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 ☐
Entry into Amendment
Agreement to Sale and Purchase and Investment Agreement
On February 11, 2025, Brera Holdings PLC, a public
limited company incorporated in the Republic of Ireland (the “Company”), entered into an amendment agreement and third closing
memorandum (the “Amendment Agreement”) with XX Settembre Holding S.r.l., an Italian limited liability company (“XX Settembre”),
which amended the sale and purchase and investment agreement, dated December 31, 2024 (the “SPA”), as amended on January 10,
2025 (the “ Amended SPA”), relating to the acquisition of the Italian Serie B football club named Juve Stabia (the “Club”),
by the Company, through the Club’s owner and manager, S.S. Juve Stabia S.r.l., an Italian limited liability company (“Juve
Stabia”), whose majority shareholder is XX Settembre. The SPA and Amended SPA were previously disclosed in reports on Form 6-K filed
on January 7, 2025 and January 10, 2025, respectively.
Pursuant to the Amendment Agreement, among other
things, the third closing (the “Third Closing”) date was modified from January 31, 2025 to February 11, 2025. As a result,
at the Third Closing on February 11, 2025, the Company paid XX Settembre €500,000 in cash and acquired additional share capital in
Juve Stabia bringing the Company’s aggregate equity ownership to 38.46% of the issued and outstanding share capital of Juve Stabia.
The Amendment Agreement
contains customary covenants including those as to due diligence and representations and warranties of the Company and XX Settembre.
The Amendment Agreement is filed as Exhibit 1.1
to this report on Form 6-K, and this description of the Amendment Agreement is qualified in its entirety by reference to such exhibit.
Issuance of Press
Release
On February 12, 2025,
the Company issued a press release announcing the Third Closing. 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: February 13, 2025 |
BRERA HOLDINGS PLC |
| |
|
|
| |
By: |
/s/ Pierre Galoppi |
| |
Pierre Galoppi |
| |
Chief Executive Officer |
2
Exhibit 1.1
To:
XX Settembre Holding S.r.l.
Via Francesco Caracciolo no. 9
80122 Naples
Italy
E-mail: langellaandrea@gmail.com
To the attention of the Director Mr. Andrea Langella
Dublin, 11 February 2025
Re: Amendment Agreement and Third Closing Memorandum
– Proposal
Dear Sirs,
Further to our recent discussions and
negotiations, please find below our proposal of the Amendment Agreement and Third Closing Memorandum.
AMENDMENT AGREEMENT AND THIRD CLOSING
MEMORANDUM
(“Closing
Memorandum”)
by and between
XX Settembre Holding S.r.l.,
a company organized and existing under the laws of Italy, having its registered office at Via Francesco Caracciolo no. 9, 80122 Naples
(Italy) corporate capital of EUR 103,000.00 registered with the Companies’ Register of Naples under no. 09495031214 (“Seller”),
represented herein by Andrea Langella, duly authorized to execute this Agreement as sole administrator;
- on the one side -
and
Brera Holdings PLC, a
company organized and existing under the laws of Ireland, having its registered office at One Burlington Road no. 4, Dublin D04 C5Y6 (Ireland),
registered with the Companies Registration Office of Ireland under no. 721923, represented herein by Daniel Joseph Mc Clory, duly authorized
to execute this Agreement as director (“Purchaser”)
- on the other side -
(the Seller and the Purchaser
are collectively referred to as “Parties” and, each of them, as a “Party”).
WHEREAS
| A. | On December 31, 2024, the Parties entered into a sale and purchase
and investment agreement as subsequently amended and supplemented pursuant to the addendum entered into on January 10, 2025 (“SPA”),
whereby, among other things: |
| (i) | the Purchaser undertakes to purchase, in 4 different tranches,
from the Seller, who in turn undertakes to sell, an interest in the corporate capital of S.S. Juve Stabia S.r.l., a limited liability
company organized and existing under the laws of Italy, having its registered office at Via Cosenza C/O Stadio R. Menti 283, 80053 Castellammare
di Stabia (NA), Italy, registered with the Companies’ Register of Naples under no. 04246411211 VAT code no. 04246411211 (“Company”);
and |
| (ii) | the Purchaser undertakes to subscribe and fully pay-in, progressively
in 3 different tranches, the First Share Capital Increase, the Second Share Capital Increase and the Final Share Capital Increase (as
defined in the SPA). |
| B. | Following the rescheduling of the Third Closing Date (as defined
in the SPA), jointly agreed between the Parties, the Third Closing (as defined in the SPA) has taken place on the date hereof. |
| C. | By executing this Closing Memorandum, the Parties intend to
amend certain provisions of the SPA, and, consequently, acknowledge the performance or agree on the postponement of certain activities
that should have been completed prior to or on the Third Closing Date pursuant to the SPA. |
NOW, THEREFORE,
in consideration of the above Recitals,
which form an integral and essential part of this Closing Memorandum, the Parties hereby agree and covenant as follows.
| 1. | Definitions and interpretation |
Capitalized terms utilized in
this Closing Memorandum not otherwise defined herein shall have the same meaning ascribed to them in the SPA.
| 1.2 | Certain rules of interpretation |
section 1.2 of the SPA (“Rules
of interpretation”) shall apply to this Closing Memorandum, mutatis mutandis.
| 2. | Amendments to the SPA
and Pre-Third Closing undertakings |
| 2.1.1 | Amendment to paragraph 1.1.33 of the SPA |
The Parties acknowledge and agree
that paragraph 1.1.33 of the SPA must be amended and supplemented as follows (the underlined words and expressions in bold are added to
the SPA and shall thus be effective, while the words stricken through are deleted from the SPA and shall thus be ineffective):
“1.1.33 “Long
Stop Date” means 20 March 2025 31 January 2025, which date may be extended, prior to the expiration
thereof, by mutual written agreement of the Parties”.
| 2.1.2 | Amendment to paragraph 1.1.57 of the SPA |
The Parties acknowledge and
agree that paragraph 1.1.57 of the SPA must be amended and supplemented as follows (the underlined words and expressions in bold are added
to the SPA and shall thus be effective, while the words stricken through are deleted from the SPA and shall thus be ineffective):
“1.1.57 “Third
Closing Date” means 11 February 2025 (i) 31 January 2025, or (ii) in case the virtual data room referred to
in Paragraph 8.1.2(a) is not fully uploaded with all documents and in- formation relevant for the purposes of carrying out the Due Diligence
(as defined below) by 15 January 2025, 15 February 2025, or (iii) any other date to be agreed in writing by the Parties.”
| 2.1.3 | Amendments to article 7 of the SPA |
The Parties acknowledge and agree
that:
| (a) | article 7 of the SPA must be renamed “Conditions
Precedent to Final Closing”; |
| (b) | paragraph 7.1.1 of the SPA must be amended and supplemented
as follows (the underlined words and expressions in bold are added to the SPA and shall thus be effective, while the words stricken through
are deleted from the SPA and shall thus be ineffective): |
“7.1.1
Pursuant to article 1353 of the Italian Civil Code, the obligations of the Parties to proceed with the Final Third
Closing pursuant to this Agreement are subject to the occurrence (or the waiver in accordance with paragraph 6.1.2) of the following
events (each a “Condition Precedent” and, collectively, the “Conditions Precedent”), on or prior to the Long
Stop Date:
| (a) | the obtainment of the FIGC clearance for the Transaction
by means of the approval of the Purchaser from the FIGC pursuant to article 20-bis of NOIF (“FIGC Clearance”); |
| (b) | all Players’ Contracts and the Stadium Contract shall be valid and in force; |
| (c) | no Material Adverse Effect having occurred; and |
| (d) | the Company having been managed in compliance with the provisions of Article 5. |
| (c) | paragraph 7.2.1(a) must be amended and supplemented as follows
(the underlined words and expressions in bold are added to the SPA and shall thus be effective, while the words stricken through are
deleted from the SPA and shall thus be ineffective): |
“7.2.1 The Parties, each
as far as it is concerned:
| (a) | shall use commercially reasonable efforts to take, or cause
to be taken, all actions and do, or cause to be done, and cooperate, fully with each other with respect to, all things necessary, proper
or advisable (including, but not limited to, the performance of their respective undertakings and obligations concerning the satisfaction
of the Conditions Precedent) to ensure that the Conditions Precedent are satisfied and secured and the Final Third Closing
occurs as soon as possible after the Third Second Closing Date. In particular, with reference to the Condition
Precedent under Paragraph 7.1.1(a), the Purchaser undertakes to promptly file the relevant document to the FIGC”. |
| 2.1.4 | Amendments to article 8 of the SPA |
The Parties acknowledge and agree that:
| (a) | article 8 of the SPA must be renamed “Pre-Third Closing and pre-Final
Closing undertakings”; |
| (b) | paragraph 8.2.5 must be amended and supplemented as follows
(the underlined words and expressions in bold are added to the SPA and shall thus be effective, while the words stricken through are
deleted from the SPA and shall thus be ineffective): |
“8.2.5 Upon exercise
of the withdrawal right referred to in Section 8.2, this Agreement shall automatically terminate and the Parties shall be released from
all future or pending obligations hereunder (including, for the avoidance of doubt, the obligation to proceed with the Third Closing
and the Final Closing) except for any rights or obligations arising under Articles 14 (Confidentiality), 15 (Miscellaneous Provisions),
16 (Applicable Law) and 17 (Dispute Resolutions) and without prejudice to any indemnity obligations incurred by either Party in respect
of any fact or circum-stance occurred until the termination of the Agreement (including the breach of the Representations and Warranties
of the Seller)”.
| 2.1.5 | Amendments to article 9 of the SPA |
The Parties acknowledge and agree that:
| (a) | paragraph 9.1 of the SPA must be amended and supplemented
as follows (the underlined words and expressions in bold are added to the SPA and shall thus be effective, while the words stricken through
are deleted from the SPA and shall thus be ineffective): |
“Subject to the fulfillment (or waiver, as the case
may be) of the Conditions Precedent, Tthe Third Closing shall take place at the offices of the Notary Public in Rome,
Via Basento 52/d, before the Notary Public (or, if he is for any reason unavailable to attend the Third Closing, such other notary public
as will be designated by the Purchaser in due course), on the Third Closing Date, starting from 9.30 (CET), or at such other time and
place agreed in writing between the Parties”.
| (b) | paragraph 9.2.1(b)(iii) of the SPA must be deleted and considered
no longer in place. |
| 2.1.6 | Amendment to paragraph 10.2.1(b) of the SPA |
The Parties acknowledge and agree that the following paragraph
must be added, following paragraph (vi), to paragraph 10.2.1(b) of the SPA:
| “(vii) | deliver,
or cause to be delivered, to the Purchaser evidence satisfactory, or a declaration duly signed
by the Seller, confirming that any other Conditions Precedent referred to in Paragraph 7.1.1
have been satisfied”. |
| 2.2 | Pre-Third Closing undertakings |
The Parties acknowledge and agree
that all the activities referred to in section 8.4 of the SPA have been completed in due time before the Third Closing Date and the Parties
have negotiated and finalized a shareholders’ agreement in accordance with the Shareholders’ Agreement Term Sheet.
| 3. | Activities at Third Closing |
The Parties acknowledge and
agree that all the actions and transactions constituting the Third Closing under the SPA, as amended and supplemented by this Closing
Memorandum, have been performed on the date hereof, so that the Third Closing is to be considered, for all purposes under the SPA and
the Law, fully consummated.
| 4. | Pre-Final Closing Undertakings |
| 4.1.1 | The Parties acknowledge and agree that: |
| (a) | as of the Third Closing Date the virtual data room referred
to in paragraph 8.1.2(a) of the SPA is not fully uploaded with all documents and information relevant for the purposes of carrying out
the Due Diligence; and, consequently, |
| (b) | the Due Diligence is still ongoing, and the term set forth
under paragraph 8.1.3 of the SPA has not started to elapse. |
| 4.1.2 | The Seller undertakes that all documents and information relevant
for the purposes of carrying out the Due Diligence as required in the Q&A submitted by the Purchaser’s advisor until the date
hereof will be uploaded in the virtual data room referred to in paragraph 8.1.2(a) of the SPA as soon as possible and, in any case, within
February 14, 2025. |
| 5. | Representations and warranties
of the Seller |
| 5.1.1 | In accordance with paragraph 9.2.1(b)(i) of the SPA, the Seller
hereby confirms and certificates that the Representations and Warranties of the Seller set forth under Annex 11.1 of the SPA are true
and correct as at the Third Closing Date and have not ceased to be true and correct at any time between the First Closing Date and the
Third Closing Date. |
| 6.1 | One and the same agreement |
The Parties hereby acknowledge
and agree that (i) the SPA, as amended and supplemented by the provisions of this Closing Memorandum, continues in full force and effect
in accordance with its terms, and (ii) the SPA and this Closing Memorandum, taken together, constitute one and the same agreement.
This Closing Memorandum is aimed
solely at integrating and amending the SPA according to the exclusive and specific terms and conditions provided herein, without any novative
effectiveness (efficacia novativa) on any provision of the SPA, that is not directly or indirectly object of the integrations and
amendments as of this Closing Memorandum.
This Closing Memorandum shall
be governed by, and construed and interpreted in accordance with, the Laws of Italy.
Articles 15 (Miscellaneous
provisions) to 17 (Dispute Resolution) of the SPA shall apply to this Closing Memorandum, mutatis mutandis.
* * *
If you agree with the above proposal,
please reproduce the entire content of the Amendment Agreement and Third Closing Memorandum in a new letter, which should be returned
to us duly signed in sign of your full and unconditional acceptance.
Yours faithfully,
| Brera
Holdings PLC |
|
| |
|
| /s/ Daniel
Joseph Mc Clory |
|
| Daniel
Joseph Mc Clory |
|
| Executive
Chairman and authorized signatory |
|
Exhibit 99.1
Brera Holdings PLC Announces Third Closing in Majority Acquisition
of SS Juve Stabia;
Ownership of The Second Team of Naples Increases to 38.46% of the
Iconic Serie B Club
The Juve Stabia team achieved a decisive 3-1 win over rivals Bari
on Sunday, February 9 and currently sits in sixth place in the Serie B standings
Dublin, Ireland, and Milan, Italy – February 12, 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 the third closing in its multi-step transaction to acquire a majority stake in S.S. Juve Stabia srl (“Juve
Stabia” or the “Club”).
Following this closing, Brera Holdings now holds a 38.46% equity ownership
interest in Juve Stabia, “The Second Team of Naples”, which is currently positioned in a playoff-qualifying sixth place in
the Serie B standings. The third closing involved the acquisition of shares from the holding company of Andrea Langella, current President
of Juve Stabia, further solidifying Brera’s strategic commitment to the Club and its long-term growth.
“We are pleased to take another significant step forward in our
acquisition of Juve Stabia,” said Daniel McClory, Executive Chairman of Brera Holdings. “This investment aligns with our vision
of building a competitive and sustainable multi-club portfolio, leveraging synergies across our international network. Juve Stabia’s
strong performance in Serie B underscores the potential we see in this historic club, and we remain committed to supporting its continued
success.”
The acquisition of Juve Stabia marks another milestone in Brera Holdings’
ambitious expansion strategy. By integrating the Club into its global football ecosystem, Brera Holdings aims to enhance player development,
operational efficiencies, and commercial opportunities.
Brera Holdings continues to execute its multi-step acquisition plan.
Upon final closing, which has a target date of March 31, 2025, Brera Holdings will own 51.73% of the Club’s issued corporate capital.
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 February 12,
2025, Brera holds a 38.46% equity ownership interest in Juve Stabia, currently in a playoff-qualifying sixth 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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