Brera Holdings PLC-B美股招股说明书(2025-11-18版)

(To Prospectus dated February 13, 2024) BRERA HOLDINGS PLC Up to $98,500,000Class B Ordinary Shares We have entered into a Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co. (“Cantor” or “Agent”), datedNovember 18, 2025 (the “Sales Agreement”) relating to our Class B Ordinary Shares, nominal value $0.05 per share (“Class BOrdinary Shares”), offered by this prospectus supplement (“Prospectus Supplement”) and the accompanying prospectus (the “BaseProspectus”). In accordance with the terms of the Sales Agreement, from time to time we may offer and sell Class B Ordinary Shareshaving an aggregate offering price of up to $98,500,000 to or through Cantor, acting as principal and/or sales agent. The Class B Ordinary Shares are listed on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under thesymbol “SLMT”. On November 17, 2025, the closing sale price of the Class B Ordinary Shares on Nasdaq was $6.62. Sales of our Class B Ordinary Shares, if any, under this Prospectus Supplement and the accompanying Base Prospectus will be madein sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, asamended (the “Securities Act”). Subject to terms of the Sales Agreement, the Agent is not required to sell any specific number ordollar amount of securities but will act as our sales agents using commercially reasonable efforts consistent with their normal trading The Agent will be entitled to compensation under the terms of the Sales Agreement at a commission rate equal to 3.0% of the grossproceeds from each sale of our Class B Ordinary Shares. See “Plan of Distribution” beginning on page S-17 for additional informationregarding the Agent’s compensation. In connection with the sale of our Class B Ordinary Shares on our behalf, the Agent will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to any Agent will be deemed to be Investing in our Class B Ordinary Shares involves a high degree of risk and uncertainty. See “Risk Factors” beginning on pageS-9 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 Cantor The date of this prospectus supplement is November 18, 2025. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed with the UnitedStates Securities and Exchange Commission (the “SEC”), utilizing a “shelf” registration process on Form F-3 (File No. 333-276870)and consists of two parts. You should read this prospectus supplement and the accompanying base prospectus, together with the This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offeringdescribed herein and the securities offered hereby and also supplements and updates information contained in the accompanying base 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 of the document 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 industry publications and surveys as well as public filings and internal companysources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained fromsources believed to be reliable. Statements as to our ranking, market position and market estimates are based on third-party forecasts,management’s estimates and assumptions about our markets and our internal research. We have not independently verified such third- We have authorized only the information contained or incorporated by reference in this prospectus supplement, the accompanyingprospectus, and any free-writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and Cantorhas not, authorized anyone to provide you with information that is different. We and Cantor take no responsibility for and can provideno a