BREA Brera Holdings PLC

Brera Holdings PLC ("Brera Holdings") (Nasdaq: BREA), an Ireland-based, Nasdaq-listed, international holding company focused on expanding its global portfolio of men's and women's sports clubs through a multi-club ownership ("MCO") approach, today announced the details of its three-step acquisition process that will result in the acquisition of a  majority equity ownership interest in Italian Serie B football club SS Juve Stabia SpA ("Juve Stabia" or "the Club").

Brera Holdings previously announced the signing of a binding term sheet for the Juve Stabia acquisition at a press conference in Naples on December 9, 2024, and it marks a significant expansion of the Company’s MCO model, strategically designed to drive operational synergies, enhance shareholder value, and unlock long-term growth opportunities.

Juve Stabia, an historic Serie B football club celebrating 117 years of tradition, now known as “The Second Team of Naples,” continues to showcase its competitive strength, highlighted by last weekend’s 1-0 victory against Cesena FC. Juve Stabia now sits alone in fourth place in the Serie B table, with 28 points and 2 points over fifth-ranked US Cremonese – just behind Sassuolo, Spezia, and Pisa. The top three Serie B teams are promoted to Serie A at the end of the season, with the first two automatic qualifiers, and the third is determined by a playoff among teams finishing the season standings ranked three through six.

Key Highlights of the Acquisition Process:

1. Investments and Share Purchase Agreement (“SPA”) – Brera Holdings has agreed to acquire a majority stake in Juve Stabia through share capital and reserve increases in the Club.  These will be made by Brera via cash payments and issuances of BREA’s shares in a three-step process that ensures a seamless transition and continuity in club management. These three steps, upon conclusion, will give Brera Holdings 22%, 38%, and ~52% ownership of the Club. Upon completion of these three steps, Brera will be the Club’s majority shareholder, and a Shareholder Agreement with the current sole owner, Andrea Langella, will further enable integration into its multi-club framework. The first step, giving Brera 22% ownership, is expected to conclude by December 31, 2024.
2. Milestone-Based Compensation – The SPA includes provisions for additional compensation to Mr. Langella tied to performance-based milestones, such as qualification for Serie B promotion playoffs and promotion to Serie A. These incentives align Brera’s interests with Juve Stabia’s competitive success, reinforcing a focus on operational excellence.
3. Final Closing and Majority Control – The acquisition will conclude with a third and final closing, scheduled for March 31, 2025. At that point, Brera Holdings will secure ~52% ownership, establishing Brera as the controlling shareholder and enabling immediate integration of the Club into the Company’s multi-club framework. This phased approach ensures a seamless transition and continuity in Club management and prepares the Club for an IFRS audit according to the PCAOB guidelines for SEC disclosure filings.

Strategic Rationale for the Acquisition

Brera’s acquisition of Juve Stabia underscores its commitment to scaling its MCO model, which targets achieving potential operational efficiencies, cost synergies, and streamlined talent development across its portfolio. By integrating Juve Stabia into this model, Brera strengthens its ability to enhance revenue growth and create long-term value for shareholders.

“With Serie B’s expanding commercial prospects, Juve Stabia offers a compelling opportunity for growth,” said Daniel McClory, Executive Chairman of Brera Holdings. “We are excited to partner with local management and invest in this historic team to capitalize on player trading opportunities, potentially secure a position in the Serie B playoffs, and ultimately pursue promotion to Serie A, all of which would augment Club revenue and unlock further value for our investors.”

Looking Ahead

As Brera Holdings progresses through the Juve Stabia acquisition timeline, Mr. McClory said the Company remains committed to supporting the Club’s ambitions on and off the field. With a focus on scalable operations and strategic partnerships, we believe Brera is well-positioned to capitalize on emerging opportunities in the global football market.

ABOUT BRERA HOLDINGS PLC

Brera Holdings PLC (Nasdaq: BREA) is dedicated to expanding its social impact football business by developing a global portfolio of emerging football and sports clubs. Building on the legacy of Brera FC, which it acquired in 2022, the Company aims to create opportunities for tournament prizes, sponsorships, and professional consulting services. Brera FC, recognized as "The Third Team of Milan," has been crafting an alternative football legacy since its founding in 2000. The club also organizes the FENIX Trophy, a nonprofessional pan-European tournament acknowledged by UEFA. This tournament, which has been referred to as "the Champions League for amateurs" by BBC Sport, has garnered significant media coverage, including from ESPN.

In its efforts to broaden its reach, Brera expanded into Africa in March 2023 by establishing Brera Tchumene FC in Mozambique, which quickly rose to the First Division after winning its post-season tournament. In April 2023, the Company acquired a 90% stake in the North Macedonian first-division team Fudbalski Klub Akademija Pandev, now known as Brera Strumica FC. Additionally, in June 2023, Brera made a strategic investment in Manchester United PLC, realizing a 74% gain. The Company has further diversified its portfolio by acquiring a majority stake in UYBA Volley, an Italian women's professional volleyball team, in July 2023, assuming control of Bayanzurkh Sporting Ilch FC, a Mongolian National Premier League team, which became Brera Ilch FC, in September 2023, and establishing a joint stock company for the North Macedonian women's football club Tiverija Strumica, now known as Brera Tiverija FC, a wholly-owned subsidiary of Brera Strumica FC, in June 2024.

Most recently, Brera announced plans to acquire an Italian Serie B club, having signed  a binding term sheet with SS Juve Stabia SpA, “The Second Team of Naples,” targeting an initial closing within 2024.  With a focus on bottom-up value creation, innovation-driven growth, and socially impactful outcomes, Brera Holdings endeavors to position itself as a forward-thinking player in the global sports landscape. For more information, visit www.breraholdings.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the Company's ability to grow its business and other statements that are not historical facts, including statements which may be accompanied by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential" or similar words. Actual results could differ materially from those described in these forward-looking statements due to a number of factors, including without limitation, the Company's ability to continue as a going concern, the popularity and/or competitive success of the Company's acquired football and other sports teams, the Company's ability to attract players and staff for acquired clubs, unsuccessful acquisitions or other strategic transactions, the possibility of a decline in the popularity of football or other sports, the Company's ability to expand its fanbase, sponsors and commercial partners, general economic conditions, and other risk factors detailed in the Company's filings with the SEC. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any responsibility to update such forward-looking statements except in accordance with applicable law.

Company Contact Information: Dan McClory, Executive Chairman, Brera Holdings PLC Email: dan@breraholdings.com

Investor Relations Inquiries: Skyline Corporate Communications Group, LLC Scott Powell, President 1177 Avenue of the Americas, 5th Floor New York, New York 10036 Office: (646) 893-5835 Email: info@skylineccg.com

Attachment

• President Andrea Langella of Juve Stabia and Daniel McClory, Executive Chairman of Brera Holdings PLC