Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268187
Prospectus Supplement No. 1 to Prospectus dated
May 24, 2023
Brera Holdings PLC
1,705,000 Class B Ordinary Shares
This Prospectus Supplement No. 1 (“Prospectus
Supplement No. 1”) relates to the Prospectus of Brera Holdings PLC (“we,” “us,” or “our”), dated
May 24, 2023 (the “Prospectus”), which forms a part of our Post-Effective Amendment No. 1 to Registration Statement on Form
F-1 (Registration No. 333-268187), relating to the resale by selling shareholders identified in the Prospectus of up to an aggregate of
1,705,000 Class B Ordinary Shares, nominal value $0.005 per share (the “Class B Ordinary Shares”). Capitalized terms used
in this Prospectus Supplement No. 1 and not otherwise defined herein have the meanings specified in the Prospectus.
This Prospectus Supplement No. 1 is being filed
to include the information in our Reports on Form 6-K which were furnished to the Securities and Exchange Commission on May 23, 2023,
June 6, 2023, June 12, 2023, June 14, 2023, July 6, 2023, and August 11, 2023.
This Prospectus Supplement No. 1 should be read
in conjunction with the Prospectus and is qualified by reference to the Prospectus, except to the extent that the information in this
Prospectus Supplement No. 1 supersedes the information contained in the Prospectus, and may not be delivered without the Prospectus.
Our Class B Ordinary Shares are traded under the
symbol “BREA” on the Nasdaq Capital Market tier of The Nasdaq Stock Market LLC. On August 10, 2023, the closing price of our
Class B Ordinary Shares on the Nasdaq Capital Market was $1.67.
We are an “emerging growth company” under applicable
federal securities laws and as such, we have elected to comply with certain reduced public company reporting requirements for the Prospectus
and future filings.
We are a “foreign private issuer”
under applicable federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements
for the Prospectus and future filings.
INVESTING IN OUR SECURITIES INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE “RISK FACTORS” BEGINNING ON PAGE 9 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 1
is August 11, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2023.
Commission File Number 001-41606
BRERA HOLDINGS PLC
(Translation of registrant’s name into English)
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F: Form 20-F x Form 40-F o
Issuance of Press Release
On May 23, 2023, Brera Holdings
PLC issued a press release announcing the expansion of its acquisition strategy to include the potential acquisition, management or sponsorship
of men’s and women’s teams or clubs engaged in sports activities in addition to association football. No such acquisition
target has yet been identified. A copy of this press release is attached hereto as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 23, 2023 |
BRERA HOLDINGS PLC |
| |
|
|
| |
|
|
| |
By: |
/s/ Sergio Carlo Scalpelli |
| |
Sergio Carlo Scalpelli |
| |
Chief Executive Officer |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2023.
Commission File Number 001-41606
BRERA HOLDINGS
PLC
(Translation of registrant’s name into English)
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
(Address of principal executive office)
Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F
☐
Issuance of Press
Release
On June 6, 2023, Brera
Holdings PLC (the “Company”) issued a press release announcing that it had made a strategic investment in Manchester United
PLC (NYSE: MANU) (“MANU”), the owner of Manchester United Football Club (“United”), and had begun acquiring shares
of MANU through open market purchases. The press release announced that the Company’s investment in MANU shares had exceeded $100,000.
The press release also announced that the Company had invited the MANU board of directors to a meeting regarding the Company’s “Social
Impact Football” business model and other value-building strategies. In addition, the press release announced that the Company’s
Executive Chairman, Daniel McClory, intends to provide updates on the Company’s strategic stake in MANU, including the performance
of United and MANU’s pending sale process A copy of this press release is attached hereto as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: June 6, 2023 |
BRERA HOLDINGS PLC |
| |
|
|
| |
By: |
/s/ Sergio Carlo Scalpelli |
|
|
| |
Sergio Carlo Scalpelli |
| |
Chief Executive Officer |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of June, 2023.
Commission
File Number 001-41606
BRERA
HOLDINGS PLC
(Translation
of registrant’s name into English)
Connaught
House, 5th Floor
One
Burlington Road
Dublin
4
D04
C5Y6
Ireland
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F
☒ Form 40-F ☐
Departure
of Director and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
June 5, 2023, Sergio Carlo Scalpelli gave written notice to Brera Holdings PLC (the “Company”) confirming his irrevocable
resignation, effective as of June 12, 2023, from his positions with the Company as a member of the board of directors (the “Board”)
and as Chief Executive Officer. Mr. Scalpelli’s resignation was not a result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.
On
June 5, 2023, Amedeo Montonati gave written notice to the Company confirming his irrevocable resignation, effective as of June 12, 2023,
from his position as the Company’s Chief Financial Officer. Mr. Montonati’s resignation was not a result of any
disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On June 9, 2023, the Board
appointed Pierre Galoppi as a member of the Board, Chief Executive Officer, and Interim Chief Financial Officer, effective as of 4:00
P.M. Eastern Time on June 12, 2023. Pursuant to a consulting agreement between the Company and Pierre Galoppi, beginning as of June 12,
2023, Mr. Galoppi will be paid an annual salary of $130,000 per year, payable on the first of each month, and will be granted a restricted
share award under the Brera Holdings PLC 2022 Equity Incentive Plan of 65,000 Class B Ordinary Shares, vesting equally over three years.
Mr. Galoppi will also be eligible to receive a performance bonus at the discretion of the Compensation Committee of the Board.
Mr.
Galoppi, age 63, has served as the Managing Director of 1st PMG Capital Corporation, which provides consulting services in the areas
of capital markets entry, fundraising, strategic partnerships, mergers and acquisitions and financial services, since February 2007.
Through 1st PMG Capital Corporation, Mr. Galoppi has worked with a number of companies in the preparation of U.S. Securities and Exchange
Commission registration statements, as well as the filings associated with their public listing requirements. Mr. Galoppi has more than
30 years of experience with strategic business and financial services across a number of industries in the mid-level capital markets
segment, including natural resources, aviation, cybersecurity, telecommunications, tourism, and international marketing. Mr. Galoppi’s
transactional experience extends to Latin America, the Caribbean, Canada, Europe, and the United States. Mr. Galoppi was born and raised
in Rome, Italy, and is a dual citizen of Canada and Italy. Mr. Galoppi is fluent in English, Spanish, Portuguese, Italian, and French.
Mr. Galoppi earned a Bachelor of Commerce degree and a Master of Business Administration degree from Concordia University in Montreal,
Canada.
There
is no arrangement or understanding with any person pursuant to which Mr. Galoppi was appointed as member of the Board. There are no family
relationships between Mr. Galoppi and any director or executive officer of the Company. Mr. Galoppi has not been involved in any transaction
with the Company since January 1, 2022 that would require disclosure under Item 404(a) of Regulation S-K.
The
Company has commenced a search for a permanent Chief Financial Officer.
On
June 12, 2023, the Company issued a press release announcing the resignations of Mr. Scalpelli and Mr. Montonati and the appointment
of Mr. Galoppi. A copy of this press release is attached hereto as Exhibit 99.1.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| Date: June 12, 2023 |
BRERA HOLDINGS PLC |
| |
|
|
| |
By: |
/s/ Daniel
Joseph McClory |
| |
|
Daniel Joseph McClory |
| |
|
Executive Chairman |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2023.
Commission File Number 001-41606
BRERA HOLDINGS PLC
(Translation of registrant’s name into English)
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒
Form 40-F ☐
Entry into a Letter of
Intent
On June 8, 2023, Brera Holdings
PLC, a public limited company incorporated in the Republic of Ireland (the “Company”), entered into an exclusive letter of
intent (the “Letter of Intent”) with Selene S.a.s. and Giuseppe Pirola, two shareholders of UYBA Volley S.s.d.a.r.l., an entity
organized under the laws of Italy (“UYBA”), relating to the acquisition of UYBA by the Company
or Brera Milano S.r.l., an Italian limited liability company (società a responsabilità limitata) and wholly-owned subsidiary
of the Company (“Brera Milano”).
Pursuant to the Letter of
Intent, the Company or Brera Milano, Selene S.a.s. and Giuseppe Pirola will enter into a securities purchase agreement and other documents
or agreements (the “Definitive Agreements”) that will be consistent with the Letter of Intent and will describe the terms
upon which the Company or Brera Milano will acquire from Selene S.a.s. and Giuseppe Pirola a number of shares of the issued and outstanding
capital stock or other equity interests of UYBA constituting 51% of the corporate capital of UYBA after such acquisition (the “Shares”).
The Company or Brera Milano will pay Selene S.a.s. and Giuseppe Pirola an aggregate of €840,000 on the date that the parties enter
into the Definitive Agreements.
Additionally, at the same
time as the Definitive Agreements are signed, the Company or Brera Milano shall enter into a shareholders’ agreement that, among
other things, obligates the Company or Brera Milano to sign an advertising concession contract with a guaranteed minimum of sponsorships
for the next 3 sports seasons for a total amount of €860,000 to be reached in equal parts in each season, and in the event that UYBA’s
annual guaranteed minimum is not reached, the Company or Brera Milano will be obliged to contribute the difference within 30 days of the
annual verification.
The Letter of Intent stipulates
that the execution of the Definitive Agreements and the purchase and sale of the Shares will be no later than June 28, 2023.
The Letter of Intent contains
customary covenants including as to due diligence, exclusivity, and expenses.
The Letter of Intent is filed as Exhibit 1.1 to this
report on Form 6-K, and this description of the Letter of Intent is qualified in its entirety by reference to such exhibit.
On June 14, 2023, the Company
issued a press release announcing the Letter of Intent. A copy of this press release is attached hereto as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: June 14, 2023 |
BRERA HOLDINGS PLC |
| |
|
|
| |
By: |
/s/ Pierre Galoppi |
| |
|
Pierre Galoppi |
| |
|
Chief Executive Officer |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2023.
Commission File Number 001-41606
BRERA
HOLDINGS PLC
(Translation of registrant’s name into English)
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
Entry into a Material
Contract
On July 3, 2023, Brera
Holdings PLC, a public limited company incorporated in the Republic of Ireland (the “Company”), entered into a preliminary
contract (the “Preliminary Contract”) with Selene S.a.s. of Immobiliare Luna S.r.l. (“Selene S.a.s.”) and Giuseppe
Pirola, two shareholders of UYBA Volley S.s.d.a.r.l., an entity organized under the laws of Italy (“UYBA”), relating to the
acquisition of UYBA by the Company.
Pursuant to the Preliminary
Contract, the Company, Selene S.a.s. and Giuseppe Pirola will enter into a final contract (the “Final Contract”) on July 28,
2023 (the “Execution Date”), pursuant to which the Company will acquire from Selene S.a.s. and Giuseppe Pirola shares of UYBA
with a total nominal value of €840,500, equal to 51% of UYBA’s share capital (the “Shares”) in exchange for €390,500
to Selene S.a.s. and €450,000 to Giuseppe Pirola payable on the Execution Date.
Additionally, on the
Execution Date, (i) the shareholders’ agreement and business plan, Annex 2 and Annex 3 of the Preliminary Contract, respectively,
that, among other things, obligates the Company to contribute a guaranteed minimum of sponsorships for the next 3 sports seasons for a
total amount of €860,000, and in the event that UYBA’s annual guaranteed minimum is not reached, the Company will be obliged
to contribute the difference within 30 days of the annual verification, will become effective, (ii) Giuseppe Pirola and Gianluigi Vigano
will be appointed as managing directors of UYBA, giving them the powers as stated in Annex 4 and Annex 5 of the Preliminary Contract,
respectively, and (iii) Selene S.a.s. and Giuseppe Pirola will immediately deposit the aggregate amount of €840,500 received from
the sale of the Shares into UYBA’s bank account in the form of a shareholders loan to UYBA which shall have a waiver of repayment.
The Preliminary Contract
stipulates that the UYBA board of directors shall be composed of 11 members until the approval of the June 30, 2026 financial statements:
(i) Giuseppe Pirola, as Chairman of the board of directors, (ii) Pierre Galoppi, Adrio De Carolis, Alessandro Alcotti, Cristiano Zatta,
Michele Lo Nero and Gianluigi Vigano as directors appointed by the Company and (iii) Andrea Saini, Marco Quarantotto, Simone Facchinetti
and Salvatore Insinga as directors appointed by UYBA shareholders other than the Company, Giuseppe Pirola and Selene S.a.s.
The Preliminary Contract
contains customary covenants including as to due diligence and representations and warranties of the parties and UYBA.
The Preliminary Contract is filed as Exhibit 1.1
to this report on Form 6-K, and this description of the Preliminary Contract is qualified in its entirety by reference to such exhibit.
On July 5, 2023, the
Company issued a press release announcing the Preliminary Contract. A copy of this press release is attached hereto as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: July 6, 2023 |
BRERA HOLDINGS PLC |
| |
|
|
| |
By: |
/s/ Pierre Galoppi |
| |
Pierre Galoppi |
| |
Chief Executive Officer |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2023.
Commission File Number 001-41606
BRERA HOLDINGS PLC
(Translation of registrant’s name into English)
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F: Form 20-F x Form 40-F o
Issuance
of Press Release
On
August 9, 2023, Brera Holdings PLC (the “Company”) issued a press release announcing that its subsidiary, Brera Milano S.r.l.
(“Brera Milano”), had appointed Gianluigi Viganò as its Chief Executive Officer effective as of July 2023. Mr. Viganò
has more than 30 years of experience in the marketing, media, and publishing sectors and with coordinating commercial networks, and has
contributed to the creation and consolidation of over 60 companies. Since July 2023, Mr. Viganò has also served as a director
of the Italian Serie A1 women’s professional volleyball team UYBA Volley S.s.d.a.r.l. (“UYBA” or “UYBA Volley”),
which is a subsidiary of the Company based in Busto Arsizio, Italy. A copy of this press release is attached hereto as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: August 11, 2023 |
BRERA HOLDINGS PLC |
| |
|
|
| |
|
|
| |
By: |
/s/ Pierre Galoppi |
| |
Pierre Galoppi |
| |
Chief Executive Officer |
2
Brera (NASDAQ:BREA)
Historical Stock Chart
From Apr 2024 to May 2024
Brera (NASDAQ:BREA)
Historical Stock Chart
From May 2023 to May 2024
