Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information Line Items | |
Entity Registrant Name | Brera Holdings PLC |
Trading Symbol | BREA |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Amendment Flag | false |
Entity Central Index Key | 0001939965 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-41606 |
Entity Address, Address Line One | Connaught House |
Entity Address, Address Line Two | 5th Floor, One Burlington Road |
Entity Address, City or Town | Dublin 4 |
Entity Address, Postal Zip Code | D04 C5Y6 |
Entity Incorporation, State or Country Code | L2 |
Entity Address, Country | IE |
Title of 12(b) Security | Class B Ordinary Shares, nominal value $0.005 per share |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Accounting Standard | International Financial Reporting Standards |
Auditor Firm ID | 5854 |
Auditor Name | TAAD LLP |
Auditor Location | Diamond Bar, CA |
Class A Ordinary Shares | |
Document Information Line Items | |
Entity Common Stock, Shares Outstanding | 7,700,000 |
Class B Ordinary shares | |
Document Information Line Items | |
Entity Common Stock, Shares Outstanding | 2,205,000 |
Buniness contact | |
Document Information Line Items | |
Entity Address, Address Line One | Connaught House |
Entity Address, Address Line Two | 5th Floor, One Burlington Road |
Entity Address, City or Town | Dublin 4 |
Entity Address, Postal Zip Code | D04 C5Y6 |
Entity Address, Country | IE |
Contact Personnel Name | Daniel J. McClory, Executive Chairman |
City Area Code | +39 02 |
Local Phone Number | 72605550 |
Contact Personnel Email Address | Email: info@breraholdings.com |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - EUR (€) | Dec. 31, 2022 | Dec. 31, 2021 | ||
Non-current assets | ||||
Property, plant and equipment, net | € 11,365 | € 14,175 | ||
Right-of-use assets | 288,389 | 363,412 | ||
Total non-current assets | 299,754 | 377,587 | ||
Current assets | ||||
Deferred offering costs | 262,684 | |||
Trade and other receivables – outside parties | 32,252 | 121,760 | ||
Trade and other receivables – related parties | 4,409 | 2,667 | ||
Deposits and prepayments – outside parties | 82,027 | 40,649 | ||
Deposits and prepayments – related parties | 96,744 | 28,545 | ||
Cash and cash equivalents | 347,229 | 26,957 | ||
Total current assets | 825,345 | 220,578 | ||
Total assets | 1,125,099 | 598,165 | ||
Shareholders’ deficit | ||||
Ordinary shares Class A, US$0.005 par value, 50,000,000 Class A ordinary shares authorized, 7,700,000 and 2,850,000 shares issued and 2,850,000 shares issued as of December 31, 2022 and 2021, respectively1 | [1] | 35,988 | 13,466 | |
Ordinary shares Class B, US$0.005 par value, 250,000,000 Class B ordinary shares authorized, 2,205,000 and 100,000 shares issued as of December 31, 2022 and 2021, respectively1 | [1] | 10,306 | 473 | |
Subscription receivable | (935) | (13,939) | ||
Accumulated other comprehensive income | 26,773 | |||
Other reserves | 1,302,846 | 25,515 | ||
Accumulated deficit | (1,506,191) | (279,336) | ||
Total shareholders’ deficit | (131,213) | (253,821) | [2] | |
Non-current liabilities | ||||
Non-current lease liabilities | 226,773 | 295,587 | ||
Non-current loan payable | 15,713 | 21,916 | ||
Total non-current liabilities | 242,486 | 317,503 | ||
Current liabilities | ||||
Trade and other payables – outside parties | 613,489 | 297,492 | ||
Trade and other payables – related parties | 36,769 | 42,712 | ||
Deferred revenue – outside parties | 224,248 | 29,371 | ||
Loan from a shareholder | 20,000 | |||
Current lease liabilities | 80,637 | 77,520 | ||
Provisions | 11,000 | |||
Income tax payable | 52,480 | 53,304 | ||
Current loan payable | 6,203 | 3,084 | ||
Total current liabilities | 1,013,826 | 534,483 | ||
Total shareholders’ deficit and liabilities | € 1,125,099 | € 598,165 | ||
[1]The share amounts are presented on a retrospective basis for founder shares.[2] The share amounts are presented on a retrospective basis for founder shares. |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | |
Ordinary shares Class A | |||
Ordinary shares, par value (in Dollars per share) | [1] | $ 0.005 | $ 0.005 |
Ordinary shares, shares authorized | [1] | 50,000,000 | 50,000,000 |
Ordinary shares ,shares issued | [1] | 7,700,000 | 2,850,000 |
Ordinary shares ,shares outstanding | [1] | 7,700,000 | 2,850,000 |
Ordinary shares Class B | |||
Ordinary shares, par value (in Dollars per share) | [1] | $ 0.005 | $ 0.005 |
Ordinary shares, shares authorized | [1] | 250,000,000 | 250,000,000 |
Ordinary shares ,shares issued | [1] | 2,205,000 | 100,000 |
Ordinary shares ,shares outstanding | [1] | 2,205,000 | 100,000 |
[1]The share amounts are presented on a retrospective basis for founder shares. |
Consolidated Statements of Prof
Consolidated Statements of Profit or Loss - EUR (€) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenue | € 162,407 | € 420,167 | € 214,756 | |
Cost of revenue – outside parties | (25,180) | (81,588) | (49,546) | |
Cost of revenue – related parties | (65,090) | (29,000) | (25,000) | |
General and administrative – outside parties | (1,152,873) | (286,669) | (135,217) | |
General and administrative – related parties | (146,000) | (30,000) | (15,000) | |
Total operating expenses | (1,389,143) | (427,257) | (224,763) | |
Operating losses | (1,226,736) | (7,090) | (10,007) | |
Other income (expenses) | 4,869 | (47,942) | 21,118 | |
Finance costs | (4,988) | (2,693) | (367) | |
Total other (expenses) income | (119) | (50,635) | 20,751 | |
(Loss) profit before income taxes | (1,226,855) | (57,725) | 10,744 | |
Provision for income taxes expenses | (29,331) | (8,236) | ||
Net (loss) profit | (1,226,855) | (87,056) | 2,508 | |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | 26,773 | |||
Total comprehensive (loss) income | € (1,200,082) | € (87,056) | € 2,508 | |
Class A | ||||
Other comprehensive loss: | ||||
Basic weighted average shares outstanding (in Shares) | [1] | 5,203,562 | 2,850,000 | 2,850,000 |
Basic (loss) earnings per share (in Euro per share) | € (0.21) | € (0.03) | € 0 | |
Class B | ||||
Other comprehensive loss: | ||||
Basic weighted average shares outstanding (in Shares) | [1] | 709,301 | 100,000 | 100,000 |
Basic (loss) earnings per share (in Euro per share) | € (0.21) | € (0.03) | € 0 | |
[1] The share amounts are presented on a retrospective basis for founder shares. |
Consolidated Statements of Pr_2
Consolidated Statements of Profit or Loss (Parentheticals) - € / shares | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Class A | |||||
Diluted weighted average shares outstanding | 5,203,562 | [1] | 2,850,000 | [1] | 2,850,000 |
Diluted (loss) earnings per share | € (0.21) | € (0.03) | € 0 | ||
Class B | |||||
Diluted weighted average shares outstanding | 7,093,011 | [1] | 100,000 | [1] | 100,000 |
Diluted (loss) earnings per share | € (0.21) | € (0.03) | € 0 | ||
[1] The share amounts are presented on a retrospective basis for founder shares. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Deficit - EUR (€) | Class A Ordinary Shares | Class B Ordinary Shares | Ordinary Shares | Subscription Receivable | Exchange Reserve | Other reserves | Accumulated deficit | Total | |
Balance at Dec. 31, 2019 | [1] | € 13,466 | € 473 | € (13,939) | € 25,000 | € (194,788) | € (169,788) | ||
Balance (in Shares) at Dec. 31, 2019 | [1] | 2,850,000 | 100,000 | ||||||
Imputed interest | 243 | 243 | |||||||
Profit loss for the year | 2,508 | 2,508 | |||||||
Balance at Dec. 31, 2020 | [1] | € 13,466 | € 473 | (13,939) | 25,243 | (192,280) | (167,037) | ||
Balance (in Shares) at Dec. 31, 2020 | [1] | 2,850,000 | 100,000 | ||||||
Imputed interest | 272 | 272 | |||||||
Profit loss for the year | (87,056) | (87,056) | |||||||
Balance at Dec. 31, 2021 | [1] | € 13,466 | € 473 | (13,939) | 25,515 | (279,336) | (253,821) | ||
Balance (in Shares) at Dec. 31, 2021 | [1] | 2,850,000 | 100,000 | ||||||
Shares issued for cash | € 35,374 | € 11,001 | € 1 | 13,003 | 1,262,228 | 1,321,607 | |||
Shares issued for cash (in Shares) | 7,600,000 | 2,355,000 | 1 | ||||||
Surrender of shares | € (12,852) | € (1,168) | € (1) | 1 | 14,020 | ||||
Surrender of shares (in Shares) | (2,750,000) | (250,000) | (1) | ||||||
Imputed interest | 1,083 | 1,083 | |||||||
Exchange difference arising from translation | 26,773 | 26,773 | |||||||
Profit loss for the year | (1,226,855) | (1,226,855) | |||||||
Balance at Dec. 31, 2022 | € 35,988 | € 10,306 | € (935) | € 26,773 | € 1,302,846 | € (1,506,191) | € (131,213) | ||
Balance (in Shares) at Dec. 31, 2022 | 7,700,000 | 2,205,000 | |||||||
[1] The share amounts are presented on a retrospective basis for founder shares. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - EUR (€) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of cash flows [abstract] | |||
(Loss) profit before income taxes | € (1,226,855) | € (57,725) | € 10,744 |
Adjustments for: | |||
Depreciation on plant and equipment | 4,019 | 4,455 | 1,185 |
Depreciation on right-of-use assets | 92,293 | 64,426 | 1,855 |
Gain on modification of lease, net | (451) | ||
Change in provisions | (11,000) | ||
Bad debt written off | 5,261 | ||
Interest expense | 4,946 | 2,421 | 124 |
Operating (loss) profit before working capital changes | (1,131,787) | 13,577 | 13,908 |
Change in deferred offering costs | (262,684) | ||
Change in trade and other receivables | 82,505 | (38,250) | (22,166) |
Change in deposits and prepayments | (109,577) | (69,194) | |
Change in deferred revenue | 194,877 | 29,371 | |
Change in trade and other payables | 310,054 | 97,562 | 41,300 |
Cash (used in) generated from operations | (916,612) | 33,066 | 33,042 |
Tax paid | (824) | (6,217) | (4,137) |
Net cash (used in) generated from operating activities | (917,436) | 26,849 | 28,905 |
Investing activity | |||
Purchase of plant and equipment | (1,209) | (16,353) | |
Acquisition of a subsidiary | (25,000) | ||
Cash used in an investing activity | (26,209) | (16,353) | |
Financing activities | |||
Loan from a shareholder | 20,000 | ||
Repayment of loan from a shareholder | (20,000) | ||
Proceeds from shares issuance for cash | 1,346,607 | ||
Repayment of lease liabilities | (82,516) | (54,762) | (1,855) |
Interest portion of lease liabilities | (3,680) | (2,234) | (28) |
Interest paid on long term borrowing | (183) | (187) | (96) |
Contributions | 272 | 243 | |
New long-term borrowing raised | 25,000 | ||
Partial repayment of long-term borrowing | (3,084) | ||
Net cash generated from (used in) financing activities | 1,237,144 | (36,911) | 23,264 |
Net increase (decrease) in cash and cash equivalents | 293,499 | (26,415) | 52,169 |
Cash and cash equivalents at beginning of the year | 26,957 | 53,372 | 1,203 |
Effect of foreign exchange rate changes | 26,773 | ||
Cash and cash equivalents at end of the year | 347,229 | 26,957 | € 53,372 |
Non-cash financing activities | |||
Right-of-use assets obtained in exchange for lease liabilities | 22,752 | € 425,250 | |
Change in lease liabilities for modification of lease | € 5,933 |
General information and reorgan
General information and reorganization transactions | 12 Months Ended |
Dec. 31, 2022 | |
General information and reorganization transactions [Abstract] | |
General information and reorganization transactions | Note 1 — General information and reorganization transactions Brera Holdings PLC (FKA Brera Holdings Limited) (“Brera Holdings” or the “Company”), a public company limited by shares, was incorporated in Ireland on June 30, 2022. The sole subscriber to the incorporation constitution of the Company was Goodbody Subscriber One Limited who subscribed for one (1) ordinary share for EUR1.00. On July 11, 2022, the one ordinary share was transferred to Daniel Joseph McClory, and on July 14, 2022, the ordinary share was surrendered to the Company and cancelled in accordance with Irish law. On July 13, 2022, an amended constitution was adopted by the Company reflecting an authorized share capital of EUR1.00 and US$1,750,000 divided into 50,000,000 Class A Ordinary Shares, nominal value US$0.005 per share, 250,000,000 Class B Ordinary Shares, nominal value US$0.005 per share, 50,000,000 preferred shares, nominal value US$0.005 per share, and one ordinary share with a nominal value of EUR1.00. On July 14, 2022, the Company issued 8,100,000 Class A Ordinary Shares and 100,000 Class B Ordinary Shares. Brera Milano S.r.l. (FKA KAP S.r.l.) (“Brera Milano” or “KAP”), an Italian limited liability company (società a responsabilità limitata), was formed on December 20, 2016. On July 18, 2022, the Company entered into a preliminary agreement for the purchase of all the shares of Brera Milano with Marco Sala, Stefano Locatelli, Alessandro Aleotti, Christian Rocca, Sergio Carlo Scalpelli, and MAX SRL (the “Acquisition”). Pursuant to the terms of the agreement, the Company acquired 100% of equity interest of Brera Milano on July 29, 2022. As a result, Brera Milano became a wholly owned subsidiary of the Company. The Company also agreed to contribute EUR253,821 to Brera Milano upon the final completion of the formal obligations under this agreement at the Milan Register of Companies, in order to restore Brera Milano’s share capital due to a EUR253,821 liability indicated by its financial statements. On July 29, 2022, the Company executed the final deed of share transfer, paid EUR253,821 for purposes of restoring Brera Milano’s share capital, and completed certain other required formalities. On the same day, the share transfer became effective under Italian law. As a result, Brera Milano became a wholly-owned subsidiary of the Company. The Acquisition was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with the guidance in paragraphs B19–B27 of IFRS 3 for reverse acquisitions. Brera Milano was determined to be the accounting acquirer based upon the terms of the Acquisition and other factors including: (i) former Brera Milano shareholders owning approximately 35% of the combined company (on a fully diluted basis) immediately following the closing of the Acquisition and are the largest shareholders’ party of the Company, (ii) former Brera Milano shareholder, Alessandro Aleotti, being appointed as the Chief Strategy Officer and a director of the Company, and (iii) former Brera Milano shareholder, Sergio Carlo Scalpelli, being appointed as the Chief Executive Officer and a director of the Company; (iv) shareholders of the Company other than the former Brera Milano shareholders continuing as passive investors; and (v) the combined company continuing the football related business with Brera Milano shareholders being the major subject matter experts of this industry in the Company and having the power to direct the development and operations of the combined company after the Acquisition. As of December 31, 2022, the Company, which was established as a non-operational shell corporation on June 30, 2022, has undergone a transformation following a reverse acquisition completed on July 29, 2022. Prior to this acquisition, the Company had issued shares to existing shareholders as a shell corporation, and it was not qualified as a business under the definition of IFRS 3. With reference to IFRS 3 Appendix B, this would not constitute as a business combination since there is no substantive change in the reporting entity or its assets and liabilities. Consequently, the consolidated financial statements of the Company as of December 31, 2021, represented a continuation of the financial statements of Brera Milano and the assets and liabilities are presented at their historical carrying values. As of December 31, 2022, the Company’s consolidated financial statements are prepared in accordance to IFRS 10 and represented the aggregated financial results of all entities within the Group. The Company, via its wholly-owned operating subsidiary, Brera Milano, is engaged in a range of businesses including football division progression, global football player transfer services, sponsorship services, and football school services and consulting services on football projects. |
General principles for the prep
General principles for the preparation of the consolidated financial statements | 12 Months Ended |
Dec. 31, 2022 | |
General principles for the preparation of the consolidated financial statements [Abstract] | |
General principles for the preparation of the consolidated financial statements | Note 2 — General principles for the preparation of the consolidated financial statements (a) Compliance with International Financial Reporting Standards The consolidated financial statements of the Group have been prepared in accordance with IFRS. COVID-19 pandemic On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”), and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report with new variants being discovered. As such, it is uncertain as to the full magnitude that the pandemic will have on the Group’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. The Group cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time. If the pandemic continues, it may have a material effect on the Group’s results of future operations, financial position, and liquidity in the next 12 months. (b) Historical cost convention The consolidated financial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability which market participants would take into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16 Leases, and measurements that have some similarities to fair value but are not fair value, such as value in use in IAS 36 Impairment of Assets. In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. (c) Basis of preparation The consolidated financial statements consist of the consolidated statements of financial position, the consolidated statements of profit or loss, consolidated statements of changes in equity, consolidated statements of cash flows and the notes to the consolidated financial statements. The consolidated statements of financial position has been prepared based on the nature of the transactions, distinguishing: (a) current assets from non-current assets, where current assets are intended as the assets that should be realized, sold or used during the normal operating cycle, or the assets owned with the aim of being sold in the short term (within 12 months); (b) current liabilities from non-current liabilities, where current liabilities are intended as the liabilities that should be paid during the normal operating cycle, or over the 12-month period subsequent to the reporting date. The consolidated statements of profit or loss have been prepared based on the function of the expenses. The consolidated statements of cash flows have been prepared using the indirect method. The consolidated financial statements present all amounts rounded to the nearest dollars of Euro (“EUR”), unless otherwise stated. They also present comparative information in respect to the previous period. (d) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). These consolidated financial statements are presented in Euro (the Group’s presentation currency). Entity Functional Currency Brera Holdings PLC United States dollar (“US$”) Brera Milano S.r.l. Euro (“EUR”) The Company has changed its determination of functional currency from Euro (“EUR”) to United States Dollar (“US$”) from its date of incorporation (i.e. June 30, 2022), based on the expectation of the increased exposure to the US$ as a result of the growth in international operations. The change in functional currency has been accounted for prospectively from the date of change. As a result of the change, the Group has restated its consolidated financial statements for comparative purposes in accordance with IAS 21 - The Effects of Changes in Foreign Exchange Rates. The impact of the change in functional currency on the Group's consolidated financial statements has been reflected in the consolidated statement of profit or loss, the consolidated statement of financial position, and the consolidated statement of cash flows. (e) Critical Accounting Policies and estimates In preparing these consolidated financial statements, management has made judgements and estimates that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Estimates are based on historical experience and other factors, including expectations about future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances. (i) Judgements Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is included in the following notes. - Note 1: Reverse recapitalization The Acquisition was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with the guidance in paragraphs B19–B27 of IFRS 3 for reverse acquisitions. Brera Milano was determined to be the accounting acquirer based upon the terms of the Acquisition and other factors including: (i) former Brera Milano shareholders owning approximately 35% of the combined company (on a fully diluted basis) immediately following the closing of the Acquisition and are the largest shareholders’ party of the Company, (ii) former Brera Milano shareholder, Alessandro Aleotti, being appointed as the Chief Strategy Officer and a director of the Company, and (iii) former Brera Milano shareholder, Sergio Carlo Scalpelli, being appointed as the Chief Executive Officer and a director of the Company; (iv) shareholders of the Company other than the former Brera Milano shareholders continuing as passive investors; and (v) the combined company continuing the football related business with Brera Milano shareholders being the major subject matter experts of this industry in the Company and having the power to direct the development and operations of the combined company after the Acquisition. As of December 31, 2022, the Company, which was established as a non-operational shell corporation on June 30, 2022, has undergone a transformation following a reverse acquisition completed on July 29, 2022. Prior to this acquisition, the Company had issued shares to existing shareholders as a shell corporation, and it was not qualified as a business under the definition of IFRS 3. With reference to IFRS 3 Appendix B, this would not constitute as a business combination since there is no substantive change in the reporting entity or its assets and liabilities. Consequently, the consolidated financial statements of the Company as of December 31, 2021, represented a continuation of the financial statements of Brera Milano and the assets and liabilities are presented at their historical carrying values. As of December 31, 2022, the Company’s consolidated financial statements are prepared in accordance to IFRS 10 and represented the aggregated financial results of all entities within the Group. - Note 2 (f): assessment of the Group’s future liquidity and cash flows; - Note 10: assessment of the lease term of lease liabilities depending on whether the Group is reasonably certain to exercise the extension options. (ii) Assumptions and estimation uncertainties Information about assumptions and estimates as at December 31, 2022 that have high risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes. - Note 3: estimated useful lives, depreciation method and impairment assessment of the property, plant and equipment and rights-of-use assets. - Note 4: measurement of the provision for doubtful accounts, for the significant assumptions used by management in estimating the expected credit losses (weighted-average loss rate or default rate, current and future financial situation of debtors for individual receivables that management is aware will be difficult to collect, future general economic conditions). (f) Going concern assumption In preparing the consolidated financial statements, the directors of the Company have given careful consideration to the future liquidity of the Group in light of the fact that the Group incurred a net loss of EUR1,226,855 for the year ended December 31, 2022 and as of that date, the Group has deficit in equity attributable to shareholders of the Company of EUR131,213 and the Group had net liabilities of EUR131,213 and net current liabilities of EUR188,481. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and classifications in the consolidated statements of financial position that may be necessary were the Company unable to continue as a going concern and these adjustments could be material. On January 27, 2023, the Class B Ordinary Shares of the Company commenced trading on the Nasdaq Capital Market under the symbol “BREA”. The closing of the initial public offering took place on January 31, 2023. After deducting underwriting discounts and commissions and non-accountable expense allowance, the Company received net proceeds of approximately $6,900,000 and management considers the Company to have sufficient cash and cash equivalents which was €6,059,848 (approximately $6,482,826) as of March 31, 2023. As a result of the successful initial public offering and funds raised, management believes that the Company has the necessary resources and liquidity to meet its obligations and sustain its operations for the foreseeable future (i.e., at least 12 months beyond the date of the issuance of audited consolidated financial statements for the year ended December 31, 2022). Therefore, these financial statements have been prepared on a going concern basis and management considered the preparation of the financial statements as a going concern was appropriate. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 3 — Summary of significant accounting policies Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company: ● has power over the investee; ● is exposed, or has rights, to variable returns from its involvement with the investee; and ● has the ability to use its power to affect its returns. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statements of profit or loss from the date the Group gains control until the date when the Group ceases to control the subsidiary. Profit or loss and each item of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Non-controlling interests in subsidiaries are presented separately from the Group’s equity therein, which represent present ownership interests entitling their holders to a proportionate share of net assets of the relevant subsidiaries upon liquidation. The following table lists the constituent companies in the Group. Company name Jurisdiction Incorporation Date Ownership Brera Holdings PLC Ireland June 30, 2022 Group Holding Company Brera Milano Srl Italy December 20, 2016 100% (via Brera Holdings PLC) Property, plant and equipment Property, plant and equipment are tangible assets that are held for use in the production or supply of goods or services, or for administrative purposes. Property, plant and equipment are stated in the consolidated statements of financial position at cost less subsequent accumulated depreciation and subsequent accumulated impairment losses, if any. Costs include any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and, for qualifying assets, borrowing costs capitalized in accordance with the Group’s accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use. Depreciation is recognized to allocate the cost of assets less their residual values over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. Depreciation is charged to allocate the cost of assets, over their estimated useful lives, using the straight-line method, on the following bases: Years Leasehold improvements 5 Furniture and fittings 5 Office equipment and software 5 Impairment on property, plant and equipment and right-of-use assets At the end of the reporting period, the Group reviews the carrying amounts of its property, plant and equipment and right-of-use assets to determine whether there is any indication that these assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the relevant asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of property, plant and equipment and right-of-use assets are estimated individually. When it is not possible to estimate the recoverable amount individually, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. In testing a cash-generating unit for impairment, corporate assets are allocated to the relevant cash-generating unit when a reasonable and consistent basis of allocation can be established, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be established. The recoverable amount is determined for the cash-generating unit or group of cash-generating units to which the corporate asset belongs, and is compared with the carrying amount of the relevant cash-generating unit or group of cash-generating units. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset (or a cash-generating unit) for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or a cash-generating unit) is reduced to its recoverable amount. For corporate assets or portion of corporate assets which cannot be allocated on a reasonable and consistent basis to a cash-generating unit, the Group compares the carrying amount of a group of cash-generating units, including the carrying amounts of the corporate assets or portion of corporate assets allocated to that group of cash-generating units, with the recoverable amount of the group of cash-generating units. In allocating the impairment loss, the impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit or the group of cash-generating units. The carrying amount of an asset is not reduced below the highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit or the group of cash-generating units. An impairment loss is recognized immediately in profit or loss. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit or a group of cash-generating units) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or a cash-generating unit or a group of cash-generating units) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss. Provisions Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation. Provisions for legal claims, service warranties and one-time termination benefits for certain employees are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses. Financial instruments Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instrument. All regular way purchases or sales of financial assets are recognized and derecognized on a trade date/settlement date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place. Financial assets and financial liabilities are initially measured at fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with IFRS 15. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets or financial liabilities at fair value through profit or loss (“FVTPL”)) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss. The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating interest income and interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts and payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. Financial assets Classification and subsequent measurement of financial assets Financial assets that meet the following conditions are subsequently measured at amortized cost: ● the financial asset is held within a business model whose objective is to collect contractual cash flows; and ● the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. (i) Amortized cost and interest income Interest income is recognized using the effective interest method for financial assets measured subsequently at amortized cost and debt instruments/receivables subsequently measured at FVTOCI. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset. Impairment of financial assets subject to impairment assessment under IFRS 9 The Group performs impairment assessment under expected credit loss (“ECL”) model on financial assets (including trade and other receivables and loan receivables) which are subject to impairment assessment under IFRS 9. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition. Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant instrument. In contrast, 12-month ECL (“12m ECL”) represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after the reporting date. Assessments are done based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current conditions at the reporting date as well as the forecast of future conditions. The Group always recognizes lifetime ECL for trade receivables. For all other instruments, the Group measures the loss allowance equal to 12m ECL, unless there has been a significant increase in credit risk since initial recognition, in which case the Group recognizes lifetime ECL. The assessment of whether lifetime ECL should be recognized is based on significant increases in the likelihood or risk of a default occurring since initial recognition. (i) Significant increase in credit risk In assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. In particular, the following information is taken into account when assessing whether credit risk has increased significantly: ● an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating; ● significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor; ● existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations; ● an actual or expected significant deterioration in the operating results of the debtor; ● an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations. Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial recognition when contractual payments are more than 120 days past due, unless the Group has reasonable and supportable information that demonstrates otherwise. Despite the foregoing, the Group assumes that the credit risk on a debt instrument has not increased significantly since initial recognition if the debt instrument is determined to have low credit risk at the reporting date. A debt instrument is determined to have low credit risk if (i) it has a low risk of default, (ii) the borrower has a strong capacity to meet its contractual cash flow obligations in the near term and (iii) adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations. The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due. In order to minimize the credit risk, management of the Company has created a team responsible for the determination of credit limits and credit approvals for customers. (ii) Definition of default The Group considers for internal credit risk management purposes and based on historical experience, that an event of default to have occurred when there is information obtained from internal or external sources that indicates the debtor is unlikely to pay its creditors, including the Group. (iii) Credit-impaired financial assets A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. These events include evidence that there is significant financial difficulty of the debtors or it is becoming probable that the debtor will enter bankruptcy. (iv) Write-off policy The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss. (v) Measurement and recognition of expected credit losses The measurement of expected credit losses is a function of the probability of default, loss given default (i.e., the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date. For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate. If the Group has measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in the previous reporting period, but determines at the current reporting date that the conditions for lifetime ECL are no longer met, the Group measures the loss allowance at an amount equal to 12-month ECL at the current reporting date. The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account. Derecognition of financial assets The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and a collateralized borrowing for the proceeds received. On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. Financial liabilities and equity Classification as debt or equity Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs. Financial liabilities Financial liabilities including trade and other payables, loans from shareholders and borrowings are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost, using the effective interest method, with interest expense recognized on an effective yield basis, except for short-term payables when the recognition of interest would be immaterial. Interest-bearing loans are initially recognized at fair value, and are subsequently measured at amortized cost, using the effective interest method. Derecognition of financial liabilities The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss. Revenue from contracts with customers Revenue is measured based on the consideration specified in a contract with a customer and recognized as and when control of a service is transferred to a customer. A performance obligation represents a good or service (or a bundle of goods or services) that is distinct or a series of distinct goods or services that are substantially the same. Control is transferred over time and revenue is recognized over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met: ● the customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs; ● the Group’s performance creates or enhances an asset that the customer controls as the Group performs; or ● the Group’s performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date. Otherwise, revenue is recognized at a point in time when the customer obtains control of the distinct good or service. A contract asset represents the Group’s right to consideration in exchange for goods or services that the Group has transferred to a customer that is not yet unconditional. It is assessed for impairment in accordance with IFRS 9. In contrast, a receivable represents the Group’s unconditional right to consideration, i.e., only the passage of time is required before payment of that consideration is due. A contract liability represents the Group’s obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. A contract asset and a contract liability relating to the same contract are accounted for and presented on a net basis. Revenues are recognized upon the application of the following steps: 1. Identification of the contract or contracts with a customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of revenue when, or as, the performance obligation is satisfied. The Group enters into services agreements and statements of work which set out the details of the work streams for each project to be provided to the customers. The work streams are generally capable of being distinct and accounted for as separate performance obligations. Revenue recognized from contracts with customers is disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. ● The Group provides consultancy services by providing information about its clients, products and services to their customers. The objective is to help its clients on its market positioning, internal roles structuring and research for new partners. The service is viewed as one performance obligation and revenue is recognized over time by using the output method when the performance obligation is satisfied and measured by the value of the service performed to date. Value of the service performed is determined based on the hours incurred times a fixed rate as stipulated in the contract. Any variabilities in the transaction price are resolved before each billing. The Group has elected to apply the practical expedient provided in IFRS 15, to recognize revenue in the amount to which it has the right to invoice and has not disclosed the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period. Interest income Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. Leases Definition of a lease A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. For contracts entered into or modified on or after the date of initial application of IFRS 16 or arising from business combinations, the Group assesses whether a contract is or contains a lease based on the definition under IFRS 16 at inception, modification date or acquisition date, as appropriate. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed. The Group as a lessee Short-term leases and leases of low-value assets The Group applies the short-term lease recognition exemption to leases of motor vehicles that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the recognition exemption for lease of low-value assets. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis or another systematic basis over the lease term. Right-of-use assets The cost of right-of-use asset includes: ● the amount of the initial measurement of the lease liability; ● any lease payments made at or before the commencement date, less any lease incentives received; ● any initial direct costs incurred by the Group; and ● an estimate of costs to be incurred by the Group in dismantling and removing the underlying assets, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. Right-of-use assets in which the Group is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease term are depreciated from commencement date to the end of the useful life. Otherwise, right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. The Group presents right-of-use assets as a separate line item on the consolidated statements of financial position. Refundable rental deposits Refundable rental deposits paid are accounted under IFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments and included in the cost of right-of-use assets. Lease liabilities At the commencement date of a lease, the Group recognizes and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The lease payments include: ● fixed payments (including in-substance fixed payments) less any lease incentives receivable; ● variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; ● amounts expected to be payable by the Group under residual value guarantees; ● the exercise price of a purchase option if the Group is reasonably certain to exercise the option; and ● payments of penalties for terminating a lease, if the lease term reflects the Group exercising an option to terminate the lease. After the commencement date, lease liabilities are adjusted by interest accretion and lease payments. The Group remeasures lease liabilities (and makes a corresponding adjustment to the related right-of-use assets) whenever: ● the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the related lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment. ● the lease payments change due to changes in market rental rates following a market rent review/expected payment under a guaranteed residual value, in which cases the related lease liability is remeasured by discounting the revised lease payments using the initial discount rate. The Group presents lease liabilities as a separate line item on the consolidated statements of financial position. Borrowing costs All borrowing costs are recognized in profit or loss in the period in which they are incurred. Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit/(loss) before tax because of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realized, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied to the same taxable entity by the same taxation authority. Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. |
Financial Instruments, Financia
Financial Instruments, Financial Risks and Capital Management | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments, Financial Risks and Capital Management [Abstract] | |
Financial instruments, financial risks and capital management | Note 4 — Financial instruments, financial risks and capital management (a) Categories of financial instruments The following table sets out the financial instruments as at the end of the reporting period: December 31, 2022 December 31, 2021 EUR EUR Financial assets Financial assets at amortized cost 383,890 151,384 Financial liabilities Financial liabilities at amortized cost 896,422 414,575 Lease liabilities 307,410 373,107 (b) Financial risk management policies and objectives The Group’s overall risk management policy seeks to minimize potential adverse effects on financial performance of the Group. There has been no change to the Group’s exposure to these financial risks or the manner in which it manages and measures the risk. The risks associated with these financial instruments and the policies to mitigate these risks are set out below. (i) Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group’s credit risk is primarily attributable to its cash and cash equivalents and trade receivables and other receivables. As at December 31, 2022, approximately 95% of the Group’s trade receivable arose from 2 customers, (2021: approximately 75% of the Group’s trade receivable arose from 3 customers). In order to minimize the credit risk, the management of the Group has delegated a team responsible for determination of credit limits and credit approvals. Cash and cash equivalents are placed with credit-worthy financial institutions with high credit ratings assigned by international credit-rating agencies and therefore credit risk is limited. The Group has adopted procedures in extending credit terms to customers and monitoring its credit risk. Credit evaluations are performed on customers requiring credit over a certain amount. Before accepting any new customer, the Group carries out research on the credit risk of the new customer and assesses the potential customer’s credit quality and defines credit limits by customer. Limits attributed to customers are reviewed when necessary. Concentration of credit risk Financial instruments, which potentially subject the Group to concentration of credit risk, consist primarily of cash deposits and accounts receivable. The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high-quality insured financial institutions. For the cash deposit in the traditional banks in Italy, cash balances in excess of the amount covered by the statutory Deposit Guarantee Scheme in Italy (i.e. EUR100,000) are at risk. For the cash deposit in non-traditional banks (i.e. Wise Europe SA), the whole amount of the cash deposit is at risk since it is not insured by the government. As of December 31, 2022, and 2021, we had cash deposits in a non-traditional bank, Wise Europe SA, amounting to EUR292,658 and EUR0, respectively. These deposits are not insured by the local government. The Company performed a detailed credit risk assessment concerning the uninsured deposit made in Wise Europe SA and determined that the credit risk is low, based on the following factors: (i) Wise Europe SA safeguards its customers’ funds by holding them in a mix of cash in leading commercial banks and low-risk liquid assets, as required by its regulatory obligations; (ii) Wise Europe SA is authorized by the National Bank of Belgium (“NBB”), which ensures that the bank operates under the regulations and guidelines set by the NBB; and (iii) the Group has not experienced losses on these bank accounts and does not believe it is exposed to any significant credit risk with respect to these bank accounts. The Group’s current credit risk grading framework comprises the following categories: Category Description Basis of recognizing ECL Low risk The counterparty has a low risk of default and does not have any past-due amounts. 12-month ECL Doubtful There have been significant increases in credit risk since initial recognition through information developed internally or external resources. Lifetime ECL—not credit-impaired In default There is evidence indicating the asset is credit-impaired. Lifetime ECL—credit-impaired Write-off There is evidence indicating that the debtor is in severe financial difficulty and the Group has no realistic prospect of recovery. Amount is written off The table below details the credit quality of the Group’s financial assets as well as maximum exposure to credit risk by credit risk rating grades: Financial assets at amortized cost 12-month or lifetime ECL Gross Loss Net 2022 Trade receivables Lifetime ECL – Not credit-impaired 31,660 - 31,660 Other receivables 12-month ECL 5,001 - 5,001 36,661 - 36,661 2021 Trade receivables Lifetime ECL – Not credit-impaired 120,363 - 120,363 Other receivables 12-month ECL 4,064 - 4,064 124,427 - 124,427 (ii) Interest rate risk management Interest rate risk arises from the potential changes in interest rates that may have an adverse effect on the Group in the current reporting period and future years. The Group’s primary interest rate relates to interest-bearing long-term borrowings. The interest rate and terms of repayment of bank loans are disclosed in note 11 of the consolidated financial statements. The sensitivity analysis has been determined based on the exposure to interest rates for non-derivative instruments at the end of the reporting period and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates. A 50 basis point increase or decrease is used and represents management’s assessment of the reasonably possible change in interest rates. As of December 31, 2022, it is estimated that a 50 basis point change in interest rates will affect the Group’s loss before tax by EUR110 (2021: profit before tax by EUR125). (iii) Liquidity risk management In the management of the liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed adequate by management to finance its operations and mitigate the effects of fluctuations in cash flows. The management monitors the utilization of bank borrowings and ensures compliance with loan covenants. The following table details the Group’s contractual maturity for its non-derivative financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. Interest rate On demand or Over 1 year Total Total % EUR EUR EUR EUR December 31, 2022 Non-interest bearing - 874,506 - 874,506 874,506 Fixed interest rate instruments 0.75 6,346 15,866 22,212 21,916 Lease liabilities 0.75 – 8.1 82,666 229,562 312,228 307,410 December 31, 2021 Non-interest bearing - 389,573 - 389,573 389,573 Fixed interest rate instruments 0.75 3,267 22,212 25,479 25,000 Lease liabilities 0.75 80,054 300,212 380,266 373,107 (iv) Fair value of financial assets and financial liabilities The carrying amounts of financial assets and liabilities on the consolidated statements of financial position approximate their respective fair values due to the relatively short-term maturity of these consolidated financial instruments. The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to consolidated financial statements. (c) Capital risk management policies and objectives Management reviews the capital structure regularly to ensure that the Group will be able to continue as a going concern. The capital structure comprises only issued capital, reserves and retained earnings. As a part of this review, the management consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the directors, the Group will balance its overall capital structure through the payment of dividends, new share issues as well as the issue of new debts or the redemption of existing debts. The Group’s overall strategy remains unchanged. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Note 5 — Property, plant and equipment Office equipment Leasehold improvement Total EUR EUR EUR Cost: At January 1, 2020 5,923 - 5,923 Additions - - - At December 31, 2020 5,923 - 5,923 Additions 9,153 7,200 16,353 At December 31, 2021 15,076 7,200 22,276 Additions 1,209 - 1,209 At December 31, 2022 16,285 7,200 23,485 Accumulated depreciation: At January 1, 2020 2,461 - 2,461 Depreciation for the year 1,185 - 1,185 At December 31, 2020 3,646 - 3,646 Depreciation for the year 3,015 1,440 4,455 At December 31, 2021 6,661 1,440 8,101 Depreciation for the year 2,579 1,440 4,019 At December 31, 2022 9,240 2,880 12,120 Net carrying amount: At December 31, 2020 2,277 - 2,277 At December 31, 2021 8,415 5,760 14,175 At December 31, 2022 7,045 4,320 11,365 Depreciation expenses for the years ended December 31, 2022, 2021 and 2020 amounted to EUR4,019, EUR4,455 and EUR1,185, respectively, which were included in general and administrative expenses. |
Right-of-use assets
Right-of-use assets | 12 Months Ended |
Dec. 31, 2022 | |
Right-of-Use Assets [Abstract] | |
Right-of-use assets | Note 6 — Right-of-use assets Office space and garage Office equipment Vehicles Total EUR EUR EUR EUR Cost: At January 1, 2020 - - 4,443 4,443 Additions - - - - At December 31, 2020 - - 4,443 4,443 Additions 341,591 3,315 80,344 425,250 At December 31, 2021 341,591 3,315 84,787 429,693 Additions - - 22,752 22,752 Modification of lease - - (5,482 ) (5,482 ) At December 31, 2022 341,591 3,315 102,057 446,963 Accumulated depreciation: At January 1, 2020 - - - - Depreciation for the year - - 1,855 1,855 At December 31, 2020 - - 1,855 1,855 Depreciation for the year 43,986 182 20,258 64,426 At December 31, 2021 43,986 182 22,113 66,281 Depreciation for the year 62,829 660 28,804 92,293 At December 31, 2022 106,815 842 50,917 158,574 Carrying amount: At December 31, 2020 - - 2,588 2,588 At December 31, 2021 297,605 3,133 62,674 363,412 At December 31, 2022 234,776 2,473 51,140 288,389 Amount recognized in profit and loss 2022 2021 2020 EUR EUR EUR Depreciation expense on right-of-use assets 92,293 64,426 1,855 Interest expense on lease liabilities 3,680 2,234 28 Expenses relating to lease of short-term leases 2,951 3,597 1,210 |
Trade and other receivables
Trade and other receivables | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other receivables [Abstract] | |
Trade and other receivables | Note 7 — Trade and other receivables December 31, 2022 December 31, 2021 EUR EUR Trade receivables – outside parties 31,660 120,363 Other receivables – outside parties 592 1,397 Other receivables – related parties 4,409 2,667 36,661 124,427 The credit period on rendering of service to outside parties is based on ordinary course of businesses. Loss allowance for trade receivables has been measured at an amount equal to the lifetime ECL. The ECL on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, and where relevant general economic conditions of the industry in which the debtors operate. As at end of reporting period, management considers the ECL for trade and other receivables is insignificant. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished between the Group’s different customer base. |
Deposits and prepayments
Deposits and prepayments | 12 Months Ended |
Dec. 31, 2022 | |
Deposits and prepayments [Abstract] | |
Deposits and prepayments | Note 8 — Deposits and prepayments December 31, 2022 December 31, 2021 EUR EUR Deposits – outside parties 39,193 39,694 Prepayments – related parties 96,744 28,545 Prepayments – outside parties 42,834 955 178,771 69,194 |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | Note 9 — Cash and cash equivalents December 31, December 31, 2021 EUR EUR Cash at bank 347,229 26,957 |
Lease liabilities and commitmen
Lease liabilities and commitment | 12 Months Ended |
Dec. 31, 2022 | |
Lease Liabilities and Commitment [Abstract] | |
Lease liabilities and commitment | Note 10 — Lease liabilities and commitment The Group entered into lease agreements for office space, garage, office equipment and vehicles with expiration dates ranging from 2023 to 2027. The lease terms were between 2 to 6 years. The Company’s lease liabilities payables and commitments for minimum lease payments under these leases as at December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 EUR EUR Lease liabilities payable: Less than 1 year 80,637 77,520 1 to 3 years 141,909 147,453 3 to 5 years 84,864 131,904 More than 5 years - 16,230 307,410 373,107 A maturity analysis of lease liabilities based on undiscounted gross cash flow is reported in the table below: December 31, 2022 December 31, 2021 EUR EUR Less than 1 year 82,666 80,054 1 to 3 years 144,273 150,793 3 to 5 years 85,289 133,169 More than 5 years - 16,250 312,228 380,266 At December 31, 2022, the total cash outflow for leases amount to EUR86,196 (2021: EUR56,996). |
Loan payable
Loan payable | 12 Months Ended |
Dec. 31, 2022 | |
Loan payable [Abstract] | |
Loan payable | Note 11 — Loan payable December 31, 2022 December 31, 2021 EUR EUR Unsecured – at amortized cost: Small and medium enterprises guarantee fund interest rate: 0.75% per annum (2021: interest rate: 0.75% per annum) 21,916 25,000 Analyzed between: Current portion Within 1 year 6,203 3,084 Non-current portion Within 2 to 5 years 15,713 21,916 21,916 25,000 The loan was drawn on June 25, 2020 from an independent third party. The monthly interest rate is 0.0625% and the annualized interest rate is 0.75% per annum. The loan term is 6 years and repayment of principal begins 2 years from the loan drawdown date. |
Trade and other payables
Trade and other payables | 12 Months Ended |
Dec. 31, 2022 | |
Trade and Other payables [Abstract] | |
Trade and other payables | Note 12 — Trade and other payables December 31, 2022 December 31, 2021 EUR EUR Trade payables – outside parties 100,791 68,986 Trade payables – related parties 29,533 42,712 Other payables – outside parties 512,698 257,877 Other payables – related parties 7,236 - 650,258 369,575 Trade payables mainly represents trade payables due to vendors, including independent third party and related parties, who delivered the consultancy services. Other payable mainly represents social security contribution payables, VAT and other tax payables. |
Loan from a shareholder
Loan from a shareholder | 12 Months Ended |
Dec. 31, 2022 | |
Loan From a Shareholder [Abstract] | |
Loan from a shareholder | Note 13 — Loan from a shareholder The balance represents the loan from a shareholder, Sergio Carlo Scalpelli, our Chief Executive Officer and director, in the amount of EUR20,000, interest-free with repayment scheduled on March 31, 2022, June 30, 2022 and September 30, 2022 in the amount of EUR7,000, EUR7,000 and EUR6,000, respectively. Sergio Carlo Scalpelli waived the repayment schedule, and the repayment date of the full amount was rescheduled to September 30, 2022. The full amount of the loan was repaid to Sergio Carlo Scalpelli on September 30, 2022. The outstanding balance of the loan amounted to EUR0 and EUR20,000 for the years ended December 31, 2022 and 2021, respectively. |
Provisions
Provisions | 12 Months Ended |
Dec. 31, 2022 | |
Provisions [Abstract] | |
Provisions | Note 14 — Provisions The balance represents the termination benefits for directors of Brera Milano. Provisions for termination benefits for directors are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. The former director of Brera Milano, Marco Sala, agreed to waive the entitled provision upon his resignation as director of Brera Milano in 2022. |
Share capital and other reserve
Share capital and other reserves | 12 Months Ended |
Dec. 31, 2022 | |
Share capital and other reserves [Abstrcat] | |
Share capital and other reserves | Note 15 — Share capital and other reserves The authorized share capital of the Company consists of 350,000,001 shares, consisting of (i) 300,000,000 shares of ordinary shares, with a nominal value of US$0.005 per share, of which 50,000,000 shares are designated Class A Ordinary Shares, nominal value US$0.005 per share, and 250,000,000 shares are designated Class B Ordinary Shares, nominal value US$0.005 per share, and (ii) 50,000,000 shares of preferred shares, with a nominal value of US$0.005 per share and (iii) one ordinary share with a nominal value of EUR1.00. Class A Ordinary Shares are entitled to ten votes per share on proposals requiring or requesting shareholder approval, and Class B Ordinary Shares are entitled to one vote on any such matter. The sole subscriber to the incorporation constitution of Brera Holdings Limited was Goodbody Subscriber One Limited who subscribed for one (1) ordinary share for EUR1.00 on June 30, 2022 but no cash has been received. On July 11, 2022, the one ordinary share was transferred to Daniel Joseph McClory, and on July 14, 2022, the ordinary share was surrendered to the Company and cancelled in accordance with Irish law. On July 13, 2022, an amended constitution was adopted by Brera Holdings Limited reflecting an authorized share capital of EUR1.00 and US$1,750,000 divided into 50,000,000 Class A Ordinary Shares, nominal value US$0.005 per share, 250,000,000 Class B Ordinary Shares, nominal value US$0.005 per share, 50,000,000 preferred shares, nominal value US$0.005 per share, and one ordinary share with a nominal value of EUR1.00. On July 14, 2022, the Company issued 8,100,000 Class A Ordinary Shares and 100,000 Class B Ordinary Shares. As part of the Reorganization, 100% of Brera Milano shares were acquired by the Company in exchange for the payment of EUR25,000 to Brera Milano shareholders (the “Acquisition”). The Company also agreed to contribute EUR253,821 to Brera Milano upon the final completion of the formal obligations under their agreement at the Milan Register of Companies, in order to restore Brera Milano’s share capital due to a EUR253,821 liability indicated by its financial statements. The Acquisition was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with the guidance in paragraphs B19–B27 of IFRS 3 for reverse acquisitions. Brera Milano was determined to be the accounting acquirer based upon the terms of the Acquisition and other factors including: (i) former Brera Milano shareholders owning approximately 35% of the combined company (on a fully diluted basis) immediately following the closing of the Acquisition and are the largest shareholders’ party of the Company, (ii) former Brera Milano shareholder, Alessandro Aleotti, being appointed as the Chief Strategy Officer and a director of the Company, and (iii) former Brera Milano shareholder, Sergio Carlo Scalpelli, being appointed as the Chief Executive Officer and a director of the Company; (iv) shareholders of the Company other than the former Brera Milano shareholders continuing as passive investors; and (v) the combined company continuing the football related business with Brera Milano shareholders being the major subject matter experts of this industry in the Company and having the power to direct the development and operations of the combined company after the Acquisition. As of December 31, 2022, the Company, which was established as a non-operational shell corporation on June 30, 2022, has undergone a transformation following a reverse acquisition completed on July 29, 2022. Prior to this acquisition, the Company had issued shares to existing shareholders as a shell corporation, and it was not qualified as a business under the definition of IFRS 3. With reference to IFRS 3 Appendix B, this would not constitute as a business combination since there is no substantive change in the reporting entity or its assets and liabilities. Consequently, the consolidated financial statements of the Company as of December 31, 2021, represented a continuation of the financial statements of Brera Milano and the assets and liabilities are presented at their historical carrying values. As of December 31, 2022, the Company’s consolidated financial statements are prepared in accordance to IFRS 10 and represented the aggregated financial results of all entities within the Group. On July 22, 2022, September 19, 2022, October 7, 2022, October 26, 2022, and November 4, 2022, we conducted private placements of Class B Ordinary Shares and entered into certain subscription agreements with a number of (i) accredited investors as defined in Section 2(a)(15) of the Securities Act, and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws or (ii) non-U.S. persons made in compliance with the provisions of Regulation S promulgated under the Securities Act. Pursuant to the agreements, we issued 1,505,000 Class B Ordinary Shares at $1.00 per share for a total of US$1,505,000. The shares are subject to certain lockup provisions until 180 days after the commencement of trading of our Class B Ordinary Shares, subject to certain exceptions. Boustead acted as placement agent in this private placement. Pursuant to our engagement letter agreement with Boustead, in addition to payments of a success fee of US$105,350, or 7% of the total purchase price of the shares sold in the private placement, and a non-accountable expense allowance of US$15,050, or 1% of the total purchase price of the shares sold in the private placement, we agreed to issue Boustead a five-year warrant to purchase up to 105,350 Class B Ordinary Shares, exercisable on a cashless basis, with an exercise price of US$1.00 per share, subject to adjustment. On September 21, 2022, Daniel Joseph McClory, our Executive Chairman and director, surrendered his 2,500,000 Class A Ordinary Shares and we issued 2,250,000 Class A Ordinary Shares to Pinehurst Partners LLC, whose sole beneficial owner is Daniel Joseph McClory, 200,000 Class B Ordinary Shares to Lucia Giovannetti, and 50,000 Class B Ordinary Shares to Christopher Paul Gardner, our director, for US$11,250, US$1,000 and US$250, respectively. On October 5, 2022, Marco Sala surrendered 250,000 of his Class A Ordinary Shares, Daniel Joseph McClory surrendered 250,000 of his Class B Ordinary Shares and we issued 50,000 Class A Ordinary Shares to each of Daniel Joseph McClory and Alessandro Aleotti, our Chief Strategy Officer and director, and 50,000 Class B Ordinary Shares to each of Alberto Libanori, our director, Pietro Bersani, our director, Goran Pandev, our director, and Sergio Carlo Scalpelli, our Chief Executive Officer and director, for aggregate purchase prices of $250 each, and 250,000 Class B Ordinary Shares to Grant McClory, Daniel Joseph McClory’s adult son, for US$1,250. On November 11, 2022, we issued 100,000 Class B Ordinary Shares to Christopher Paul Gardner, our director, and 50,000 Class B Ordinary Shares to Sergio Carlo Scalpelli, our Chief Executive Officer and director, for US$500 and US$250, respectively. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue [Abstract] | |
Revenue | Note 16 — Revenue 2022 2021 2020 EUR EUR EUR Revenue recognized over time Consultancy revenue 162,407 420,167 214,756 All revenue was generated from sales transactions with independent third parties. One customer accounted for over 10% of the Group’s total revenue, represented 74% of the Group’s sales for the year ended December 31, 2022. Three customers, each accounted for over 10% of the Group’s total revenue, represented 75% and 98% of the Group’s sales for the years ended December 31, 2021 and 2020, respectively. Trade receivable from these customers was EUR24,400, EUR71,038 and EUR81,385 as of December 31, 2022, 2021 and 2020, respectively. |
Cost of revenue
Cost of revenue | 12 Months Ended |
Dec. 31, 2022 | |
Cost of revenue [Abstract] | |
Cost of revenue | Note 17 — Cost of revenue Cost of revenue primarily consists of expenses for consultants directly involved in the delivery of services to customers. 2022 2021 2020 EUR EUR EUR Cost of revenue 90,270 110,588 74,546 72%, 26% and 34% of the cost of revenue were incurred from transactions with related parties of the Company for the year ended December 31, 2022, 2021 and 2020, respectively. Four suppliers, each accounted for over 10% of the Group’s total cost of revenue, represented 88%, 56% and 88% of the Group’s cost of revenue for the years ended December 31, 2022, 2021 and 2020, respectively. Trade payable from these suppliers was EUR37,853, EUR6,112 and EUR7,560 as of December 31, 2022, 2021 and 2020, respectively. |
General and administrative expe
General and administrative expenses | 12 Months Ended |
Dec. 31, 2022 | |
General and administrative expense [Abstract] | |
General and administrative expenses | Note 18 — General and administrative expenses Included within general and administrative expenses are the following expenses. 2022 2021 2020 EUR EUR EUR Advertising and marketing expenses 17,566 1,210 2,529 Bad debt expenses 5,261 - - Bank and other charges 4,424 2,718 719 Cleaning expenses 8,888 9,250 - Depreciation 96,311 68,881 3,040 Director’s emoluments (included in note 19) 118,699 58,164 80,660 Entertainment expenses 33,651 13,172 428 Insurance 3,190 1,680 - Listing fee 47,464 - - Office supplies and administrative expenses 10,453 36,158 1,307 Professional and consultancy services - third parties 643,825 47,020 6,045 Professional and consultancy services - related parties 46,000 - - Expenses on short term leases 2,951 3,597 1,210 Sponsorship - related party 100,000 30,000 15,000 Staff costs 38,993 - - Stamp duties and other taxes 5,214 2,089 315 Subscriptions 427 5,454 9,469 Transportation and accommodation 39,466 11,613 10,688 Utilities 3,344 1,729 - Other administrative expenses 72,746 23,934 18,807 1,298,873 316,669 150,217 |
Director's emoluments
Director's emoluments | 12 Months Ended |
Dec. 31, 2022 | |
Directors Emoluments [Abstract] | |
Director’s emoluments | Note 19 — Director’s emoluments 2022 2021 2020 EUR EUR EUR Director’s fee 106,693 46,892 59,756 Other emoluments 12,006 11,272 20,904 118,699 58,164 80,660 Other emoluments mainly represent social security fund and medical allowance. |
Provision for income taxes expe
Provision for income taxes expenses | 12 Months Ended |
Dec. 31, 2022 | |
Provision for income taxes expenses [Abstract] | |
Provision for income taxes expenses | Note 20 — Provision for income taxes expenses Ireland Brera Holdings PLC is a holding company registered in Ireland. The Company was incorporated in Ireland on June 30, 2022, no provision for income taxes in the Ireland has been made as Brera Holdings PLC did not generate any Ireland taxable income for the year ended December 31, 2022. The corporate tax rate for trading income in Ireland in 2022 is 12.50% (2021:12.50%). Italy The Company conducts its major businesses in Italy and is subject to tax in this jurisdiction. During the years ended December 31, 2022, 2021 and 2020, all taxable income (loss) of the Company is generated in Italy. As a result of its business activities, the Company files tax returns that are subject to examination by the Italian Revenue Agency. Italian companies are subject to two enacted income taxes at the following rates: 2022 2021 2020 IRES (state tax) 24.00 % 24.00 % 24.00 % IRAP (regional tax) 3.90 % 3.90 % 3.90 % IRES is a state tax and is calculated on the taxable income determined on the income before taxes modified to reflect all temporary and permanent differences regulated by the tax law. IRAP is a regional tax and each Italian region has the power to increase the current rate of 3.90% by a maximum of 0.92%. In general, the taxable base of IRAP is a form of gross profit determined as the difference between gross revenues (excluding interest and dividend income) and direct production costs (excluding interest expense and other financial costs). For the years ended December 31, 2022, 2021 and 2020, the Company’s income tax expenses are as follows: 2022 2021 2020 EUR EUR EUR Current tax expenses - 29,331 8,236 - 29,331 8,236 A reconciliation of income taxes at statutory rates with the reported taxes is as follows: 2022 2021 2020 EUR EUR EUR (Loss) profit before tax for the year (1,226,855 ) (57,725 ) 10,744 Expected income tax recovery – IRES (112,400 ) (13,854 ) 2,579 Expected income tax recovery – IRAP (18,265 ) (2,251 ) 419 Expected income tax recovery – Ireland (94,815 ) - - Tax loss not recognized 225,480 - - Permanent differences - 45,436 5,238 Current tax expenses - 29,331 8,236 |
Basic and diluted (loss) earnin
Basic and diluted (loss) earnings per share | 12 Months Ended |
Dec. 31, 2022 | |
Basic and diluted loss per share [Abstract] | |
Basic and diluted (loss) earnings per share | Note 21 — Basic and diluted (loss) earnings per share The calculation of the basic and diluted (loss) earnings per share attributable to the shareholders of the Group is based on the following data: (Loss) earnings 2022 2021 2020 EUR EUR EUR (Loss) earnings for the purpose of basic and diluted (loss) earnings per share (1,226,855 ) (87,056 ) 2,508 Number of shares 2022 2021 2020 Weighted average number of ordinary shares for the purposes of basic (loss) earnings per share (Ordinary shares Class A) 5,203,562 2,850,000 2,850,000 Weighted average number of ordinary shares for the purposes of basic (loss) earnings per share (Ordinary shares Class B) 709,301 100,000 100,000 Diluted (loss) earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue during the year to assume conversion of all dilutive potential ordinary shares. The Company had no dilutive shares as of December 31, 2022, 2021 and 2020. The Group computes net (loss) earnings per share of Ordinary Shares Class A and Ordinary Shares Class B stock using the two-class method. Basic net (loss) earnings per share is computed using the weighted-average number of shares outstanding during the period. Diluted net (loss) earnings per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of restricted stock units and other contingently issuable shares. The dilutive effect of outstanding restricted stock units and other contingently issuable shares is reflected in diluted earnings per share by application of the treasury stock method. The rights, including the liquidation and dividend rights, of the holders of our Ordinary Shares Class A and Ordinary Shares Class B stock are identical, except with respect to voting. In the years ended December 31, 2022, 2021 and 2020, the net (loss) earnings per share amounts are the same for Ordinary Shares Class A and Ordinary Shares Class B stock because the holders of each class are entitled to equal per share dividends or distributions in liquidation. The following table sets forth the computation of basic and diluted net (loss) earnings per share for the years ended December 31, 2022, 2021 and 2020, which includes both Ordinary Shares Class A and Ordinary Shares Class B: 2022 2021 2020 Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Net (loss) earnings per share, basic and diluted Numerator: Allocation of undistributed net (loss) earnings (1,079,683 ) (147,172 ) (84,105 ) (2,951 ) 2,423 85 Denominator: Weighted average shares 5,203,562 709,301 2,850,000 100,000 2,850,000 100,000 Basic and diluted net (loss) earnings per share (0.21 ) (0.21 ) (0.03 ) (0.03 ) 0.00 0.00 |
Related party
Related party | 12 Months Ended |
Dec. 31, 2022 | |
Related party [Abstract] | |
Related party | Note 22 — Related party The related parties had transactions and outstanding balances for the years ended December 31, 2022 and 2021 consist of the following: Name of the related parties Nature of relationship Brera Calcio AS Shareholder of the Company being the Fudbalski Klub Akademija Pandev Goran Pandev, the director of the Company, is the Alessandro Aleotti Shareholder, Chief Strategy Officer and Director of the Company Marco Sala Shareholder of the Company and former Director of Brera Milano Max Srl Shareholder of the Company Stefano Locatelli Shareholder of the Company Christian Rocca Shareholder of the Company Sergio Carlo Scalpelli Shareholder, Chief Executive Officer and Director of the Company Adrio Maria de Carolis Shareholder of the Company Francesca Duva Director of Brera Milano 2022 2021 EUR EUR Other receivables – related parties Alessandro Aleotti 333 333 Marco Sala 333 333 Sergio Carlo Scalpelli 333 333 Christian Rocca 334 334 Stefano Locatelli - 1,334 Brera Calcio AS 3,076 - Deposits and prepayments – related parties Max Srl 38,856 14,545 Stefano Locatelli 35,868 14,000 Sergio Carlo Scalpelli 22,020 - Trade and other payables – related parties Max Srl 19,666 6,112 Stefano Locatelli 9,867 - Brera Calcio AS - 36,600 Sergio Carlo Scalpelli 4,146 - Francesca Duva 3,090 - Loan from a shareholder Sergio Carlo Scalpelli - 20,000 As of December 31, 2022 and 2021, balances due from and due to related parties primarily represent monetary advancements and repayments by the related parties for its normal course of business. During the years ended December 31, 2022 and 2021, Brera Milano engaged SWG S.p.A., or SWG, to provide certain polling services, free of charge, and without agreements in writing. SWG is beneficially owned by Adrio Maria de Carolis, a beneficial owner of Class A Ordinary Shares. |
Reconciliation of Liabilities a
Reconciliation of Liabilities arising from Financing Activities | 12 Months Ended |
Dec. 31, 2022 | |
Reconciliation of Liabilities arising from Financing Activities [Abstract] | |
Reconciliation of liabilities arising from financing activities | Note 23 — Reconciliation of liabilities arising from financing activities Loan payable Loan from a shareholder Lease liabilities Total EUR EUR EUR EUR At January 1, 2020 - - 4,474 4,474 Financing cash flows 25,000 - (1,883 ) 23,117 Interest expenses - - 28 28 At December 31, 2020 25,000 - 2,619 27,619 Financing cash flows - 20,000 (56,996 ) (36,996 ) New leases entered - - 425,250 425,250 Interest expenses - - 2,234 2,234 At December 31, 2021 25,000 20,000 373,107 418,107 Financing cash flows (3,084 ) (20,000 ) (86,196 ) (109,280 ) New leases entered - - 22,752 22,752 Change on modification of lease - - (5,933 ) (5,933 ) Interest expenses - - 3,680 3,680 At December 31, 2022 21,916 - 307,410 329,326 Net proceeds from shares issuance for cash in 2022 was EUR1,346,607 (2021 and 2020: nil |
Deferred offering costs
Deferred offering costs | 12 Months Ended |
Dec. 31, 2022 | |
Deferred offering costs [Abstract] | |
Deferred offering costs | Note 24 — Deferred offering costs Deferred offering cost means any fees, commissions, costs, expenses, concessions and other amounts payable to any party, including, without limitation, brokers, underwriters, advisors (accounting, financial, legal and otherwise) and any consultants, in connection with the Company’s initial public offering of Class B Ordinary Shares (“Offering Shares”). The Offering Shares commenced trading on the Nasdaq Capital Market under the symbol “BREA”. The closing of the Offering took place on January 31, 2023. Upon completion of the IPO, these deferred offering costs shall be reclassified from current assets to stockholders’ equity and recorded against the net proceeds from the offering. December 31, December 31, 2021 EUR EUR Deferred offering costs 262,684 - |
Deferred revenue
Deferred revenue | 12 Months Ended |
Dec. 31, 2022 | |
Deferred revenue [Abstract] | |
Deferred revenue | Note 25 — Deferred revenue Deferred revenue, also known as unearned revenue, represents amounts received or invoiced in advance of delivering goods or rendering services. These amounts are recognized as revenue when the performance obligations under the contracts are fulfilled. The Company accounts for deferred revenue in accordance with IFRS 15 - Revenue from Contracts with Customers. December 31, December 31, 2021 EUR EUR Deferred revenue – outside parties 224,248 29,371 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent events [Abstract] | |
Subsequent events | Note 26 — Subsequent events (i) Initial Public Offering On January 26, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with Revere Securities, LLC, as representative of the underwriters named on Schedule 1 thereto (the “Representative”), relating to the Company’s initial public offering (the “Offering”) of 1,500,000 Class B Ordinary Shares (the “Offering Shares”) of the Company, at an Offering price of US$5.00 per share (the “Offering Price”). Pursuant to the Underwriting Agreement, in exchange for the Representative’s firm commitment to purchase the Offering Shares, the Company agreed to sell the Offering Shares to the Representative at a purchase price of US$4.65 (93% of the public offering price per share). The Company also granted the Representative a 45-day over-allotment option to purchase up to an additional 225,000 Class B Ordinary Shares at the Offering Price, representing fifteen percent (15%) of the Class B Ordinary Shares sold in the Offering, from the Company, less underwriting discounts and commissions and a non-accountable expense allowance. The Offering Shares commenced trading on the Nasdaq Capital Market under the symbol “BREA”. The closing of the Offering took place on January 31, 2023. After deducting underwriting discounts and commissions and non-accountable expense allowance, the Company received net proceeds of approximately US$6,900,000. The Company also issued the Representative a warrant to purchase up to 105,000 Class B Ordinary Shares (7% of the Class B Ordinary Shares sold in the Offering) (the “Representative’s Warrants”). The Representative’s Warrants are exercisable at any time from July 26, 2023 to July 26, 2028 for US$5.00 per share (100% of the Offering Price per Class B Ordinary Share). The Representative’s Warrants contain customary anti-dilution provisions for share dividends, splits, mergers, and any future issuance of ordinary shares or ordinary shares equivalents at prices (or with exercise and/or conversion prices) below the exercise price. The Representative’s Warrant also contains piggyback registration rights in compliance with FINRA Rule 5110. The Offering Shares were offered and sold and the Representative’s Warrant was issued pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-268187), as amended (the “Registration Statement”), initially filed with the Commission on November 4, 2022, and declared effective by the Commission on January 26, 2023, and the final prospectus filed with the Commission on January 30, 2023 pursuant to Rule 424(b)(4) of the Securities Act. The Offering Shares, Representative’s Warrant and the Class B Ordinary Shares underlying the Representative’s Warrant were registered as a part of the Registration Statement. The Company intends to use the net proceeds from the Offering to purchase acquisition or management rights of football clubs; continued investment in social impact football; sales and marketing; and working capital and general corporate purposes. The Underwriting Agreement contained customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. The Company’s officers, directors, and Class A Ordinary Shares shareholders, have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any ordinary shares or other securities convertible into or exercisable or exchangeable for ordinary shares for a period of 12 months without the prior written consent of the Representative. (ii) Entry into a Letter of Intent with Fudbalski Klub Akademija Pandev On February 13, 2023, we entered into a binding letter of intent (the “Letter of Intent”) with Fudbalski Klub Akademija Pandev, a joint stock company organized under the laws of North Macedonia (“FKAP”), and its sole equity holder, Goran Pandev, our director (the “FKAP Owner”), relating to the acquisition of FKAP by the Company or Brera Milano. Pursuant to the Letter of Intent, the Company, FKAP and the FKAP Owner 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 will acquire from the FKAP Owner a number of shares of the issued and outstanding capital stock or other equity interests of FKAP constituting 90% of the outstanding common shares of FKAP after such acquisition. The Company will pay the FKAP Owner EUR600,000 on the date that the parties enter into the Definitive Agreements. Additionally, for a period of ten years beginning with December 31, 2023, and following each year thereafter until December 31, 2033, the Company shall issue to the FKAP Owner a number of restricted Class B Ordinary Shares of the Company equal to the quotient of the Applicable Net Income Amount (as defined below) divided by the VWAP Per Share (as defined below). For purposes of the Letter of Intent, the “Applicable Net Income Amount” shall be equal to the sum of (i) 15% of the net income actually received by FKAP from players’ transfer market fees received during the applicable year; plus (ii) 15% of the net income actually received by FKAP from Union of European Football Associations prize money paid for access to European qualifying rounds (not including group stages, and only including such rounds) during the applicable year; and “VWAP Per Share” means the average of the daily Volume-Weighted Average Price per share of the Class B Ordinary Shares for each of the ten consecutive trading days beginning on the trading day immediately prior to the measurement date. The Letter of Intent will automatically terminate, and be of no further force and effect except as provided, upon the earlier of (i) execution of the Definitive Agreements, (ii) mutual agreement between the Company and the FKAP Owner, or (iii) at least ten days’ written notice of termination from one party to the other which may occur no sooner than March 31, 2023. The Letter of Intent contains customary covenants including as to due diligence, exclusivity, and expenses. (iii) Entry into a Contract with Tchumene FC Sports Association On March 17, 2023, we entered into a contract (the “Contract”) with Tchumene FC Sports Association, a football club organized under the laws of Mozambique (“Tchumene FC” or the “Club”), relating to a strategic partnership through the establishment of sponsorship and franchising relationships between us and Tchumene FC. Pursuant to the Contract, for the 2023 football season, Tchumene FC will be rebranded as “Brera Tchumene FC” with simultaneous modification of its logo and corporate colors. We will determine the Club’s game shirt sponsor, deliver media relating to the Club on its communication channels, manage external media relations, use the Club’s brand for any communication activity and promotion, and promote the Club around the world through its relationship network with football operators and finance partners in the United States. We will not intervene or assume responsibility over the sports management of the Club and all of the Club’s sporting activity will remain under the exclusive control of Tchumene FC. The Company will pay Tchumene FC €25,000, of which €15,000 was paid upon signing the Contract and €10,000 will be paid by the middle of the 2023 football season. Additionally, if the Contract is renewed automatically for an additional annual term as described below, the Company will pay €25,000 in one lump sum within thirty days of such renewal of the Contract for the following football season. We will decide the shirt sponsor of the Club’s football shirts. If the sponsor is an Italian company that already works with us, part of the sponsorship revenue may be allocated to Tchumene FC; however, if the sponsor is from Mozambique, we will negotiate with Tchumene FC the division of the sponsorship revenue in accordance with market standards. The Contract will automatically renew for each subsequent football season in which Tchumene FC plays in the Mozambique second division, unless terminated at the end of any football season by either party upon 30 days’ notice or upon a breach of contract with 30 days’ notice. If Tchumene FC enters Mozambique football’s first division, the Contract will be terminated with the intent to renegotiate the terms to include greater commitments between the parties. The Contract also provides that no exclusivity obligations arise under it, and that we may sign similar sponsorship, franchise or other agreements with any company operating in the sports industry. (iv) Entry into a Share Purchase Agreement with Fudbalski Klub Akademija Pandev On April 28, 2023, we entered into an agreement for the purchase and sale of outstanding common shares (the “Share Purchase Agreement”) with Fudbalski Klub Akademija Pandev, a joint stock company organized under the laws of North Macedonia (“FKAP”), and its sole equity holder, Goran Pandev, our director (the “FKAP Owner”), relating to the acquisition of FKAP by the Company. Pursuant to the Share Purchase Agreement, the Company acquired from the FKAP Owner 2,250 common shares of FKAP, constituting 90% of the outstanding common shares of FKAP, and the Company paid the FKAP Owner EUR600,000 upon the signing of the Share Purchase Agreement. Additionally, for a period of ten years beginning with December 31, 2023, and following each year thereafter until December 31, 2033, the Company shall issue to the FKAP Owner a number of restricted Class B Ordinary Shares of the Company equal to the quotient of the Applicable Net Income Amount (as defined below) divided by the VWAP Per Share (as defined below). For purposes of the Share Purchase Agreement, the “Applicable Net Income Amount” shall be equal to the sum of (i) 15% of the net income actually received by FKAP from players’ transfer market fees received during the applicable year; plus (ii) 15% of the net income actually received by FKAP from Union of European Football Associations prize money paid for access to European qualifying rounds (not including group stages, and only including such rounds) during the applicable year; and “VWAP Per Share” means the average of the daily Volume-Weighted Average Price per share of the Class B Ordinary Shares for each of the ten consecutive trading days beginning on the trading day immediately prior to the measurement date. The Share Purchase Agreement may be terminated, amended, supplemented, waived or modified only by written instrument signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought. The Share Purchase Agreement contains customary covenants including as to due diligence, representation and warranties, and indemnification. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of consolidation | Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company: ● has power over the investee; ● is exposed, or has rights, to variable returns from its involvement with the investee; and ● has the ability to use its power to affect its returns. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statements of profit or loss from the date the Group gains control until the date when the Group ceases to control the subsidiary. Profit or loss and each item of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Non-controlling interests in subsidiaries are presented separately from the Group’s equity therein, which represent present ownership interests entitling their holders to a proportionate share of net assets of the relevant subsidiaries upon liquidation. The following table lists the constituent companies in the Group. Company name Jurisdiction Incorporation Date Ownership Brera Holdings PLC Ireland June 30, 2022 Group Holding Company Brera Milano Srl Italy December 20, 2016 100% (via Brera Holdings PLC) |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are tangible assets that are held for use in the production or supply of goods or services, or for administrative purposes. Property, plant and equipment are stated in the consolidated statements of financial position at cost less subsequent accumulated depreciation and subsequent accumulated impairment losses, if any. Costs include any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and, for qualifying assets, borrowing costs capitalized in accordance with the Group’s accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use. Depreciation is recognized to allocate the cost of assets less their residual values over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. Depreciation is charged to allocate the cost of assets, over their estimated useful lives, using the straight-line method, on the following bases: Years Leasehold improvements 5 Furniture and fittings 5 Office equipment and software 5 |
Impairment on property, plant and equipment and right-of-use assets | Impairment on property, plant and equipment and right-of-use assets At the end of the reporting period, the Group reviews the carrying amounts of its property, plant and equipment and right-of-use assets to determine whether there is any indication that these assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the relevant asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of property, plant and equipment and right-of-use assets are estimated individually. When it is not possible to estimate the recoverable amount individually, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. In testing a cash-generating unit for impairment, corporate assets are allocated to the relevant cash-generating unit when a reasonable and consistent basis of allocation can be established, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be established. The recoverable amount is determined for the cash-generating unit or group of cash-generating units to which the corporate asset belongs, and is compared with the carrying amount of the relevant cash-generating unit or group of cash-generating units. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset (or a cash-generating unit) for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or a cash-generating unit) is reduced to its recoverable amount. For corporate assets or portion of corporate assets which cannot be allocated on a reasonable and consistent basis to a cash-generating unit, the Group compares the carrying amount of a group of cash-generating units, including the carrying amounts of the corporate assets or portion of corporate assets allocated to that group of cash-generating units, with the recoverable amount of the group of cash-generating units. In allocating the impairment loss, the impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit or the group of cash-generating units. The carrying amount of an asset is not reduced below the highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit or the group of cash-generating units. An impairment loss is recognized immediately in profit or loss. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit or a group of cash-generating units) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or a cash-generating unit or a group of cash-generating units) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss. |
Provisions | Provisions Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation. Provisions for legal claims, service warranties and one-time termination benefits for certain employees are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses. |
Financial instruments | Financial instruments Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instrument. All regular way purchases or sales of financial assets are recognized and derecognized on a trade date/settlement date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place. Financial assets and financial liabilities are initially measured at fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with IFRS 15. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets or financial liabilities at fair value through profit or loss (“FVTPL”)) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss. The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating interest income and interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts and payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. Financial assets Classification and subsequent measurement of financial assets Financial assets that meet the following conditions are subsequently measured at amortized cost: ● the financial asset is held within a business model whose objective is to collect contractual cash flows; and ● the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. (i) Amortized cost and interest income Interest income is recognized using the effective interest method for financial assets measured subsequently at amortized cost and debt instruments/receivables subsequently measured at FVTOCI. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset. Impairment of financial assets subject to impairment assessment under IFRS 9 The Group performs impairment assessment under expected credit loss (“ECL”) model on financial assets (including trade and other receivables and loan receivables) which are subject to impairment assessment under IFRS 9. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition. Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant instrument. In contrast, 12-month ECL (“12m ECL”) represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after the reporting date. Assessments are done based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current conditions at the reporting date as well as the forecast of future conditions. The Group always recognizes lifetime ECL for trade receivables. For all other instruments, the Group measures the loss allowance equal to 12m ECL, unless there has been a significant increase in credit risk since initial recognition, in which case the Group recognizes lifetime ECL. The assessment of whether lifetime ECL should be recognized is based on significant increases in the likelihood or risk of a default occurring since initial recognition. (i) Significant increase in credit risk In assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. In particular, the following information is taken into account when assessing whether credit risk has increased significantly: ● an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating; ● significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor; ● existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations; ● an actual or expected significant deterioration in the operating results of the debtor; ● an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations. Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial recognition when contractual payments are more than 120 days past due, unless the Group has reasonable and supportable information that demonstrates otherwise. Despite the foregoing, the Group assumes that the credit risk on a debt instrument has not increased significantly since initial recognition if the debt instrument is determined to have low credit risk at the reporting date. A debt instrument is determined to have low credit risk if (i) it has a low risk of default, (ii) the borrower has a strong capacity to meet its contractual cash flow obligations in the near term and (iii) adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations. The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due. In order to minimize the credit risk, management of the Company has created a team responsible for the determination of credit limits and credit approvals for customers. (ii) Definition of default The Group considers for internal credit risk management purposes and based on historical experience, that an event of default to have occurred when there is information obtained from internal or external sources that indicates the debtor is unlikely to pay its creditors, including the Group. (iii) Credit-impaired financial assets A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. These events include evidence that there is significant financial difficulty of the debtors or it is becoming probable that the debtor will enter bankruptcy. (iv) Write-off policy The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss. (v) Measurement and recognition of expected credit losses The measurement of expected credit losses is a function of the probability of default, loss given default (i.e., the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets’ gross carrying amount at the reporting date. For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate. If the Group has measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in the previous reporting period, but determines at the current reporting date that the conditions for lifetime ECL are no longer met, the Group measures the loss allowance at an amount equal to 12-month ECL at the current reporting date. The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account. Derecognition of financial assets The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and a collateralized borrowing for the proceeds received. On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. Financial liabilities and equity Classification as debt or equity Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs. Financial liabilities Financial liabilities including trade and other payables, loans from shareholders and borrowings are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost, using the effective interest method, with interest expense recognized on an effective yield basis, except for short-term payables when the recognition of interest would be immaterial. Interest-bearing loans are initially recognized at fair value, and are subsequently measured at amortized cost, using the effective interest method. Derecognition of financial liabilities The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss. |
Revenue from contracts with customers | Revenue from contracts with customers Revenue is measured based on the consideration specified in a contract with a customer and recognized as and when control of a service is transferred to a customer. A performance obligation represents a good or service (or a bundle of goods or services) that is distinct or a series of distinct goods or services that are substantially the same. Control is transferred over time and revenue is recognized over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met: ● the customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs; ● the Group’s performance creates or enhances an asset that the customer controls as the Group performs; or ● the Group’s performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date. Otherwise, revenue is recognized at a point in time when the customer obtains control of the distinct good or service. A contract asset represents the Group’s right to consideration in exchange for goods or services that the Group has transferred to a customer that is not yet unconditional. It is assessed for impairment in accordance with IFRS 9. In contrast, a receivable represents the Group’s unconditional right to consideration, i.e., only the passage of time is required before payment of that consideration is due. A contract liability represents the Group’s obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. A contract asset and a contract liability relating to the same contract are accounted for and presented on a net basis. Revenues are recognized upon the application of the following steps: 1. Identification of the contract or contracts with a customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of revenue when, or as, the performance obligation is satisfied. The Group enters into services agreements and statements of work which set out the details of the work streams for each project to be provided to the customers. The work streams are generally capable of being distinct and accounted for as separate performance obligations. Revenue recognized from contracts with customers is disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. ● The Group provides consultancy services by providing information about its clients, products and services to their customers. The objective is to help its clients on its market positioning, internal roles structuring and research for new partners. The service is viewed as one performance obligation and revenue is recognized over time by using the output method when the performance obligation is satisfied and measured by the value of the service performed to date. Value of the service performed is determined based on the hours incurred times a fixed rate as stipulated in the contract. Any variabilities in the transaction price are resolved before each billing. The Group has elected to apply the practical expedient provided in IFRS 15, to recognize revenue in the amount to which it has the right to invoice and has not disclosed the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period. |
Interest income | Interest income Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. |
Leases | Leases Definition of a lease A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. For contracts entered into or modified on or after the date of initial application of IFRS 16 or arising from business combinations, the Group assesses whether a contract is or contains a lease based on the definition under IFRS 16 at inception, modification date or acquisition date, as appropriate. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed. The Group as a lessee Short-term leases and leases of low-value assets The Group applies the short-term lease recognition exemption to leases of motor vehicles that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the recognition exemption for lease of low-value assets. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis or another systematic basis over the lease term. Right-of-use assets The cost of right-of-use asset includes: ● the amount of the initial measurement of the lease liability; ● any lease payments made at or before the commencement date, less any lease incentives received; ● any initial direct costs incurred by the Group; and ● an estimate of costs to be incurred by the Group in dismantling and removing the underlying assets, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. Right-of-use assets in which the Group is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease term are depreciated from commencement date to the end of the useful life. Otherwise, right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. The Group presents right-of-use assets as a separate line item on the consolidated statements of financial position. Refundable rental deposits Refundable rental deposits paid are accounted under IFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments and included in the cost of right-of-use assets. Lease liabilities At the commencement date of a lease, the Group recognizes and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The lease payments include: ● fixed payments (including in-substance fixed payments) less any lease incentives receivable; ● variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; ● amounts expected to be payable by the Group under residual value guarantees; ● the exercise price of a purchase option if the Group is reasonably certain to exercise the option; and ● payments of penalties for terminating a lease, if the lease term reflects the Group exercising an option to terminate the lease. After the commencement date, lease liabilities are adjusted by interest accretion and lease payments. The Group remeasures lease liabilities (and makes a corresponding adjustment to the related right-of-use assets) whenever: ● the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the related lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment. ● the lease payments change due to changes in market rental rates following a market rent review/expected payment under a guaranteed residual value, in which cases the related lease liability is remeasured by discounting the revised lease payments using the initial discount rate. The Group presents lease liabilities as a separate line item on the consolidated statements of financial position. |
Borrowing costs | Borrowing costs All borrowing costs are recognized in profit or loss in the period in which they are incurred. |
Taxation | Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit/(loss) before tax because of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realized, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied to the same taxable entity by the same taxation authority. Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. |
General principles for the pr_2
General principles for the preparation of the consolidated financial statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
General principles for the preparation of the consolidated financial statements [Abstrcat] | |
Schedule of functional and presentation currency | Entity Functional Currency Brera Holdings PLC United States dollar (“US$”) Brera Milano S.r.l. Euro (“EUR”) |
Summary of significant accoun_2
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of table lists the constituent companies | Company name Jurisdiction Incorporation Date Ownership Brera Holdings PLC Ireland June 30, 2022 Group Holding Company Brera Milano Srl Italy December 20, 2016 100% (via Brera Holdings PLC) |
Schedule of estimated useful lives, using the straight-line method | Years Leasehold improvements 5 Furniture and fittings 5 Office equipment and software 5 |
Financial Instruments, Financ_2
Financial Instruments, Financial Risks and Capital Management (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments, Financial Risks and Capital Management [Abstract] | |
Schedule of table sets out the financial instruments | December 31, 2022 December 31, 2021 EUR EUR Financial assets Financial assets at amortized cost 383,890 151,384 Financial liabilities Financial liabilities at amortized cost 896,422 414,575 Lease liabilities 307,410 373,107 |
Schedule of current credit risk grading framework comprises | Category Description Basis of recognizing ECL Low risk The counterparty has a low risk of default and does not have any past-due amounts. 12-month ECL Doubtful There have been significant increases in credit risk since initial recognition through information developed internally or external resources. Lifetime ECL—not credit-impaired In default There is evidence indicating the asset is credit-impaired. Lifetime ECL—credit-impaired Write-off There is evidence indicating that the debtor is in severe financial difficulty and the Group has no realistic prospect of recovery. Amount is written off |
Schedule of the credit quality of the group’s financial assets | Financial assets at amortized cost 12-month or lifetime ECL Gross Loss Net 2022 Trade receivables Lifetime ECL – Not credit-impaired 31,660 - 31,660 Other receivables 12-month ECL 5,001 - 5,001 36,661 - 36,661 2021 Trade receivables Lifetime ECL – Not credit-impaired 120,363 - 120,363 Other receivables 12-month ECL 4,064 - 4,064 124,427 - 124,427 |
Schedule of details the group’s contractual maturity | Interest rate On demand or Over 1 year Total Total % EUR EUR EUR EUR December 31, 2022 Non-interest bearing - 874,506 - 874,506 874,506 Fixed interest rate instruments 0.75 6,346 15,866 22,212 21,916 Lease liabilities 0.75 – 8.1 82,666 229,562 312,228 307,410 December 31, 2021 Non-interest bearing - 389,573 - 389,573 389,573 Fixed interest rate instruments 0.75 3,267 22,212 25,479 25,000 Lease liabilities 0.75 80,054 300,212 380,266 373,107 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Office equipment Leasehold improvement Total EUR EUR EUR Cost: At January 1, 2020 5,923 - 5,923 Additions - - - At December 31, 2020 5,923 - 5,923 Additions 9,153 7,200 16,353 At December 31, 2021 15,076 7,200 22,276 Additions 1,209 - 1,209 At December 31, 2022 16,285 7,200 23,485 Accumulated depreciation: At January 1, 2020 2,461 - 2,461 Depreciation for the year 1,185 - 1,185 At December 31, 2020 3,646 - 3,646 Depreciation for the year 3,015 1,440 4,455 At December 31, 2021 6,661 1,440 8,101 Depreciation for the year 2,579 1,440 4,019 At December 31, 2022 9,240 2,880 12,120 Net carrying amount: At December 31, 2020 2,277 - 2,277 At December 31, 2021 8,415 5,760 14,175 At December 31, 2022 7,045 4,320 11,365 |
Right-of-use assets (Tables)
Right-of-use assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Right-of-Use Assets [Abstract] | |
Schedule of right-of-use assets | Office space and garage Office equipment Vehicles Total EUR EUR EUR EUR Cost: At January 1, 2020 - - 4,443 4,443 Additions - - - - At December 31, 2020 - - 4,443 4,443 Additions 341,591 3,315 80,344 425,250 At December 31, 2021 341,591 3,315 84,787 429,693 Additions - - 22,752 22,752 Modification of lease - - (5,482 ) (5,482 ) At December 31, 2022 341,591 3,315 102,057 446,963 Accumulated depreciation: At January 1, 2020 - - - - Depreciation for the year - - 1,855 1,855 At December 31, 2020 - - 1,855 1,855 Depreciation for the year 43,986 182 20,258 64,426 At December 31, 2021 43,986 182 22,113 66,281 Depreciation for the year 62,829 660 28,804 92,293 At December 31, 2022 106,815 842 50,917 158,574 Carrying amount: At December 31, 2020 - - 2,588 2,588 At December 31, 2021 297,605 3,133 62,674 363,412 At December 31, 2022 234,776 2,473 51,140 288,389 |
Schedule of amount recognized in profit and loss | 2022 2021 2020 EUR EUR EUR Depreciation expense on right-of-use assets 92,293 64,426 1,855 Interest expense on lease liabilities 3,680 2,234 28 Expenses relating to lease of short-term leases 2,951 3,597 1,210 |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and other receivables [Abstract] | |
Schedule of trade and other receivables | December 31, 2022 December 31, 2021 EUR EUR Trade receivables – outside parties 31,660 120,363 Other receivables – outside parties 592 1,397 Other receivables – related parties 4,409 2,667 36,661 124,427 |
Deposits and prepayments (Table
Deposits and prepayments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deposits and prepayments [Abstract] | |
Schedule of eposits and prepayments | December 31, 2022 December 31, 2021 EUR EUR Deposits – outside parties 39,193 39,694 Prepayments – related parties 96,744 28,545 Prepayments – outside parties 42,834 955 178,771 69,194 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | December 31, December 31, 2021 EUR EUR Cash at bank 347,229 26,957 |
Lease liabilities and commitm_2
Lease liabilities and commitment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lease Liabilities and Commitment [Abstract] | |
Schedule of lease liabilities payables and commitments for minimum lease payments | December 31, 2022 December 31, 2021 EUR EUR Lease liabilities payable: Less than 1 year 80,637 77,520 1 to 3 years 141,909 147,453 3 to 5 years 84,864 131,904 More than 5 years - 16,230 307,410 373,107 |
Schedule of maturity analysis of lease liabilities | December 31, 2022 December 31, 2021 EUR EUR Less than 1 year 82,666 80,054 1 to 3 years 144,273 150,793 3 to 5 years 85,289 133,169 More than 5 years - 16,250 312,228 380,266 |
Loan payable (Tables)
Loan payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loan payable [Abstract] | |
Schedule of loan payable | December 31, 2022 December 31, 2021 EUR EUR Unsecured – at amortized cost: Small and medium enterprises guarantee fund interest rate: 0.75% per annum (2021: interest rate: 0.75% per annum) 21,916 25,000 Analyzed between: Current portion Within 1 year 6,203 3,084 Non-current portion Within 2 to 5 years 15,713 21,916 21,916 25,000 |
Trade and other payables (Table
Trade and other payables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and Other payables [Abstract] | |
Schedule of trade and other payables | December 31, 2022 December 31, 2021 EUR EUR Trade payables – outside parties 100,791 68,986 Trade payables – related parties 29,533 42,712 Other payables – outside parties 512,698 257,877 Other payables – related parties 7,236 - 650,258 369,575 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue [Abstract] | |
Schedule of revenue recognized | 2022 2021 2020 EUR EUR EUR Revenue recognized over time Consultancy revenue 162,407 420,167 214,756 |
Cost of revenue (Tables)
Cost of revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cost of revenue [Abstract] | |
Schedule of cost of revenue primarily consists of expenses for consultants | 2022 2021 2020 EUR EUR EUR Cost of revenue 90,270 110,588 74,546 |
General and administrative ex_2
General and administrative expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
General and administrative expense [Abstract] | |
Schedule of general and administrative expenses | 2022 2021 2020 EUR EUR EUR Advertising and marketing expenses 17,566 1,210 2,529 Bad debt expenses 5,261 - - Bank and other charges 4,424 2,718 719 Cleaning expenses 8,888 9,250 - Depreciation 96,311 68,881 3,040 Director’s emoluments (included in note 19) 118,699 58,164 80,660 Entertainment expenses 33,651 13,172 428 Insurance 3,190 1,680 - Listing fee 47,464 - - Office supplies and administrative expenses 10,453 36,158 1,307 Professional and consultancy services - third parties 643,825 47,020 6,045 Professional and consultancy services - related parties 46,000 - - Expenses on short term leases 2,951 3,597 1,210 Sponsorship - related party 100,000 30,000 15,000 Staff costs 38,993 - - Stamp duties and other taxes 5,214 2,089 315 Subscriptions 427 5,454 9,469 Transportation and accommodation 39,466 11,613 10,688 Utilities 3,344 1,729 - Other administrative expenses 72,746 23,934 18,807 1,298,873 316,669 150,217 |
Director's emoluments (Tables)
Director's emoluments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Directors Emoluments [Abstract] | |
Schedule of director’s emoluments | 2022 2021 2020 EUR EUR EUR Director’s fee 106,693 46,892 59,756 Other emoluments 12,006 11,272 20,904 118,699 58,164 80,660 |
Provision for income taxes ex_2
Provision for income taxes expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Provision for income taxes expenses [Abstract] | |
Schedule of two enacted income taxes | 2022 2021 2020 IRES (state tax) 24.00 % 24.00 % 24.00 % IRAP (regional tax) 3.90 % 3.90 % 3.90 % |
Schedule of income tax expenses | 2022 2021 2020 EUR EUR EUR Current tax expenses - 29,331 8,236 - 29,331 8,236 |
Schedule of reconciliation income taxes at statutory rates | 2022 2021 2020 EUR EUR EUR (Loss) profit before tax for the year (1,226,855 ) (57,725 ) 10,744 Expected income tax recovery – IRES (112,400 ) (13,854 ) 2,579 Expected income tax recovery – IRAP (18,265 ) (2,251 ) 419 Expected income tax recovery – Ireland (94,815 ) - - Tax loss not recognized 225,480 - - Permanent differences - 45,436 5,238 Current tax expenses - 29,331 8,236 |
Basic and diluted (loss) earn_2
Basic and diluted (loss) earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Basic and diluted loss per share [Abstract] | |
Schedule of loss earnings | 2022 2021 2020 EUR EUR EUR (Loss) earnings for the purpose of basic and diluted (loss) earnings per share (1,226,855 ) (87,056 ) 2,508 |
Schedule of number of shares | 2022 2021 2020 Weighted average number of ordinary shares for the purposes of basic (loss) earnings per share (Ordinary shares Class A) 5,203,562 2,850,000 2,850,000 Weighted average number of ordinary shares for the purposes of basic (loss) earnings per share (Ordinary shares Class B) 709,301 100,000 100,000 |
Schedule of basic and diluted net (loss) earnings per share | 2022 2021 2020 Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Net (loss) earnings per share, basic and diluted Numerator: Allocation of undistributed net (loss) earnings (1,079,683 ) (147,172 ) (84,105 ) (2,951 ) 2,423 85 Denominator: Weighted average shares 5,203,562 709,301 2,850,000 100,000 2,850,000 100,000 Basic and diluted net (loss) earnings per share (0.21 ) (0.21 ) (0.03 ) (0.03 ) 0.00 0.00 |
Related party (Tables)
Related party (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related party [Abstract] | |
Schedule of related parties had transactions | Name of the related parties Nature of relationship Brera Calcio AS Shareholder of the Company being the Fudbalski Klub Akademija Pandev Goran Pandev, the director of the Company, is the Alessandro Aleotti Shareholder, Chief Strategy Officer and Director of the Company Marco Sala Shareholder of the Company and former Director of Brera Milano Max Srl Shareholder of the Company Stefano Locatelli Shareholder of the Company Christian Rocca Shareholder of the Company Sergio Carlo Scalpelli Shareholder, Chief Executive Officer and Director of the Company Adrio Maria de Carolis Shareholder of the Company Francesca Duva Director of Brera Milano |
Schedule of other receivables related parties | 2022 2021 EUR EUR Other receivables – related parties Alessandro Aleotti 333 333 Marco Sala 333 333 Sergio Carlo Scalpelli 333 333 Christian Rocca 334 334 Stefano Locatelli - 1,334 Brera Calcio AS 3,076 - Deposits and prepayments – related parties Max Srl 38,856 14,545 Stefano Locatelli 35,868 14,000 Sergio Carlo Scalpelli 22,020 - Trade and other payables – related parties Max Srl 19,666 6,112 Stefano Locatelli 9,867 - Brera Calcio AS - 36,600 Sergio Carlo Scalpelli 4,146 - Francesca Duva 3,090 - Loan from a shareholder Sergio Carlo Scalpelli - 20,000 |
Reconciliation of Liabilities_2
Reconciliation of Liabilities arising from Financing Activities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reconciliation of Liabilities arising from Financing Activities [Abstract] | |
Schedule of reconciliation of liabilities arising from financing activities | Loan payable Loan from a shareholder Lease liabilities Total EUR EUR EUR EUR At January 1, 2020 - - 4,474 4,474 Financing cash flows 25,000 - (1,883 ) 23,117 Interest expenses - - 28 28 At December 31, 2020 25,000 - 2,619 27,619 Financing cash flows - 20,000 (56,996 ) (36,996 ) New leases entered - - 425,250 425,250 Interest expenses - - 2,234 2,234 At December 31, 2021 25,000 20,000 373,107 418,107 Financing cash flows (3,084 ) (20,000 ) (86,196 ) (109,280 ) New leases entered - - 22,752 22,752 Change on modification of lease - - (5,933 ) (5,933 ) Interest expenses - - 3,680 3,680 At December 31, 2022 21,916 - 307,410 329,326 |
Deferred offering costs (Tables
Deferred offering costs (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred offering costs [Abstract] | |
Schedule of deferred offering costs | December 31, December 31, 2021 EUR EUR Deferred offering costs 262,684 - |
Deferred revenue (Tables)
Deferred revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred revenue [Abstract] | |
Schedule of deferred revenue in accordance | December 31, December 31, 2021 EUR EUR Deferred revenue – outside parties 224,248 29,371 |
General information and reorg_2
General information and reorganization transactions (Details) | 1 Months Ended | 12 Months Ended | |||||
Jul. 29, 2022 EUR (€) | Dec. 31, 2022 EUR (€) € / shares | Jul. 18, 2022 | Jul. 14, 2022 shares | Jul. 13, 2022 € / shares | Jul. 13, 2022 USD ($) $ / shares shares | Jul. 11, 2022 shares | |
General information and reorganization transactions (Details) [Line Items] | |||||||
Ordinary share, per share (in Euro per share) | € / shares | € 1 | ||||||
Preferred shares | 50,000,000 | ||||||
Agreed to contribute (in Euro) | € | € 253,821 | ||||||
Share capital due (in Euro) | € | € 253,821 | ||||||
Shareholders owning percentage | 35% | ||||||
Forecast [Member] | |||||||
General information and reorganization transactions (Details) [Line Items] | |||||||
Ordinary shares issued | 1 | ||||||
Authorized share capital per share (in Euro per share) | € / shares | € 1 | ||||||
Dividend (in Dollars) | $ | $ 1,750,000 | ||||||
Ordinary shares | 1 | ||||||
Nominal value per share | (per share) | € 1 | $ 0.005 | |||||
Preferred shares | 50,000,000 | ||||||
Equity interest percentage | 100% | ||||||
Share transfer paid (in Euro) | € | € 253,821 | ||||||
Class A Ordinary Share [Member] | Forecast [Member] | |||||||
General information and reorganization transactions (Details) [Line Items] | |||||||
Ordinary shares issued | 8,100,000 | ||||||
Ordinary shares | 50,000,000 | ||||||
Nominal value per share | $ / shares | $ 0.005 | ||||||
Class B Ordinary Share [Member] | Forecast [Member] | |||||||
General information and reorganization transactions (Details) [Line Items] | |||||||
Ordinary shares issued | 100,000 | ||||||
Ordinary shares | 250,000,000 | ||||||
Nominal value per share | $ / shares | $ 0.005 |
General principles for the pr_3
General principles for the preparation of the consolidated financial statements (Details) | 12 Months Ended | |||
Dec. 31, 2022 EUR (€) | Mar. 31, 2023 EUR (€) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Disclosureof Information General Principlesforthe Preparationofthe Consolidated Financial Statements Explanatory Abstract | ||||
Shareholders own percentage | 35% | 35% | ||
Net loss | € 1,226,855 | |||
Shareholders equity | 131,213 | |||
Net liabilities | 131,213 | |||
Net current liabilities | € 188,481 | |||
Received capital (in Dollars) | $ | $ 6,900,000 | |||
Cash and cash equivalents | € 6,059,848 | $ 6,482,826 |
General principles for the pr_4
General principles for the preparation of the consolidated financial statements (Details) - Schedule of functional and presentation currency | 12 Months Ended |
Dec. 31, 2022 | |
Brera Holdings PLC [Member] | |
Schedule of functional and presentation currency [Abstract] | |
Entity | Brera Holdings PLC |
Functional Currency | United States dollar (“US$”) |
Brera Milano S.r.l. [Member] | |
Schedule of functional and presentation currency [Abstract] | |
Entity | Brera Milano S.r.l. |
Functional Currency | Euro (“EUR”) |
Summary of significant accoun_3
Summary of significant accounting policies (Details) - Schedule of table lists the constituent companies | 12 Months Ended |
Dec. 31, 2022 | |
Brera Holdings PLC [Member] | |
Summary of significant accounting policies (Details) - Schedule of table lists the constituent companies [Line Items] | |
Jurisdiction | Ireland |
Incorporation Date | June 30, 2022 |
Ownership | Group Holding Company |
Brera Milano Srl [Member] | |
Summary of significant accounting policies (Details) - Schedule of table lists the constituent companies [Line Items] | |
Jurisdiction | Italy |
Incorporation Date | December 20, 2016 |
Ownership | 100% (via Brera Holdings PLC) |
Summary of significant accoun_4
Summary of significant accounting policies (Details) - Schedule of estimated useful lives, using the straight-line method | 12 Months Ended |
Dec. 31, 2022 | |
Leasehold improvements [member] | |
Summary of significant accounting policies (Details) - Schedule of estimated useful lives, using the straight-line method [Line Items] | |
Estimated useful lives | 5 years |
Furniture and fittings [Member] | |
Summary of significant accounting policies (Details) - Schedule of estimated useful lives, using the straight-line method [Line Items] | |
Estimated useful lives | 5 years |
Office equipment and software [Member] | |
Summary of significant accounting policies (Details) - Schedule of estimated useful lives, using the straight-line method [Line Items] | |
Estimated useful lives | 5 years |
Financial Instruments, Financ_3
Financial Instruments, Financial Risks and Capital Management (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Instruments, Financial Risks and Capital Management (Details) [Line Items] | ||
Statutory deposit | € 100,000 | |
Cash deposits | 292,658 | € 0 |
Loss before tax | € 110 | € 125 |
Customers Two [Member] | ||
Financial Instruments, Financial Risks and Capital Management (Details) [Line Items] | ||
Revenue percentage | 95% | |
Customers Three [Member] | ||
Financial Instruments, Financial Risks and Capital Management (Details) [Line Items] | ||
Trade receivable | 75% |
Financial Instruments, Financ_4
Financial Instruments, Financial Risks and Capital Management (Details) - Schedule of table sets out the financial instruments - EUR (€) | Dec. 31, 2022 | Dec. 31, 2021 |
Financial assets | ||
Financial assets at amortized cost | € 383,890 | € 151,384 |
Financial liabilities | ||
Financial liabilities at amortized cost | 896,422 | 414,575 |
Lease liabilities | € 307,410 | € 373,107 |
Financial Instruments, Financ_5
Financial Instruments, Financial Risks and Capital Management (Details) - Schedule of current credit risk grading framework comprises | 12 Months Ended |
Dec. 31, 2022 | |
Low risk [Member] | |
Schedule of current credit risk grading framework comprises [Abstract] | |
Description | The counterparty has a low risk of default and does not have any past-due amounts. |
Basis of recognizing ECL | 12-month ECL |
Doubtful [Member] | |
Schedule of current credit risk grading framework comprises [Abstract] | |
Description | There have been significant increases in credit risk since initial recognition through information developed internally or external resources. |
Basis of recognizing ECL | Lifetime ECL—not credit-impaired |
In default [Member] | |
Schedule of current credit risk grading framework comprises [Abstract] | |
Description | There is evidence indicating the asset is credit-impaired. |
Basis of recognizing ECL | Lifetime ECL—credit-impaired |
Write-off [Member] | |
Schedule of current credit risk grading framework comprises [Abstract] | |
Description | There is evidence indicating that the debtor is in severe financial difficulty and the Group has no realistic prospect of recovery. |
Basis of recognizing ECL | Amount is written off |
Financial Instruments, Financ_6
Financial Instruments, Financial Risks and Capital Management (Details) - Schedule of the credit quality of the group’s financial assets - EUR (€) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
2022 | ||
Gross carrying amount | € 36,661 | € 124,427 |
Loss allowance | ||
Net carrying amount | € 36,661 | € 124,427 |
Trade receivables [member] | ||
2022 | ||
12-month or lifetime ECL | Lifetime ECL – Not credit-impaired | Lifetime ECL – Not credit-impaired |
Gross carrying amount | € 31,660 | € 120,363 |
Loss allowance | ||
Net carrying amount | € 31,660 | € 120,363 |
Other receivables [Member] | ||
2022 | ||
12-month or lifetime ECL | 12-month ECL | 12-month ECL |
Gross carrying amount | € 5,001 | € 4,064 |
Loss allowance | ||
Net carrying amount | € 5,001 | € 4,064 |
Financial Instruments, Financ_7
Financial Instruments, Financial Risks and Capital Management (Details) - Schedule of details the group’s contractual maturity - EUR (€) | Dec. 31, 2022 | Dec. 31, 2021 |
Non-interest bearing [Member] | ||
December 31, 2022 | ||
Interest rate | ||
On demand or within 1 year | € 874,506 | € 389,573 |
Over 1 year | ||
Total undiscounted cash flow | 874,506 | 389,573 |
Total carrying amount | € 874,506 | € 389,573 |
Fixed interest rate instruments [Member] | ||
December 31, 2022 | ||
Interest rate | 0.75% | 0.75% |
On demand or within 1 year | € 6,346 | € 3,267 |
Over 1 year | 15,866 | 22,212 |
Total undiscounted cash flow | 22,212 | 25,479 |
Total carrying amount | 21,916 | € 25,000 |
Lease liabilities [member] | ||
December 31, 2022 | ||
Interest rate | 0.75% | |
On demand or within 1 year | 82,666 | € 80,054 |
Over 1 year | 229,562 | 300,212 |
Total undiscounted cash flow | 312,228 | 380,266 |
Total carrying amount | € 307,410 | € 373,107 |
Bottom of range [member] | Lease liabilities [member] | ||
December 31, 2022 | ||
Interest rate | 0.75% | |
Top of range [member] | Lease liabilities [member] | ||
December 31, 2022 | ||
Interest rate | 8.10% |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - EUR (€) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of Property Plant and Equipment Text Block [Abstract] | |||
Depreciation expenses | € 4,019 | € 4,455 | € 1,185 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment - EUR (€) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cost: | |||
Balance at beginning | € 22,276 | € 5,923 | € 5,923 |
Additions | 1,209 | 16,353 | |
Balance at ending | 23,485 | 22,276 | 5,923 |
Accumulated depreciation: | |||
Balance at beginning | 8,101 | 3,646 | 2,461 |
Depreciation for the year | 4,019 | 4,455 | 1,185 |
Balance at ending | 12,120 | 8,101 | 3,646 |
Net carrying amount: | |||
Balance at ending | 14,175 | 2,277 | |
Balance at ending | 11,365 | 14,175 | 2,277 |
Office equipment [Member] | |||
Cost: | |||
Balance at beginning | 15,076 | 5,923 | 5,923 |
Additions | 1,209 | 9,153 | |
Balance at ending | 16,285 | 15,076 | 5,923 |
Accumulated depreciation: | |||
Balance at beginning | 6,661 | 3,646 | 2,461 |
Depreciation for the year | 2,579 | 3,015 | 1,185 |
Balance at ending | 9,240 | 6,661 | 3,646 |
Net carrying amount: | |||
Balance at ending | 8,415 | 2,277 | |
Balance at ending | 7,045 | 8,415 | 2,277 |
Leasehold improvement [Member] | |||
Cost: | |||
Balance at beginning | 7,200 | ||
Additions | 7,200 | ||
Balance at ending | 7,200 | 7,200 | |
Accumulated depreciation: | |||
Balance at beginning | 1,440 | ||
Depreciation for the year | 1,440 | 1,440 | |
Balance at ending | 2,880 | 1,440 | |
Net carrying amount: | |||
Balance at ending | 5,760 | ||
Balance at ending | € 4,320 | € 5,760 |
Right-of-use assets (Details) -
Right-of-use assets (Details) - Schedule of right-of-use assets - EUR (€) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of right-of-use assets [Abstract] | |||
Cost, beginning balance | € 429,693 | € 4,443 | € 4,443 |
Additions | 22,752 | 425,250 | |
Modification of lease | (5,482) | ||
Accumulated depreciation, beginning balance | 66,281 | 1,855 | |
Cost, ending balance | 446,963 | 429,693 | 4,443 |
Depreciation for the year | 92,293 | 64,426 | 1,855 |
Carrying amount | 288,389 | 363,412 | 2,588 |
Accumulated depreciation, ending balance | 158,574 | 66,281 | 1,855 |
Office space and garage [Member] | |||
Schedule of right-of-use assets [Abstract] | |||
Cost, beginning balance | 341,591 | ||
Additions | 341,591 | ||
Modification of lease | |||
Accumulated depreciation, beginning balance | 43,986 | ||
Cost, ending balance | 341,591 | 341,591 | |
Depreciation for the year | 62,829 | 43,986 | |
Carrying amount | 234,776 | 297,605 | |
Accumulated depreciation, ending balance | 106,815 | 43,986 | |
Office equipment [Member] | |||
Schedule of right-of-use assets [Abstract] | |||
Cost, beginning balance | 3,315 | ||
Additions | 3,315 | ||
Modification of lease | |||
Accumulated depreciation, beginning balance | 182 | ||
Cost, ending balance | 3,315 | 3,315 | |
Depreciation for the year | 660 | 182 | |
Carrying amount | 2,473 | 3,133 | |
Accumulated depreciation, ending balance | 842 | 182 | |
Vehicles [Member] | |||
Schedule of right-of-use assets [Abstract] | |||
Cost, beginning balance | 84,787 | 4,443 | 4,443 |
Additions | 22,752 | 80,344 | |
Modification of lease | (5,482) | ||
Accumulated depreciation, beginning balance | 22,113 | 1,855 | |
Cost, ending balance | 102,057 | 84,787 | 4,443 |
Depreciation for the year | 28,804 | 20,258 | 1,855 |
Carrying amount | 51,140 | 62,674 | 2,588 |
Accumulated depreciation, ending balance | € 50,917 | € 22,113 | € 1,855 |
Right-of-use assets (Details)_2
Right-of-use assets (Details) - Schedule of amount recognized in profit and loss - EUR (€) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Amount Recognized in Profit and Loss [Abstract] | |||
Depreciation expense on right-of-use assets | € 92,293 | € 64,426 | € 1,855 |
Interest expense on lease liabilities | 3,680 | 2,234 | 28 |
Expenses relating to lease of short-term leases | € 2,951 | € 3,597 | € 1,210 |
Trade and other receivables (De
Trade and other receivables (Details) - Schedule of trade and other receivables - EUR (€) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Trade and Other Receivables [Abstract] | ||
Trade receivables – outside parties | € 31,660 | € 120,363 |
Other receivables – outside parties | 592 | 1,397 |
Other receivables – related parties | 4,409 | 2,667 |
Trade and other receivables | € 36,661 | € 124,427 |
Deposits and prepayments (Detai
Deposits and prepayments (Details) - Schedule of eposits and prepayments - EUR (€) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of eposits and prepayments [Abstract] | ||
Deposits – outside parties | € 39,193 | € 39,694 |
Prepayments – related parties | 96,744 | 28,545 |
Prepayments – outside parties | 42,834 | 955 |
Total | € 178,771 | € 69,194 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - Schedule of cash and cash equivalents - EUR (€) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Cash And Cash Equivalents Abstract | ||
Cash at bank | € 347,229 | € 26,957 |
Lease liabilities and commitm_3
Lease liabilities and commitment (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease liabilities and commitment (Details) [Line Items] | ||
Cash outflow for leases | € 86,196 | € 56,996 |
Bottom of Range [Member] | ||
Lease liabilities and commitment (Details) [Line Items] | ||
Lease terms | 2 years | |
Top of Range [Member] | ||
Lease liabilities and commitment (Details) [Line Items] | ||
Lease terms | 6 years |
Lease liabilities and commitm_4
Lease liabilities and commitment (Details) - Schedule of lease liabilities payables and commitments for minimum lease payments - EUR (€) | Dec. 31, 2022 | Dec. 31, 2021 |
Lease liabilities and commitment (Details) - Schedule of lease liabilities payables and commitments for minimum lease payments [Line Items] | ||
Lease liabilities payable | € 307,410 | € 373,107 |
Less than 1 year [Member] | ||
Lease liabilities and commitment (Details) - Schedule of lease liabilities payables and commitments for minimum lease payments [Line Items] | ||
Lease liabilities payable | 80,637 | 77,520 |
1 to 3 years [Member] | ||
Lease liabilities and commitment (Details) - Schedule of lease liabilities payables and commitments for minimum lease payments [Line Items] | ||
Lease liabilities payable | 141,909 | 147,453 |
3 to 5 years [Member] | ||
Lease liabilities and commitment (Details) - Schedule of lease liabilities payables and commitments for minimum lease payments [Line Items] | ||
Lease liabilities payable | 84,864 | 131,904 |
More than 5 years [Member] | ||
Lease liabilities and commitment (Details) - Schedule of lease liabilities payables and commitments for minimum lease payments [Line Items] | ||
Lease liabilities payable | € 16,230 |
Lease liabilities and commitm_5
Lease liabilities and commitment (Details) - Schedule of maturity analysis of lease liabilities - EUR (€) | Dec. 31, 2022 | Dec. 31, 2021 |
Lease liabilities and commitment (Details) - Schedule of maturity analysis of lease liabilities [Line Items] | ||
Maturity analysis of lease liabilities | € 312,228 | € 380,266 |
Less than 1 year [Member] | ||
Lease liabilities and commitment (Details) - Schedule of maturity analysis of lease liabilities [Line Items] | ||
Maturity analysis of lease liabilities | 82,666 | 80,054 |
1 to 3 years [Member] | ||
Lease liabilities and commitment (Details) - Schedule of maturity analysis of lease liabilities [Line Items] | ||
Maturity analysis of lease liabilities | 144,273 | 150,793 |
3 to 5 years [Member] | ||
Lease liabilities and commitment (Details) - Schedule of maturity analysis of lease liabilities [Line Items] | ||
Maturity analysis of lease liabilities | 85,289 | 133,169 |
More than 5 years [Member] | ||
Lease liabilities and commitment (Details) - Schedule of maturity analysis of lease liabilities [Line Items] | ||
Maturity analysis of lease liabilities | € 16,250 |
Loan payable (Details)
Loan payable (Details) | 1 Months Ended | 12 Months Ended |
Jun. 25, 2020 | Dec. 31, 2022 | |
Loan payable [Abstract] | ||
Monthly interest rate | 0.0625% | |
Annualized interest rate | 0.75% | |
Loan term | 6 years | |
Repayment loan term | 2 years |
Loan payable (Details) - Schedu
Loan payable (Details) - Schedule of loan payable - EUR (€) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of loan payable [Abstract] | ||
Small and medium enterprises guarantee fund interest rate: 0.75% per annum (2021: interest rate: 0.75% per annum) | € 21,916 | € 25,000 |
Analyzed between: | ||
Loan payable, Total | 21,916 | 25,000 |
Within 1 year [Member] | ||
Analyzed between: | ||
Current portion | 6,203 | 3,084 |
Within 2 to 5 years [Member] | ||
Analyzed between: | ||
Non-current portion | € 15,713 | € 21,916 |
Loan payable (Details) - Sche_2
Loan payable (Details) - Schedule of loan payable (Parentheticals) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of loan payable [Abstract] | ||
Small and medium enterprises guarantee fund interest rate | 0.75% | 0.75% |
Trade and other payables (Detai
Trade and other payables (Details) - Schedule of trade and other payables - EUR (€) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of trade and other payables [Abstract] | ||
Trade payables – outside parties | € 100,791 | € 68,986 |
Trade payables – related parties | 29,533 | 42,712 |
Other payables – outside parties | 512,698 | 257,877 |
Other payables – related parties | 7,236 | |
Trade and other payables | € 650,258 | € 369,575 |
Loan from a shareholder (Detail
Loan from a shareholder (Details) - EUR (€) | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Loan From a Shareholder [Abstract] | |||||
Loan from a shareholder | € 20,000 | ||||
Interest-free with repayment | € 0 | € 6,000 | € 7,000 | € 7,000 | € 20,000 |
Share capital and other reser_2
Share capital and other reserves (Details) | 1 Months Ended | 12 Months Ended | |||||||
Nov. 11, 2022 USD ($) shares | Oct. 05, 2022 USD ($) shares | Sep. 21, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 EUR (€) € / shares | Jul. 14, 2022 shares | Jul. 13, 2022 € / shares | Jul. 13, 2022 USD ($) $ / shares shares | Jun. 30, 2022 € / shares | |
Share capital and other reserves (Details) [Line Items] | |||||||||
Authorized shares | 350,000,001 | ||||||||
Ordinary shares | 100,000 | 50,000 | 50,000 | 300,000,000 | |||||
Ordinary shares, per share | (per share) | $ 0.005 | € 1 | € 1 | $ 0.005 | € 1 | ||||
Preferred shares | 50,000,000 | ||||||||
Authorised capital (in Dollars) | $ | $ 1,750,000 | ||||||||
Preferred shares | 50,000,000 | ||||||||
Reorganization acquired percentage | 100% | ||||||||
Acquired payment (in Euro) | € | € 25,000 | ||||||||
Agreed to contribute (in Euro) | € | 253,821 | ||||||||
Liability indicated (in Euro) | € | € 253,821 | ||||||||
shareholders owning percentage | 35% | ||||||||
Agreement amount total (in Dollars) | $ | $ 1,505,000 | ||||||||
Addition to payments (in Dollars) | $ | $ 105,350 | ||||||||
Purchase price percentage | 1% | ||||||||
Non-accountable expense allowance (in Dollars) | $ | $ 15,050 | ||||||||
Warrant to purchase shares | 105,350 | ||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 1 | ||||||||
Ordinary shares amount (in Dollars) | $ | $ 250 | $ 11,250 | |||||||
Aggregate purchase price (in Dollars) | $ | $ 250 | ||||||||
Preference shares [Member] | |||||||||
Share capital and other reserves (Details) [Line Items] | |||||||||
Ordinary shares, per share | $ / shares | $ 0.005 | ||||||||
Pinehurst Partners LLC [Member] | |||||||||
Share capital and other reserves (Details) [Line Items] | |||||||||
Ordinary shares | 2,250,000 | ||||||||
Christopher Paul Gardner [Member] | |||||||||
Share capital and other reserves (Details) [Line Items] | |||||||||
Ordinary shares amount (in Dollars) | $ | $ 1,000 | ||||||||
Directors [Member] | |||||||||
Share capital and other reserves (Details) [Line Items] | |||||||||
Ordinary shares amount (in Dollars) | $ | $ 250 | ||||||||
Daniel Joseph McClory [Member] | |||||||||
Share capital and other reserves (Details) [Line Items] | |||||||||
Ordinary shares | 250,000 | ||||||||
Daniel Joseph McClory’s adult son [Member] | |||||||||
Share capital and other reserves (Details) [Line Items] | |||||||||
Ordinary shares amount (in Dollars) | $ | $ 1,250 | ||||||||
Chief Executive Officer [Member] | |||||||||
Share capital and other reserves (Details) [Line Items] | |||||||||
Ordinary shares amount (in Dollars) | $ | $ 500 | ||||||||
Brera Holdings PLC [Member] | |||||||||
Share capital and other reserves (Details) [Line Items] | |||||||||
Ordinary shares, per share | € / shares | € 1 | ||||||||
Private Placements[Member] | |||||||||
Share capital and other reserves (Details) [Line Items] | |||||||||
Purchase price percentage | 7% | ||||||||
Class A Ordinary Share [Member] | |||||||||
Share capital and other reserves (Details) [Line Items] | |||||||||
Authorized shares | 50,000,000 | ||||||||
Ordinary shares | 250,000 | 2,500,000 | 8,100,000 | ||||||
Ordinary shares, per share | $ / shares | $ 0.005 | $ 0.005 | |||||||
Designated ordinary shares | 50,000,000 | ||||||||
Ordinary shares votes per share | ten | ||||||||
Class B Ordinary Share [Member] | |||||||||
Share capital and other reserves (Details) [Line Items] | |||||||||
Authorized shares | 250,000,000 | ||||||||
Ordinary shares | 50,000 | 50,000 | 200,000 | 1,505,000 | 100,000 | ||||
Ordinary shares, per share | $ / shares | $ 0.005 | $ 0.005 | |||||||
Designated ordinary shares | 250,000,000 | ||||||||
Ordinary shares votes per share | one | ||||||||
Class B Ordinary Share [Member] | Daniel Joseph McClory [Member] | |||||||||
Share capital and other reserves (Details) [Line Items] | |||||||||
Ordinary shares | 250,000 | ||||||||
Class B Ordinary Share [Member] | Private Placements[Member] | |||||||||
Share capital and other reserves (Details) [Line Items] | |||||||||
Ordinary shares, per share | $ / shares | $ 1 |
Revenue (Details)
Revenue (Details) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue (Details) [Line Items] | |||
Total revenue percentage | 74% | ||
Trade and other receivables (in Euro) | € 24,400 | € 71,038 | € 81,385 |
Customers One [Member] | |||
Revenue (Details) [Line Items] | |||
Total revenue percentage | 10% | 10% | |
Customers Two [Member] | |||
Revenue (Details) [Line Items] | |||
Total revenue percentage | 75% | ||
Customers Three [Member] | |||
Revenue (Details) [Line Items] | |||
Total revenue percentage | 98% |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of revenue recognized - EUR (€) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue recognized over time | |||
Consultancy revenue | € 162,407 | € 420,167 | € 214,756 |
Cost of revenue (Details)
Cost of revenue (Details) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cost of revenue (Details) [Line Items] | |||
Cost of revenue | 72% | 26% | 34% |
Percentage of cost revenue | 10% | ||
Trade payables (in Euro) | € 37,853 | € 6,112 | € 7,560 |
Revenue [Member] | |||
Cost of revenue (Details) [Line Items] | |||
Percentage of revenue | 88% | 56% | 88% |
Cost of revenue (Details) - Sch
Cost of revenue (Details) - Schedule of cost of revenue primarily consists of expenses for consultants - EUR (€) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of cost of revenue primarily consists of expenses for consultants [Abstract] | |||
Cost of revenue | € 90,270 | € 110,588 | € 74,546 |
General and administrative ex_3
General and administrative expenses (Details) - Schedule of general and administrative expenses - EUR (€) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of general and administrative expenses [Abstract] | |||
Advertising and marketing expenses | € 17,566 | € 1,210 | € 2,529 |
Bad debt expenses | 5,261 | ||
Bank and other charges | 4,424 | 2,718 | 719 |
Cleaning expenses | 8,888 | 9,250 | |
Depreciation | 96,311 | 68,881 | 3,040 |
Director’s emoluments (included in note 19) | 118,699 | 58,164 | 80,660 |
Entertainment expenses | 33,651 | 13,172 | 428 |
Insurance | 3,190 | 1,680 | |
Listing fee | 47,464 | ||
Office supplies and administrative expenses | 10,453 | 36,158 | 1,307 |
Professional and consultancy services - third parties | 643,825 | 47,020 | 6,045 |
Professional and consultancy services - related parties | 46,000 | ||
Expenses on short term leases | 2,951 | 3,597 | 1,210 |
Sponsorship - related party | 100,000 | 30,000 | 15,000 |
Staff costs | 38,993 | ||
Stamp duties and other taxes | 5,214 | 2,089 | 315 |
Subscriptions | 427 | 5,454 | 9,469 |
Transportation and accommodation | 39,466 | 11,613 | 10,688 |
Utilities | 3,344 | 1,729 | |
Other administrative expenses | 72,746 | 23,934 | 18,807 |
General and administrative expenses, total | € 1,298,873 | € 316,669 | € 150,217 |
Director's emoluments (Details)
Director's emoluments (Details) - Schedule of director’s emoluments - EUR (€) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Director's Emoluments [Abstract] | |||
Director’s fee | € 106,693 | € 46,892 | € 59,756 |
Other emoluments | 12,006 | 11,272 | 20,904 |
Total Director’s emoluments | € 118,699 | € 58,164 | € 80,660 |
Provision for income taxes ex_3
Provision for income taxes expenses (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Provision for income taxes expenses (Details) [Line Items] | ||
Corporate tax rate | 12.50% | 12.50% |
Top of range [Member] | ||
Provision for income taxes expenses (Details) [Line Items] | ||
Current rate | 3.90% | |
Bottom of range [Member] | ||
Provision for income taxes expenses (Details) [Line Items] | ||
Current rate | 0.92% |
Provision for income taxes ex_4
Provision for income taxes expenses (Details) - Schedule of two enacted income taxes | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of two enacted income taxes [Abstract] | |||
IRES (state tax) | 24% | 24% | 24% |
IRAP (regional tax) | 3.90% | 3.90% | 3.90% |
Provision for income taxes ex_5
Provision for income taxes expenses (Details) - Schedule of income tax expenses - EUR (€) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of income tax expenses [Abstract] | |||
Current tax expenses | € 29,331 | € 8,236 | |
Total current tax expenses | € 29,331 | € 8,236 |
Provision for income taxes ex_6
Provision for income taxes expenses (Details) - Schedule of reconciliation income taxes at statutory rates - EUR (€) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of reconciliation income taxes at statutory rates [Abstract] | |||
(Loss) profit before tax for the year | € (1,226,855) | € (57,725) | € 10,744 |
Tax loss not recognized | 225,480 | ||
Permanent differences | 45,436 | 5,238 | |
Current tax expenses | 29,331 | 8,236 | |
IRES [Member] | |||
Schedule of reconciliation income taxes at statutory rates [Abstract] | |||
Tax loss not recognized | (112,400) | (13,854) | 2,579 |
IRAP [Member] | |||
Schedule of reconciliation income taxes at statutory rates [Abstract] | |||
Tax loss not recognized | (18,265) | (2,251) | 419 |
Ireland [Member] | |||
Schedule of reconciliation income taxes at statutory rates [Abstract] | |||
Tax loss not recognized | € (94,815) |
Basic and diluted (loss) earn_3
Basic and diluted (loss) earnings per share (Details) - Schedule of loss earnings - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of loss earnings [Abstract] | |||
(Loss) earnings for the purpose of basic and diluted (loss) earnings per share | $ (1,226,855) | $ (87,056) | $ 2,508 |
Basic and diluted (loss) earn_4
Basic and diluted (loss) earnings per share (Details) - Schedule of number of shares - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Ordinary shares Class A [Member] | |||
Basic and diluted (loss) earnings per share (Details) - Schedule of number of shares [Line Items] | |||
Weighted average number of ordinary shares for the purposes of basic (loss) earnings per share (Ordinary shares Class | 5,203,562 | 2,850,000 | 2,850,000 |
Ordinary shares Class B [Member] | |||
Basic and diluted (loss) earnings per share (Details) - Schedule of number of shares [Line Items] | |||
Weighted average number of ordinary shares for the purposes of basic (loss) earnings per share (Ordinary shares Class | 709,301 | 100,000 | 100,000 |
Basic and diluted (loss) earn_5
Basic and diluted (loss) earnings per share (Details) - Schedule of basic and diluted net (loss) earnings per share - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Ordinary shares Class A [Member] | |||
Numerator: | |||
Allocation of undistributed net (loss) earnings | (1,079,683) | (84,105) | 2,423 |
Denominator: | |||
Weighted average shares | 5,203,562 | 2,850,000 | 2,850,000 |
Basic and diluted net (loss) earnings per share (in Dollars per share) | $ (0.21) | $ (0.03) | $ 0 |
Ordinary shares Class B [Member] | |||
Numerator: | |||
Allocation of undistributed net (loss) earnings | (147,172) | (2,951) | 85 |
Denominator: | |||
Weighted average shares | 709,301 | 100,000 | 100,000 |
Basic and diluted net (loss) earnings per share (in Dollars per share) | $ (0.21) | $ (0.03) | $ 0 |
Basic and diluted (loss) earn_6
Basic and diluted (loss) earnings per share (Details) - Schedule of basic and diluted net (loss) earnings per share (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Ordinary shares Class A [Member] | |||
Basic and diluted (loss) earnings per share (Details) - Schedule of basic and diluted net (loss) earnings per share (Parentheticals) [Line Items] | |||
Diluted net (loss) earnings per share (in Dollars per share) | $ (0.21) | $ (0.03) | $ 0 |
Ordinary shares Class B [Member] | |||
Basic and diluted (loss) earnings per share (Details) - Schedule of basic and diluted net (loss) earnings per share (Parentheticals) [Line Items] | |||
Diluted net (loss) earnings per share (in Dollars per share) | $ (0.21) | $ (0.03) | $ 0 |
Related party (Details) - Sched
Related party (Details) - Schedule of related parties had transactions | 12 Months Ended |
Dec. 31, 2022 | |
Brera Calcio AS [Member] | |
Related party (Details) - Schedule of related parties had transactions [Line Items] | |
Name of the related parties | Brera Calcio AS |
Nature of relationship | Shareholder of the Company being the president of this entity |
Fudbalski Klub Akademija Pandev [Member] | |
Related party (Details) - Schedule of related parties had transactions [Line Items] | |
Name of the related parties | Fudbalski Klub Akademija Pandev |
Nature of relationship | Goran Pandev, the director of the Company, is the founder and owner of this entity |
Alessandro Aleotti [Member] | |
Related party (Details) - Schedule of related parties had transactions [Line Items] | |
Name of the related parties | Alessandro Aleotti |
Nature of relationship | Shareholder, Chief Strategy Officer and Director of the Company |
Marco Sala [Member] | |
Related party (Details) - Schedule of related parties had transactions [Line Items] | |
Name of the related parties | Marco Sala |
Nature of relationship | Shareholder of the Company and former Director of Brera Milano |
Max Srl [Member] | |
Related party (Details) - Schedule of related parties had transactions [Line Items] | |
Name of the related parties | Max Srl |
Nature of relationship | Shareholder of the Company |
Stefano Locatelli [Member] | |
Related party (Details) - Schedule of related parties had transactions [Line Items] | |
Name of the related parties | Stefano Locatelli |
Nature of relationship | Shareholder of the Company |
Christian Rocca [Member] | |
Related party (Details) - Schedule of related parties had transactions [Line Items] | |
Name of the related parties | Christian Rocca |
Nature of relationship | Shareholder of the Company |
Sergio Carlo Scalpelli [Member] | |
Related party (Details) - Schedule of related parties had transactions [Line Items] | |
Name of the related parties | Sergio Carlo Scalpelli |
Nature of relationship | Shareholder, Chief Executive Officer and Director of the Company |
Adrio Maria de Carolis [Member] | |
Related party (Details) - Schedule of related parties had transactions [Line Items] | |
Name of the related parties | Adrio Maria de Carolis |
Nature of relationship | Shareholder of the Company |
Francesca Duva [Member] | |
Related party (Details) - Schedule of related parties had transactions [Line Items] | |
Name of the related parties | Francesca Duva |
Nature of relationship | Director of Brera Milano |
Related party (Details) - Sch_2
Related party (Details) - Schedule of other receivables related parties - EUR (€) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Alessandro Aleotti [Member] | ||
Other receivables – related parties | ||
Other receivables – related parties | € 333 | € 333 |
Marco Sala [Member] | ||
Other receivables – related parties | ||
Other receivables – related parties | 333 | 333 |
Sergio Carlo Scalpelli [Member] | ||
Other receivables – related parties | ||
Other receivables – related parties | 333 | 333 |
Deposits and prepayments – related parties | ||
Deposits and prepayments – related parties | 22,020 | |
Trade and other payables – related parties | ||
Trade and other payables – related parties | 4,146 | |
Loan from a shareholder | ||
Loan from a shareholder | 20,000 | |
Christian Rocca [Member] | ||
Other receivables – related parties | ||
Other receivables – related parties | 334 | 334 |
Stefano Locatelli [Member] | ||
Other receivables – related parties | ||
Other receivables – related parties | 1,334 | |
Deposits and prepayments – related parties | ||
Deposits and prepayments – related parties | 35,868 | 14,000 |
Trade and other payables – related parties | ||
Trade and other payables – related parties | 9,867 | |
Brera Calcio AS [Member] | ||
Other receivables – related parties | ||
Other receivables – related parties | 3,076 | |
Trade and other payables – related parties | ||
Trade and other payables – related parties | 36,600 | |
Max Srl [Member] | ||
Deposits and prepayments – related parties | ||
Deposits and prepayments – related parties | 38,856 | 14,545 |
Trade and other payables – related parties | ||
Trade and other payables – related parties | 19,666 | 6,112 |
Francesca Duva [Member] | ||
Trade and other payables – related parties | ||
Trade and other payables – related parties | € 3,090 |
Reconciliation of Liabilities_3
Reconciliation of Liabilities arising from Financing Activities (Details) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Reconciliation Between Investment Derecognised And Assets And Liabilities Recognised Transition From Accounting For Investment At Cost Or In Accordance With Ifrs9 To Accounting For Assets And Liab Abstract | |||
Net proceeds | € 1,346,607 |
Reconciliation of Liabilities_4
Reconciliation of Liabilities arising from Financing Activities (Details) - Schedule of reconciliation of liabilities arising from financing activities - EUR (€) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Liabilities arising from Financing Activities (Details) - Schedule of reconciliation of liabilities arising from financing activities [Line Items] | |||
Beginning balance | € 418,107 | € 27,619 | € 4,474 |
Financing cash flows | (109,280) | (36,996) | 23,117 |
New leases entered | 22,752 | 425,250 | |
Change on modification of lease | (5,933) | ||
Interest expenses | 3,680 | 2,234 | 28 |
Ending balance | 329,326 | 418,107 | 27,619 |
Loan payable [Member] | |||
Reconciliation of Liabilities arising from Financing Activities (Details) - Schedule of reconciliation of liabilities arising from financing activities [Line Items] | |||
Beginning balance | 25,000 | 25,000 | |
Financing cash flows | (3,084) | 25,000 | |
New leases entered | |||
Change on modification of lease | |||
Interest expenses | |||
Ending balance | 21,916 | 25,000 | 25,000 |
Loan from a shareholder [Member] | |||
Reconciliation of Liabilities arising from Financing Activities (Details) - Schedule of reconciliation of liabilities arising from financing activities [Line Items] | |||
Beginning balance | 20,000 | ||
Financing cash flows | (20,000) | 20,000 | |
New leases entered | |||
Change on modification of lease | |||
Interest expenses | |||
Ending balance | 20,000 | ||
Lease liabilities [Member] | |||
Reconciliation of Liabilities arising from Financing Activities (Details) - Schedule of reconciliation of liabilities arising from financing activities [Line Items] | |||
Beginning balance | 373,107 | 2,619 | 4,474 |
Financing cash flows | (86,196) | (56,996) | (1,883) |
New leases entered | 22,752 | 425,250 | |
Change on modification of lease | (5,933) | ||
Interest expenses | 3,680 | 2,234 | 28 |
Ending balance | € 307,410 | € 373,107 | € 2,619 |
Deferred offering costs (Detail
Deferred offering costs (Details) - Schedule of deferred offering costs - EUR (€) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of deferred offering costs [Abstract] | ||
Deferred offering costs | € 262,684 |
Deferred revenue (Details) - Sc
Deferred revenue (Details) - Schedule of deferred revenue in accordance - EUR (€) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of deferred revenue in accordance [Abstract] | ||
Deferred revenue – outside parties | € 224,248 | € 29,371 |
Subsequent events (Details)
Subsequent events (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 26, 2023 $ / shares shares | Dec. 31, 2023 shares | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) $ / shares | Jul. 13, 2022 $ / shares | Jul. 13, 2022 € / shares | Jun. 30, 2022 € / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2021 € / shares | ||
Subsequent events (Details) [Line Items] | ||||||||||
Per share (in Dollars per share) | (per share) | $ 0.005 | $ 0.005 | € 1 | € 1 | € 1 | |||||
Non-accountable expense allowance (in Dollars) | $ | $ 6,900,000 | |||||||||
Definitive agreements (in Euro) | € | € 600,000 | |||||||||
Cost paid (in Euro) | € | 15,000 | |||||||||
Contract amount (in Euro) | € | 10,000 | |||||||||
Renewal amount (in Euro) | € | € 25,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent events (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | shares | 105,000 | |||||||||
Total purchase price rate | 7% | 90% | ||||||||
Exercisable warrants per share (in Dollars per share) | $ / shares | $ 5 | |||||||||
Agreements term | 10 years | |||||||||
Market fees rate | 15% | |||||||||
Payment rate | 15% | |||||||||
Common shares (in Shares) | shares | 2,250 | |||||||||
Share purchase agreement (in Shares) | shares | 600,000 | |||||||||
Purchase agreement period | 10 years | |||||||||
Net income rate | 15% | |||||||||
Initial Public Offering [Member] | Subsequent Event [Member] | ||||||||||
Subsequent events (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | shares | 1,500,000 | |||||||||
Per share (in Dollars per share) | $ / shares | $ 5 | |||||||||
Purchase price (in Dollars per share) | $ / shares | $ 4.65 | |||||||||
Total purchase price rate | 93% | |||||||||
FKAP [Member] | ||||||||||
Subsequent events (Details) [Line Items] | ||||||||||
Total purchase price rate | 90% | 90% | ||||||||
Brera Tchumene FC [Member] | ||||||||||
Subsequent events (Details) [Line Items] | ||||||||||
Cost paid (in Euro) | € | € 25,000 | |||||||||
Warrant [Member] | ||||||||||
Subsequent events (Details) [Line Items] | ||||||||||
Total purchase price rate | 100% | 100% | ||||||||
Class B Ordinary Shares [Member] | ||||||||||
Subsequent events (Details) [Line Items] | ||||||||||
Per share (in Dollars per share) | $ / shares | [1] | $ 0.005 | $ 0.005 | |||||||
Class B Ordinary Shares [Member] | Subsequent Event [Member] | ||||||||||
Subsequent events (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | shares | 225,000 | |||||||||
Total purchase price rate | 15% | |||||||||
Net income rate | 15% | |||||||||
[1]The share amounts are presented on a retrospective basis for founder shares. |