Brera Holdings PLC-B美国股票招股说明书（2026年5月21日版本）

PROSPECTUS SUPPLEMENT (To Prospectus dated February 13, 2024) BRERA HOLDINGS PLC 2,298,000 Class B Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 2,298,000 class B ordinary shares, $0.50nominal value per share (“Class B Ordinary Shares”), at a price of $4.97 per share, to certain accredited investors. This offering is being made without an underwriter or a placement agent, and we are not paying underwriting discounts orcommissions; as a result, the proceeds to us, before expenses, will be approximately $11.42 million. We estimate the total expenses of The Class B Ordinary Shares are listed on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under thesymbol “SLMT”. On May 20, 2026, the closing sale price of the Class B Ordinary Shares on Nasdaq was $4.83. As of the date of thisprospectus supplement, the aggregate market value of outstanding Class B Ordinary Shares held by non-affiliates was approximately$70,505,469.51, based on 8,387,398 Class B Ordinary Shares issued and outstanding, of which 749,261 Class B Ordinary Shares wereheld by non-affiliates, and the last sale price of $9.41 per Class B Ordinary Share as reported by the Nasdaq on April 17, 2026, whichwas the highest closing price within the last 60 days prior to the date of this prospectus supplement. Pursuant to General InstructionI.B.5 of Form F-3, in no event will we sell securities in primary offerings pursuant to this prospectus supplement with a value more We have two classes of authorized ordinary shares, Class A Ordinary Shares, nominal value $0.50 per share (the “Class A OrdinaryShares”), and Class B Ordinary Shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares areidentical, except with respect to voting and conversion. The Class A Ordinary Shares generally vote together with the Class B OrdinaryShares as a group, unless otherwise prohibited by law. Each Class A Ordinary Share is entitled to ten votes and is convertible into one We are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012, under applicable U.S. federalsecurities laws, and are eligible for reduced public company reporting requirements. See Item 3.D. “Risk Factors – Risks Related toOwnership of Our Class B Ordinary Shares – We are subject to ongoing public reporting requirements that are less rigorous thanExchange Act rules for companies that are not emerging growth companies, and our shareholders could receive less information than Investing in our Class B Ordinary Shares involves a high degree of risk and uncertainty. See “Risk Factors” beginning on pageS-4 of this prospectus supplement and the other documents that are incorporated by reference in this prospectus supplement NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF We expect that delivery of the Class B Ordinary Shares offered pursuant to this prospectus supplement and the accompanyingprospectus will be made on or about May 27, 2026, subject to customary closing conditions. Under Rule 15c6-1 of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in onebusiness day (T+1), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Class B BASE PROSPECTUS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the United StatesSecurities and Exchange Commission (the “SEC”), utilizing a “shelf” registration process. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering describedherein and the securities offered hereby and also adds to and updates information contained in the accompanying base prospectus and The second part, the base prospectus, gives more general information about securities we may offer from time to time, some of whichdoes not apply to this offering. Generally, when we refer only to the prospectus, we are referring to both parts combined, and when we If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on theinformation contained in this prospectus supplement. This prospectus supplement, the accompanying base prospectus and thedocuments incorporated into each by reference include important information about us, the securities being offered and other We are responsible for the information contained in this prospectus supplement or any document incorporated by reference into thisprospectus supplement. This prospectus supplement and documents incorporated by reference into this prospectus supplement includeindustry data and forecasts that we obtained from