BREA Brera Holdings PLC

 

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 February, 2025.

 

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 February 7, 2025, Brera Holdings PLC, a public limited company incorporated in the Republic of Ireland (the “Company”), issued a press release announcing the receipt of formal notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the annual meeting requirement set forth in Nasdaq Listing Rule 5620(a) (the “Rule”) as required for continued listing on Nasdaq and provided the Company with the opportunity to submit a plan to regain compliance with the Rule. A copy of this press release is attached hereto as Exhibit 99.1.

 

 

Exhibit No.		Description
99.1		Press Release dated February 7, 2025

 

 

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: February 7, 2025	BRERA HOLDINGS PLC
	By:	/s/ Pierre Galoppi
		Pierre Galoppi
		Chief Executive Officer

 

 

Exhibit 99.1

 

Brera Holdings Announces Anticipated Receipt of Nasdaq Additional Deficiency Notice

 

Dublin, Ireland — February 7, 2025 - Brera Holdings PLC (“Brera Holdings” or “the Company”) (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 that on February 3, 2025, the Company received formal notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company does not satisfy the annual meeting requirement set forth in Nasdaq Listing Rule 5620(a) (the “Annual Meeting Rule”) as the Company did not hold an annual meeting of shareholders within twelve months of the end of the Company’s previous fiscal year ended December 31, 2023.

 

In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the notice provided the Company with a period of 45 calendar days from the date of the notice, or March 20, 2025, to submit a plan to regain compliance with the Annual Meeting Rule. The Staff has the discretion to grant the Company an exception through June 30, 2025, to regain compliance with the Annual Meeting Rule.

 

Brera Holdings intends to hold an annual meeting of shareholders within March 2025.

 

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.

 

On December 31, 2024, Brera signed of an agreement to acquire majority ownership of SS Juve Stabia srl, an Italian Serie B football club known as “The Second Team of Naples,” which will be conducted in a multi-step process, and marks a significant expansion of the Company’s MCO model. As of January 10, 2025, Brera holds a 34.62% equity ownership interest in Juve Stabia, currently in a playoff-qualifying fifth place position in the Serie B standings. With a strategic emphasis on bottom-up value creation, innovation-driven growth, and socially impactful outcomes, Brera Holdings has established itself as a forward-thinking leader in the global sports industry. 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

 

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