DUBLIN--(BUSINESS WIRE)-- Solmate (Nasdaq: SLMT)
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE
1. KEY INFORMATION
(a) Full name of discloser: | Brera Holdings Plc |
(b) Owner or controller of interests and shortpositions disclosed, if different from 1(a): The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s), settlor andbeneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whoserelevant securities this form relates: Use a separate form for each offeror/offeree | Brera Holdings Plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 23 June 2026 |
(f) In addition to the company in 1(c) above, is thediscloser also making disclosures in respectof any other party to the offer? If it is a cash offer or possible cash offer, state“N/A” | NO |
2. INTERESTS AND SHORT POSITIONS
If there are interests and positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates (Note 1)
Class of relevant security: (Note 2) | ||||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities ownedand/or controlled: | Nil | - | Nil | - |
(2) Cash-settled derivatives: | Nil | - | Nil | - |
(3) Stock-settled derivatives(including options) andagreements to purchase/sell: | Nil | - | Nil | - |
Total: | Nil | - | Nil | - |
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.
3. INTERESTS AND SHORT POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY MAKING THE DISCLOSURE
| Details of any interests and short positions (including directors’and other employee options) of any person acting in concert withthe party making the disclosure: | ||||
Brera Holdings Plc Directors:The directors of Brera Holdings Plc detailed in the table below (together with their connected persons under Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules) have the following interests in the relevant securities of Brera Holdings Plc. | Class of Relevant Security | Number of ordinary shares held at midnight on 23 June 2026 | Percentage of issued share capital | Total number of ordinary shares underlying unexercised warrants, restricted stock units (“RSUs”), and other subscription rights. |
Alyazi Saeed Ahmad Alkhattal Almheiri | Class B Ordinary Shares | 174,983 | 1.59% | 87,777 |
Erez Simha | Class B Ordinary Shares | 0 | 0% | 25,981 |
Keren Maimon | Class B Ordinary Shares | 1,336,330 | 12.12% | 101,110 |
Ron Sade | Class B Ordinary Shares | 1,338,978 | 12.14% | 104,888 |
Tariq Salem Ebraheem Alsaman Alnuaimi | Class B Ordinary Shares | 349,974 | 3.17% | 171,110 |
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreementor understanding, formal or informal, relating to relevant securitieswhich may be an inducement to deal or refrain from dealingentered into by the party to the offer making the disclosure or anyperson acting in concert with it: |
Irrevocable commitments and letters of intent should not be included. Ifthere are no such agreements, arrangements or understandings, state“none” |
(b) Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understandingbetween the person disclosing and any other person relatingto the voting rights of any relevant securities under any optionreferred to on this form or relating to the voting rights or futureacquisition or disposal of any relevant securities to which anyderivative referred to on this form is referenced. If none, thisshould be stated. |
(c) Attachments
Is a Supplemental Form 8 attached? | YES/NO |
NO |
Date of disclosure: | 24 June 2026 |
Contact name: | Ron Sade |
Telephone number: | +1 253-271-9108 |
Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.1(a) and (b)
1. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) of Part B of the Rules.
2. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
3. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
1. KEY INFORMATION
(a) Full name of discloser | Erez Simha |
(b) Owner or controller of interests and shortpositions disclosed, if different from 1(a) The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s), settlor andbeneficiaries must be named. | |
(c) Name of offeror/offeree in relation to whoserelevant securities this form relates Use a separate form for each offeror/offeree | Brera Holdings Plc |
(d) If an exempt fund manager connected with anofferor/offeree, state this and specify identityof offeror/offeree (Note 1) | |
(e) Date position held/dealing undertaken For an opening position disclosure, state thelatest practicable date prior to the disclosure | 23 June 2026 |
(f) In addition to the company in 1(c) above, is thediscloser also making disclosures in respectof any other party to the offer? If it is a cash offer or possible cash offer, state“N/A” | NO |
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
(Note 2)
Class of relevant security (Note 3) | Class B Ordinary Shares with nominal value $0.50 each | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled | 3,248 | 0.29% | ||
(2) Cash-settled derivatives | ||||
(3) Stock-settled derivatives(including options) andagreements to purchase/sell | 22,733 | 0.21% | ||
Total | 25,981 | 0.24% |
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security | Purchase/sale | Number of securities | Price per unit (Note 5) |
N/A |
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position,increasing/ reducing a long/ short position | Number of reference securities (Note 6) | Price per unit (Note 5) |
N/A |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product descriptione.g. call option | Writing,purchasing,selling,varying etc. | Number of securities to which option relates (Note 6) | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ receivedper unit |
N/A |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (Note 5) |
N/A |
(d) Other dealings (including transactions in respect of new securities) (Note 3)
Class of relevant security | Nature of dealing e.g. subscription, conversion, exercise | Details | Price per unit (if applicable) (Note 5) |
N/A |
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreementor understanding, formal or informal, relating to relevant securitieswhich may be an inducement to deal or refrain from dealingentered into by the person making the disclosure and any party tothe offer or any person acting in concert with a party to the offer. Irrevocable commitments and letters of intent should not be included. Ifthere are no such agreements, arrangements or understandings, state“none” |
None |
(b) Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understandingbetween the person disclosing and any other person relatingto the voting rights of any relevant securities under any optionreferred to on this form or relating to the voting rights or futureacquisition or disposal of any relevant securities to which anyderivative referred to on this form is referenced. If none, thisshould be stated. |
None |
(c) Attachments
Is a Supplemental Form 8 attached? | YES |
Date of disclosure | 24 June 2026 |
Contact name | Erez Simha |
Telephone number | +1 253-271-9108 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.3
1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules.
2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.
3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.
5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.
6. See Rule 2.5(d) of Part A of the Rules.
7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND
RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING
OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND
RIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
Full name of person making disclosure: | Erez Simha |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Brera Holdings Plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
3. AGREEMENTS TO PURCHASE OR SELL
Full details should be given so that the nature of the interest orposition can be fully understood: |
4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS)
Class of relevant security inrelation to which subscriptionright exists: | Class B Ordinary Shares with nominal value $0.50 each |
Details, including nature of therights concerned and relevantpercentages: | Restricted Stock Units (“RSUs”) Grant DateNumber of sharesExercise PriceExpiry Date 3 April 202622,733$0.00None RSUs Vesting Schedule 1. 25,981 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 3,248 units from the original grant of RSUs have vested, leaving 22,733 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.21%. |
It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
1. KEY INFORMATION
(a) Full name of discloser | Alyazi Saeed Ahmad Alkhattal Almheiri |
(b) Owner or controller of interests and shortpositions disclosed, if different from 1(a) The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s), settlor andbeneficiaries must be named. | |
(c) Name of offeror/offeree in relation to whoserelevant securities this form relates Use a separate form for each offeror/offeree | Brera Holdings Plc |
(d) If an exempt fund manager connected with anofferor/offeree, state this and specify identityof offeror/offeree (Note 1) | |
(e) Date position held/dealing undertaken For an opening position disclosure, state thelatest practicable date prior to the disclosure | 23 June 2026 |
(f) In addition to the company in 1(c) above, is thediscloser also making disclosures in respectof any other party to the offer? If it is a cash offer or possible cash offer, state“N/A” | NO |
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
(Note 2)
Class of relevant security (Note 3) | Class B Ordinary Shares with nominal value $0.50 each | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled | 176,650 | 1.60% | ||
(2) Cash-settled derivatives | ||||
(3) Stock-settled derivatives(including options) andagreements to purchase/sell | 86,110 | 0.78% | ||
Total | 262,760 | 2.38% |
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security | Purchase/sale | Number of securities | Price per unit (Note 5) |
N/A |
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position,increasing/ reducing a long/ short position | Number of reference securities (Note 6) | Price per unit (Note 5) |
N/A |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product descriptione.g. call option | Writing,purchasing,selling,varying etc. | Number of securities to which option relates (Note 6) | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ receivedper unit |
N/A |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (Note 5) |
N/A |
(d) Other dealings (including transactions in respect of new securities) (Note 3)
Class of relevant security | Nature of dealing e.g. subscription, conversion, exercise | Details | Price per unit (if applicable) (Note 5) |
N/A |
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreementor understanding, formal or informal, relating to relevant securitieswhich may be an inducement to deal or refrain from dealingentered into by the person making the disclosure and any party tothe offer or any person acting in concert with a party to the offer. Irrevocable commitments and letters of intent should not be included. Ifthere are no such agreements, arrangements or understandings, state“none” |
None |
(b)Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understandingbetween the person disclosing and any other person relatingto the voting rights of any relevant securities under any optionreferred to on this form or relating to the voting rights or futureacquisition or disposal of any relevant securities to which anyderivative referred to on this form is referenced. If none, thisshould be stated. |
None |
(c) Attachments
Is a Supplemental Form 8 attached? | YES |
Date of disclosure | 24 June 2026 |
Contact name | Alyazi Saeed Ahmad Alkhattal Almheiri |
Telephone number | +1 253-271-9108 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.3
1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules.
2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.
3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.
5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.
6. See Rule 2.5(d) of Part A of the Rules.
7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND
RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING
OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND
RIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
Full name of person making disclosure: | Alyazi Saeed Ahmad Alkhattal Almheiri |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Brera Holdings Plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
3. AGREEMENTS TO PURCHASE OR SELL
Full details should be given so that the nature of the interest orposition can be fully understood: |
4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS)
Class of relevant security inrelation to which subscriptionright exists: | Class B Ordinary Shares with nominal value $0.50 each |
Details, including nature of therights concerned and relevantpercentages: | (a) Restricted Stock Units (“RSUs”) Grant DateNumber of sharesExercise PriceExpiry Date 23 September 2025 2,777 $0.0023 October 2027 RSUs Vesting Schedule 1. 4,444 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 1,667 units from the original grant of RSUs have vested, leaving 2,777 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.25%. (b) Outstanding warrants / rights to subscribe for Class B Ordinary shares Grant DateNumber of sharesExercise PriceExpiry Date 22 September 202555,555$0.50None 22 September 202527,778$67.5022 September 2030 1. If exercised, this would result in an increased interest of 0.5%. |
It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
1. KEY INFORMATION
(a) Full name of discloser | Tariq Salem Ebraheem Alsaman Alnuaimi |
(b) Owner or controller of interests and shortpositions disclosed, if different from 1(a) The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s), settlor andbeneficiaries must be named. | |
(c) Name of offeror/offeree in relation to whoserelevant securities this form relates Use a separate form for each offeror/offeree | Brera Holdings Plc |
(d) If an exempt fund manager connected with anofferor/offeree, state this and specify identityof offeror/offeree (Note 1) | |
(e) Date position held/dealing undertaken For an opening position disclosure, state thelatest practicable date prior to the disclosure | 23 June 2026 |
(f) In addition to the company in 1(c) above, is thediscloser also making disclosures in respectof any other party to the offer? If it is a cash offer or possible cash offer, state“N/A” | NO |
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
(Note 2)
Class of relevant security (Note 3) | Class B Ordinary Shares with nominal value $0.50 each | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled | 351,641 | 3.19% | ||
(2) Cash-settled derivatives | ||||
(3) Stock-settled derivatives(including options) andagreements to purchase/sell | 169,443 | 1.54% | ||
Total | 521,084 | 4.72% |
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security | Purchase/sale | Number of securities | Price per unit (Note 5) |
N/A |
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position,increasing/ reducing a long/ short position | Number of reference securities (Note 6) | Price per unit (Note 5) |
N/A |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product descriptione.g. call option | Writing,purchasing,selling,varying etc. | Number of securities to which option relates (Note 6) | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ receivedper unit |
N/A |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (Note 5) |
N/A |
(d) Other dealings (including transactions in respect of new securities) (Note 3)
Class of relevant security | Nature of dealing e.g. subscription, conversion, exercise | Details | Price per unit (if applicable) (Note 5) |
N/A |
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreementor understanding, formal or informal, relating to relevant securitieswhich may be an inducement to deal or refrain from dealingentered into by the person making the disclosure and any party tothe offer or any person acting in concert with a party to the offer. Irrevocable commitments and letters of intent should not be included. Ifthere are no such agreements, arrangements or understandings, state“none” |
None |
(b) Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understandingbetween the person disclosing and any other person relatingto the voting rights of any relevant securities under any optionreferred to on this form or relating to the voting rights or futureacquisition or disposal of any relevant securities to which anyderivative referred to on this form is referenced. If none, thisshould be stated. |
None |
(c) Attachments
Is a Supplemental Form 8 attached? | YES |
Date of disclosure | 24 June 2026 |
Contact name | Tariq Salem Ebraheem Alsaman Alnuaimi |
Telephone number | +1 253-271-9108 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.3
1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules.
2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.
3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.
5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.
6. See Rule 2.5(d) of Part A of the Rules.
7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND
RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING
OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND
RIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
Full name of person making disclosure: | Tariq Salem Ebraheem Alsaman Alnuaimi |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Brera Holdings Plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
3. AGREEMENTS TO PURCHASE OR SELL
Full details should be given so that the nature of the interest orposition can be fully understood: |
4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS)
Class of relevant security inrelation to which subscriptionright exists: | Class B Ordinary Shares with nominal value $0.50 each |
Details, including nature of therights concerned and relevantpercentages: | (a) Restricted Stock Units (“RSUs”) Grant DateNumber of sharesExercise PriceExpiry Date 23 September 2025 2,777$0.0023 October 2027 RSUs Vesting Schedule 1. 4,444 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 1,667 units from the original grant of RSUs have vested, leaving 2,777 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.25%. (b) Outstanding warrants / rights to subscribe for Class B Ordinary shares Grant DateNumber of sharesExercise PriceExpiry Date 22 September 2025111,111$0.50None 22 September 202555,555$67.5022 September 2030 1. If exercised, this would result in an increased interest of 1.51%. |
It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
1. KEY INFORMATION
(a) Full name of discloser | Ron Sade |
(b) Owner or controller of interests and shortpositions disclosed, if different from 1(a) The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s), settlor andbeneficiaries must be named. | |
(c) Name of offeror/offeree in relation to whoserelevant securities this form relates Use a separate form for each offeror/offeree | Brera Holdings Plc |
(d) If an exempt fund manager connected with anofferor/offeree, state this and specify identityof offeror/offeree (Note 1) | |
(e) Date position held/dealing undertaken For an opening position disclosure, state thelatest practicable date prior to the disclosure | 23 June 2026 |
(f) In addition to the company in 1(c) above, is thediscloser also making disclosures in respectof any other party to the offer? If it is a cash offer or possible cash offer, state“N/A” | NO |
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
(Note 2)
Class of relevant security (Note 3) | Class B Ordinary Shares with nominal value $0.50 each | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled | 1,340,645 | 12.16% | ||
(2) Cash-settled derivatives | ||||
(3) Stock-settled derivatives(including options) andagreements to purchase/sell | 103,221 | 0.94% | ||
Total | 1,443,866 | 13.09% |
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security | Purchase/sale | Number of securities | Price per unit (Note 5) |
N/A |
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position,increasing/ reducing a long/ short position | Number of reference securities (Note 6) | Price per unit (Note 5) |
N/A |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product descriptione.g. call option | Writing,purchasing,selling,varying etc. | Number of securities to which option relates (Note 6) | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ receivedper unit |
N/A |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (Note 5) |
N/A |
(d) Other dealings (including transactions in respect of new securities) (Note 3)
Class of relevant security | Nature of dealing e.g. subscription, conversion, exercise | Details | Price per unit (if applicable) (Note 5) |
N/A |
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreementor understanding, formal or informal, relating to relevant securitieswhich may be an inducement to deal or refrain from dealingentered into by the person making the disclosure and any party tothe offer or any person acting in concert with a party to the offer. Irrevocable commitments and letters of intent should not be included. Ifthere are no such agreements, arrangements or understandings, state“none” |
None |
(b) Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understandingbetween the person disclosing and any other person relatingto the voting rights of any relevant securities under any optionreferred to on this form or relating to the voting rights or futureacquisition or disposal of any relevant securities to which anyderivative referred to on this form is referenced. If none, thisshould be stated. |
None |
(c) Attachments
Is a Supplemental Form 8 attached? | YES |
Date of disclosure | 24 June 2026 |
Contact name | Ron Sade |
Telephone number | +1 253-271-9108 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.3
1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules.
2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.
3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.
5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.
6. See Rule 2.5(d) of Part A of the Rules.
7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND
RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING
OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND
RIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
Full name of person making disclosure: | Ron Sade |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Brera Holdings Plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
3. AGREEMENTS TO PURCHASE OR SELL
Full details should be given so that the nature of the interest orposition can be fully understood: |
4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS)
Class of relevant security inrelation to which subscriptionright exists: | Class B Ordinary Shares with nominal value $0.50 each |
Details, including nature of therights concerned and relevantpercentages: | (a) Restricted Stock Units (“RSUs”) Grant DateNumber of sharesExercise PriceExpiry Date 23 September 2025 2,777$0.0023 October 2027 RSUs Vesting Schedule 1. 4,444 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 1,667 units from the original grant of RSUs have vested, leaving 2,777 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.25%. (b) Outstanding warrants / rights to subscribe for Class B Ordinary shares Grant DateNumber of sharesExercise PriceExpiry Date 22 September 2025 55,555$0.50None 22 September 202527,778$67.5022 September 2030 23 September 202517,111$67.5023 September 2028 1. If exercised, this would result in an increased interest of 0.91%. |
It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
1. KEY INFORMATION
(a) Full name of discloser | Keren Kalima Maimon |
(b) Owner or controller of interests and shortpositions disclosed, if different from 1(a) The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s), settlor andbeneficiaries must be named. | |
(c) Name of offeror/offeree in relation to whoserelevant securities this form relates Use a separate form for each offeror/offeree | Brera Holdings Plc |
(d) If an exempt fund manager connected with anofferor/offeree, state this and specify identityof offeror/offeree (Note 1) | |
(e) Date position held/dealing undertaken For an opening position disclosure, state thelatest practicable date prior to the disclosure | 23 June 2026 |
(f) In addition to the company in 1(c) above, is thediscloser also making disclosures in respectof any other party to the offer? If it is a cash offer or possible cash offer, state“N/A” | NO |
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
(Note 2)
Class of relevant security (Note 3) | Class B Ordinary Shares with nominal value $0.50 each | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled | 1,337,997 | 12.13% | ||
(2) Cash-settled derivatives | ||||
(3) Stock-settled derivatives(including options) andagreements to purchase/sell | 99,443 | 0.90% | ||
Total | 1,437,440 | 13.03% |
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security | Purchase/sale | Number of securities | Price per unit (Note 5) |
N/A |
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position,increasing/ reducing a long/ short position | Number of reference securities (Note 6) | Price per unit (Note 5) |
N/A |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product descriptione.g. call option | Writing,purchasing,selling,varying etc. | Number of securities to which option relates (Note 6) | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ receivedper unit |
N/A |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (Note 5) |
N/A |
(d) Other dealings (including transactions in respect of new securities) (Note 3)
Class of relevant security | Nature of dealing e.g. subscription, conversion, exercise | Details | Price per unit (if applicable) (Note 5) |
N/A |
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreementor understanding, formal or informal, relating to relevant securitieswhich may be an inducement to deal or refrain from dealingentered into by the person making the disclosure and any party tothe offer or any person acting in concert with a party to the offer. Irrevocable commitments and letters of intent should not be included. Ifthere are no such agreements, arrangements or understandings, state“none” |
None |
(b) Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understandingbetween the person disclosing and any other person relatingto the voting rights of any relevant securities under any optionreferred to on this form or relating to the voting rights or futureacquisition or disposal of any relevant securities to which anyderivative referred to on this form is referenced. If none, thisshould be stated. |
None |
(c) Attachments
Is a Supplemental Form 8 attached? | YES |
Date of disclosure | 24 June 2026 |
Contact name | Keren Kalima Maimon |
Telephone number | +1 253-271-9108 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.3
1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules.
2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.
3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.
5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.
6. See Rule 2.5(d) of Part A of the Rules.
7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND
RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING
OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND
RIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
Full name of person making disclosure: | Keren Kalima Maimon |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Brera Holdings Plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
3. AGREEMENTS TO PURCHASE OR SELL
Full details should be given so that the nature of the interest orposition can be fully understood: |
4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS)
Class of relevant security inrelation to which subscriptionright exists: | Class B Ordinary Shares with nominal value $0.50 each |
Details, including nature of therights concerned and relevantpercentages: | (a) Restricted Stock Units (“RSUs”) Grant DateNumber of sharesExercise PriceExpiry Date 23 September 2025 2,777$0.0023 October 2027 RSUs Vesting Schedule 1. 4,444 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 1,667 units from the original grant of RSUs have vested, leaving 2,777 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.25%. (b) Outstanding warrants / rights to subscribe for Class B Ordinary shares Grant DateNumber of sharesExercise PriceExpiry Date 22 September 202555,555$0.50None 22 September 202527,778$67.5022 September 2030 23 September 202513,333$67.5023 September 2028 1. If exercised, this would result in an increased interest of 0.88%. |
It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
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