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 October, 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 Material
Contracts
UYBA Final Contract
On July 31, 2023 (the
“Execution Date”), Brera Holdings PLC, a public limited company incorporated in the Republic of Ireland (the “Company”),
entered into a contract (the “UYBA Final 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 UYBA
Final Contract, the Company acquired 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 paid as of the Execution Date. The UYBA Final Contract was subsequently filed by the witnessing notary with the Italian
Office of the Registrar of Companies.
The UYBA Final Contract is filed as Exhibit 1.1
to this report on Form 6-K, and this description of the UYBA Final Contract is qualified in its entirety by reference to such exhibit.
Bayanzurkh FC Contract
On September 27, 2023,
Brera Milano S.r.l., an Italian limited liability company (società a responsabilità limitata) (“Brera Milano”)
and wholly-owned subsidiary of Brera Holdings PLC, a public limited company incorporated in the Republic of Ireland (the “Company”),
entered into a contract (the “Bayanzurkh FC Contact”) with Tavan Tolgoi Tulshiin Ilch Sport Club NGO, a sports association
incorporated under the laws of Mongolia (the “Association”) that owns the football club, Bayanzurkh Sporting Ilch FC (“Bayanzurkh
FC”), relating to the acquisition of Bayanzurkh FC by Brera Milano.
Pursuant to the Bayanzurkh
FC Contract, Brera Milano (i) will appoint a new board and Chairman of the Association, or, if legally unable to appoint the Chairman
under Mongolian law and the regulations of the Mongolian Football Federation, have the Association appoint a Chairman that is mutually
agreed upon by Brera Milano, and (ii) grants the use of the Brera trademark to the Association for use in rebranding Bayanzurkh FC to
include the term “Brera” before October 31, 2023. If either of these is not met, Brera Milano will have the right to terminate
the Bayanzurkh FC Contract immediately.
Brera Milano will pay
the Association an aggregate fee of $30,000 comprised of (i) $12,000 at the signing of the Bayanzurkh FC Contract and (ii) $3,000 per
month for 6 months from November 2023 to April 2024 and will invest in developing the visibility of Bayanzurkh FC throughout Mongolia
and Italy and internationally. Bayanzurkh FC’s current management will cover Bayanzurkh FC’s costs for October and November
2023 and will actively support Brera Milano in the search for sponsorship contracts with third-party companies, including providing the
contracts signed with California Ice Tea, 1 X Bet and Mr. Haore for an aggregate total of $41,563.
The Bayanzurkh FC Contract
contains customary covenants including as to confidentiality and has a term of five (5) years, which will automatically renew for five
(5) years unless terminated with at least ninety (90) days’ notice.
The Bayanzurkh FC Contract is filed as Exhibit
1.2 to this report on Form 6-K, and this description of the Bayanzurkh FC Contract is qualified in its entirety by reference to such exhibit.
On October 3, 2023, the
Company issued a press release announcing the Bayanzurkh FC 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: October 6, 2023 |
BRERA HOLDINGS PLC |
| |
|
|
| |
By: |
/s/ Pierre Galoppi |
| |
Pierre Galoppi |
| |
Chief Executive Officer |
2
Exhibit 1.1
| REPERTOIRE N. 15425 |
|
COLLECTION
N. 9839 |
TRANSFERS OF SHARES IN
AMATEUR SPORTS COMPANIES WITH LIMITED LIABILITY
ITALIAN REPUBLIC
The year two thousand and twenty-three, on the
thirty-first day of July
31 July 2023
In Milan, in the office in via Giotto no. 9.
In front of me, Dr. Gianluca Gonzales Notary in
Carate Brianza, registered in the Board of Notaries of Milan, are present:
- Pirola Giuseppe born in Saronno on 28
March 1972 and residing in Caronno Pertusella in via Gran Sasso no. 38, tax code PRL GPP 72C28 I441K, an Italian citizen, who intervenes
in this deed both on his own behalf and in his capacity as Sole Director and on behalf of the limited liability company of Italian nationality
incorporated in Italy
- “IMMOBILIARE LUNA S.R.L.” based
in Caronno Pertusella, with address in Piazza Vittorio Veneto no. 121/C, with a paid-up capital of €10,000.00, lasting until 31 December
2050, tax code, VAT number and registration number in the Varese Business Register 02861790125, REA VA-296150, endowed with the necessary
powers in accordance with the Articles of Association.
This company, in turn, intervenes in this deed
in its capacity as general partner and on behalf of the limited partnership of Italian nationality incorporated in Italy “SELENE
SAS DI IMMOBILIARE LUNA S.R.L.” with registered office in Milan, via Fratelli Salvioni n. 6, with capital of Euro 10,000.00,
lasting until 31 December 2050, tax code, VAT number and registration number in the Milan, Monza Brianza and Lodi Business Register 05120500961,
REA MI-1798781, endowed with the necessary powers in accordance with the corporate agreements;
- Galoppi Pier Luigi, born in Rome on 19 March
1960 and residing in Coral Gables (United States of America) in 5521 Riviera Drive, an Italian national, who intervenes in this Act as
Director and representing the Irish company incorporated in Ireland “BRERA HOLDINGS PUBLIC LIMITED COMPANY” with registered
office in Dublin (Ireland), 5th floor Rear, Connaught House, Burlington Road No. 1, Italian tax number 91058900704, registered in the
Register of Irish Companies at n. 721923, having the necessary powers pursuant to the resolution of the Board of Directors of 20 July
2023 which, in certified copy by the Irish Notary Ivan J. Healy of Dublin, together with the relevant Italian translation by me Notary,
be attached in a single file to this Act under the heading “A”.
These persons, whose personal identity I am certain
notary, agree and stipulate the following:
whereas
- that there is a limited liability amateur sports
club of Italian nationality established in Italy “UYBA VOLLEY LIMITED LIABILITY AMATEUR SPORTS CLUB” based in Busto Arsizio,
with address in via Maderna n. 20, with a capital of Euro 1,648,000.00 paid, lasting until 31 December 2050, tax code, VAT number and
registration number in the Varese Business Register 02726140128, REA n. VA-281236;
- that the share capital belongs to:
Giuseppe Pirola for a nominal amount of €500,000.00;
“SELENE SAS DI IMMOBILIARE LUNA S.R.L.”
for nominal Euro 598,000.00;
“E-WORK HOLDING S.R.L.” for nominal
Euro 250,000.00;
“LAICA S.P.A.” for nominal Euro 150,000.00;
Maoying Chen for nominal Euro 50,000.00;
Mattia Moro for a nominal amount of Euro 50,000.00;
Simone Facchinetti for nominal Euro 25,000.00;
“40&FAC CONSULTING SRLS” for nominal
residues Euro 25,000.00;
- that it is the intention of Mr. Giuseppe Pirola
and the company “SELENE SAS DI IMMOBILIARE LUNA S.R.L.” to sell part of their respective shares in the aforementioned company
to the “BRERA HOLDINGS PUBLIC LIMITED COMPANY”;
- that the other shareholders have waived the
right of pre-emption due to them with declarations acquired in the company’s deeds; in view of the above
1. Mr. Giuseppe Pirola assigns to the company
“BRERA HOLDINGS PUBLIC LIMITED COMPANY” which, as represented above, acquires part of the shareholding owned by him in the company
“UYBA VOLLEY AMATEUR SPORTS CLUB WITH LIMITED LIABILITY” and, more precisely, the shareholding equal to nominal Euro 450,000.00
(four hundred and fifty thousand/00) for the price of Euro 450,000.00 (four hundred and fifty thousand/00), equal to the nominal value
of the same, which has previously been paid by the assignee company to the assignor, who declares to have received it and issues a receipt
of the balance.
2. The company “SELENE SAS DI IMMOBILIARE
LUNA S.R.L.”, as represented above, transfers to the company “BRERA HOLDINGS PUBLIC LIMITED COMPANY” which, as represented
above, acquires part of the shareholding owned by her in the company “UYBA VOLLEY AMATEUR SPORTS CLUB WITH LIMITED LIABILITY “
and, more precisely, the shareholding equal to nominal Euro 390,500.00 (three hundred and ninety thousand five hundred/00) for the price
of Euro 390,500.00 (three hundred and ninety thousand five hundred/00), equal to the nominal value of the same, which was previously paid
by the transferee company to the transferor company which, as represented above, declares to have received it and issues a receipt of
the balance.
3. The transferors guarantee the full ownership
and availability of the shares respectively transferred, and their freedom from constraints, burdens, foreclosures and seizures.
They also declare that the investments respectively
sold are not under the administered or managed savings regime.
4. The above transfers will have effect on the
company, pursuant to art. 2470 of the Italian Civil Code, from the time of filing of this deed with the Office of the Registrar of Companies
by me, the Notary.
5. However, the transfers take effect between
the parties as of today, and therefore from today the transferee company is responsible for all the rights and charges resulting from
the ownership of the shares purchased.
6. Following the sale, the share capital of “UYBA
VOLLEYBALL LIMITED LIABILITY AMATEUR SPORTS CLUB” is divided as follows:
- Giuseppe Pirola participation of nominal Euro
50,000.00;
- “SELENE SAS DI IMMOBILIARE LUNA S.R.L.”
shareholding of nominal Euro 207,500.00;
- “E-WORK HOLDING S.R.L.” shareholding
of nominal Euro 100,000.00;
- “E-WORK HOLDING S.P.A” shareholding
of nominal Euro 150,000.00;
- “LAICA S.P.A.” shareholding of nominal
Euro 150,000.00;
- Maoying Chen participation of nominal Euro 50,000.00;
- Mattia Moro participation of nominal Euro 50,000.00;
- Simone Facchinetti participation of nominal
Euro 25,000.00;
- “40&FAC CONSULTING SRLS” for nominal
residuals Euro 25,000.00;
- “BRERA HOLDINGS PUBLIC LIMITED COMPANY”
shareholding of nominal Euro 840,500.00 (eight hundred and forty thousand five hundred/00).
7. Notwithstanding the foregoing, the parties,
also as represented above, expressly acknowledge that this contract does not have any novation or modification effect with respect to
any further agreement between the parties themselves in relation to the object of this deed, which will continue to be fully effective
between the parties themselves.
8. With reference to Law no. 151 of 19 May 1975,
Mr Giuseppe Pirola declares that he is married with separation of property.
9. Expenses and taxes of this deed and related
are borne by the assignee company.
The taxation of any capital gain borne by
the assignors will be borne by them in accordance with the law.
I, the Notary, have read this deed to the appearing parties, who
approve it and sign it with me, exempting me from reading the annexes, at sixteen and ten.
Written by computer means by a trusted person
and completed by me, it consists of a sheet and occupies two pages and part of the third.
Signed Pirola Guiseppe, signed Galoppi Pier Luigi,
signed Gianluca Gonzales Notary
3
Exhibit 1.2
CONTRACT
by and between
Brera Milano S.r.l., Tax Code 09703750969,
with registered office in Piazza San Giorgio 2, Milan (Italy), a company incorporated under Italian law, in the person of its legal representative
pro tempore Francesca Duva, (hereinafter “Brera Milano”)
and
“Tavan Tolgoi Tulshiin Ilch Sport Club
NGO”, State registration Code 6611486, with registered office in 6th Door, 19th Apartment, 5th
Khoroo, Chingeltei Distreect, Ulaanbaatar City (Mongolia), a sports association incorporated under Mongolian law, in the person of its
Chairman Mr. Chinsanaa Jargalsaikhan (hereinafter “Tavan Tolgoi Tulshiin Ilch Sport Club NGO” or the “Club”),
hereinafter individually also the “Party”
and jointly also the “Parties”,
whereas:
| i. | “Tavan Tolgoi Tulshiin Ilch Sport Club NGO”
is a football club, in the legal form of a sports association, operating in Mongolia, where it plays, for the 2023-24 season, in the
first national football division “Premier League”; |
| ii. | Brera Milano is an Italian company focused on football operations
on a global scale, mainly through the spreading of its brand and its know-how to other clubs; |
the following is agreed and stipulated
Art. 1 – Premises
| 1.1 | The premises form an integral and substantial part of this agreement. |
Art. 2 – Subject of this “Contract”
| 2.1 | Brera Milano will appoint the new Board and Chairman of the
Association, in accordance with the Mongolian Law and the Mongolian Football Federation regulation. If, due to legal impossibility, Brera
Milano will not be allowed to appoint its own Chairman, Tavan Tolgoi Tulshiin Ilch Sport Club NGO undertakes to appoint the person who
will assume this role by mutual agreement with Brera Milano and to ensure this Chairman takes all sporting, commercial, strategic and
communication decisions in compliance with the guidelines indicated by Brera Milano. The Parties expressly acknowledge that in case of
violation of this agreement Brera Milano will have the right to terminate this Contract immediately. |
| 2.2 | Brera Milano grants its trademark and logo to the Club for use,
in accordance with the Mongolian Football Federation regulation. The official authorization from the Mongolian Football Federation
to rebrand the Club, with the inclusion of the term “Brera” in its name, must arrive before October 31, 2023. |
| 2.3 | The Parties expressly acknowledge that in case of lack of authorization
from the Mongolian Football Federation, Brera Milano will have the right to terminate this Contract immediately. |
Art. 3 – Obligations and declarations
of the Parties
| 3.1 | To accompany the transition process referred to in point 2.1,
and upon the fulfillment of the conditions referred to in point 2.2, Brera Milano undertakes to pay Tavan Tolgoi Tulshiin Ilch Sport
Club NGO, through people indicated by the club, a total fee of USD 30,000, broken down as follows: |
| i. | USD 12,000 at the signing of this Contract; |
| ii. | USD 18,000, that will be paid in 6 months, monthly pro
rata (USD 3,000 per month), from November 2023 to April 2024 in favor of one or more beneficiaries to be indicated by the Club. |
| 3.2 | The Club undertakes to guarantee regarding the absence of legal and financial disputes, debts and other
pending matters of any nature with internal or external parties. |
| 3.3 | The current Club management undertakes to actively support Brera Milano in the search of sponsorship contracts
with third-party companies in favor of the Club, to be invoiced directly by the Club or by other companies indicated by Brera Milano,
For this purpose, it also undertakes to provide the sponsorship contracts signed with California Ice Tea, 1 X Bet and Mr. Haore, as per
the prospectus previously provided and here attached (annex 1). On the other hand, Brera Milano will activate a series of actions and
investments to develop the visibility of the Club in Mongolia, in Italy and in its international circuits. |
| 3.4 | Brera Milano undertakes to take over all the Club costs starting from the season resumption in March 2024,
whilst, as previously agreed, the Club costs for October and November 2023 will be covered by the current Club management. |
| 3.5 | The payment of the contribution referred to in point 3.1, as well as the granting from Brera Milano of
its trademark and logo, will be interrupted in the events of failure to comply with the conditions referred to in points 2.1, 3.2, 3.3
and 3.4. |
Art. 4 – Duration
| 4.1 | Without prejudice to Brera Milano’s right to terminate
this Contract pursuant to the previous articles 2.1, 2.3, 3.2, 3.3 and 3.4, this agreement will have a duration of five years with tacit
renewal of five years in five years, subject to withdrawal to be communicated with at least 90 (ninety) days’ notice. |
Art. 5 – Contract Amendments.
| 5.1 | Any modification of this document must be agreed in writing
between the Parties. |
Art. 6 – Communications
| 6.1 | Any communication, requested or in any case necessary in relation
to this agreement, will be considered effectively and validly carried out, under penalty of nullity, only if resulting from a written
document with proof of receipt sent to the other Party to the following addresses: |
| (i) | for Brera Milano S.r.l.: |
Address: Piazza San Giorgio 2 – 20123 Milan (Italy)
E-mail: info@breramilanogroup.com
| (ii) | for Tavan Tolgoi Tulshiin Ilch Sport Club NGO: |
Address: 6th Door, 19th Apartment,
5th Khoroo, Chingeltei Distreect, Ulaanbaatar City (Mongolia)
E-mail: chinsanaa80@gmail.com
Art. 7 – Confidentiality clauses
| 7.1 | The Parties undertake to keep confidential all data, information
(written or oral) and news concerning the Parties, their activities and business (the “Confidential Information”), obtained
or received as a result of the discussions that led to the signing of this agreement. |
Art. 8 – Governing law and jurisdiction
| 8.1 | What is agreed in this agreement is subject to the application
of Italian law and to the competence of the Italian jurisdiction. |
All disputes that may arise in relation to this
private agreement, including, by way of example but not limited to, those relating to its validity, effectiveness, interpretation, execution
and resolution, will be the exclusive jurisdiction of the Court of Milan.
Read, agreed and undersigned.
Place and date Ulaanbaatar
27th September, 2023
| |
Brera Milano S.r.l |
Tavan Tolgoi
Tulshiin Ilch Sport Club NGO |
ANNEX 1
CALIFORNIA ICE TEA 60,000,0000 төгрөг=17,216
USD
1X BET 34,865,000 төгрөг
=10,000 USD
MR. HAOTE 50,000,000 төгрөг
=14,347 USD
Read, agreed and undersigned.
Place and date Ulaanbaatar 27th
September, 2023
| |
Brera Milano S.r.l |
Tavan Tolgoi
Tulshiin Ilch Sport Club NGO |
5
Exhibit 99.1
Brera Holdings Announces Control Transaction
and Re-Branding Of Mongolian Premier League Team As Brera Ilch FC
Bringing the Brera brand to Asia, adding a
third continent to its successful football clubs in Europe and Africa
DUBLIN and MILAN, Oct. 03, 2023 (GLOBE NEWSWIRE) -- Brera Holdings
PLC (“Brera Holdings”, “Brera” or the “Company”) (Nasdaq: BREA) announced that its wholly-owned subsidiary
Brera Milano S.r.l. (“Brera Milano”) has assumed control of Mongolia’s Bayanzurkh Sporting Ilch FC (“Bayanzurkh
FC”), and is moving forward with the rebranding as “Brera Ilch FC”.
Bayanzurkh FC, located in Mongolia’s capital Ulaanbaatar, was
founded in 2020 and was recently promoted to the Mongolian National Premier League, the top-tier professional football league of Mongolia.
Brera Milano intends to manage Bayanzurkh FC’s sports activities beginning immediately prior to the resumption of the football season
in March 2024.
This latest move brings the Brera brand to Asia, adding a third continent
to its currently top-ranked Brera teams in Europe and Africa. Brera Strumica in the North Macedonian First Division and Brera Tchumene
in Mozambique’s Second Division are both in the top tier positions in their respective leagues.
“The Bayanzurkh FC operation has a strong cultural and media
value for Brera, along with the Company’s sporting goals. Mongolia is a fascinating destination, and we are experiencing enormous
enthusiasm around our arrival, which has already led to several sponsorship agreements,” said Brera FC General Manager, Federico
Pisanty, while in Ulaanbaatar.
“This partnership is a major milestone for Mongolian football.
Brera’s investment is a testament to their belief in the potential of our sport and our country. I am confident that this partnership
will help us to take Mongolian football to the next level. I am excited to see what the future holds for our sport,” said Mongolian
Football Federation General Secretary, Mr. Tovuukhorol Dagvadorj.
“As we embark on this exciting journey in Mongolia, we are proud
to bring the Brera brand to Asia, marking a significant expansion of our successful football clubs across three continents: Europe, Africa,
and now Asia. This move is a testament to our commitment to the global football community and our belief in the potential of Mongolian
football. Together with the people of Mongolia, we look forward to a bright and successful future for Brera Ilch FC,” said Pierre
Galoppi, Chief Executive Officer of Brera Holdings.
Mr. Myagmarjav Ganbaatar, Mongolian Football Federation
Board Member; Mr. Tovuukhorol Dagvadorj, Mongolian Football Federation General Secretary; Federico Pisanty, Brera Football Club General
Manager; Ala Ramadan, Brera FC Ilch Country Manager
ABOUT BRERA HOLDINGS PLC
Brera Holdings PLC (Nasdaq: BREA) is focused on expanding its social
impact football (American soccer) business by developing a global portfolio of emerging football and other sports clubs with increased
opportunities to earn tournament prizes, gain sponsorships, and provide other professional football- and sports-related consulting services.
The Company seeks to build on the legacy and brand of Brera FC, the first football club that was acquired by the Company in 2022. Brera
FC, known as “The Third Team of Milan,” is an amateur football association which has been building an alternative football
legacy since its founding in 2000. In March 2023, the Company expanded to Africa with the establishment of Brera Tchumene FC, a team admitted
to the Second Division League in Mozambique, a country of nearly 32 million people. In April 2023, the Company acquired 90% of the European
first division football team Fudbalski Klub Akademija Pandev in North Macedonia, a country with participation rights in two major Union
of European Football Association (“UEFA”) competitions. On July 31, 2023, the Company completed the acquisition of a majority
ownership in the Italian Serie A1 women’s professional volleyball team UYBA Volley S.s.d.a.r.l. The Company is focused on bottom-up
value creation from undervalued sports clubs and talent, innovation-powered business growth, and socially-impactful outcomes. See 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.
CONTACT INFORMATION:
FOR MEDIA AND INVESTOR RELATIONS
Pierre Galoppi, Chief Executive Officer
Brera Holdings PLC
pierre@breraholdings.com
3
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