Brera Holdings PLC Class B Ordinary Shares (BREA)
Filed: 17 Jan 25, 8:27pm
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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BRERA HOLDINGS PLC (Name of Issuer) |
Class B Ordinary Shares, $0.005 nominal value per share (Title of Class of Securities) |
G13311108 (CUSIP Number) |
Andrea Langella Via Francesco Caracciolo no. 9, Naples, L6, 80122 39 335 625 0018 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G13311108 |
| 1 |
Name of reporting person
XX Settembre Holding S.r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ITALY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,600,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
45.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
For Box 8, 10, 11 and 13
Reflects 3,200,000 class B ordinary shares, $0.005 nominal value per share ("Class B Ordinary Shares"), of Brera Holdings PLC, an Irish public limited company (the "Issuer"), held directly by S.S. Juve Stabia S.r.l., an Italian limited liability company (societa a responsabilita limitata) ("Juve Stabia"), which the Reporting Person is deemed to beneficially own.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class B Ordinary Shares, $0.005 nominal value per share | |
| (b) | Name of Issuer:
BRERA HOLDINGS PLC | |
| (c) | Address of Issuer's Principal Executive Offices:
Connaught House, 5th Floor, One Burlington Road, Dublin 4,
IRELAND
, D04 C5Y6. | |
Item 1 Comment:
This Schedule 13D (this "Schedule 13D") relates to the Class B Ordinary Shares of the Issuer. The Issuer has its principal executive offices at Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6, Ireland. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by XX Settembre Holding S.r.l., an Italian limited liability company (societa a responsabilita limitata) (the "Reporting Person"). | |
| (b) | The principal business address of XX Settembre Holding S.r.l. is Via Francesco Caracciolo no. 9, 80122 Naples, Italy. | |
| (c) | The principal business of XX Settembre Holding S.r.l. is to own and manage equity interests in other entities, including Juve Stabia, which owns and manages the Italian Serie B football club named Juve Stabia (the "Club") and all the assets necessary to manage the Club. | |
| (d) | During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is an Italian limited liability company (societa a responsabilita limitata). | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On December 31, 2024, the Issuer entered into a sale and purchase and investment agreement (the "SPI Agreement") with the Reporting Person, relating to the acquisition of the Club, by the Issuer, through Juve Stabia, whose sole shareholder was the Reporting Person. The SPI Agreement provided that, among other things, and on the terms and subject to the conditions of the SPI Agreement, (i) the Issuer will acquire from the Reporting Person over three closings, on December 31, 2024, January 31, 2025, and March 31, 2025, a total of 51.73% of the issued and outstanding share capital of Juve Stabia, (ii) the Issuer will pay the Reporting Person an aggregate purchase price of EUR3,000,000 using a combination of cash and the issuance of Class B Ordinary Shares, and (iii) the Issuer will increase the share capital of Juve Stabia by an aggregate amount of EUR1,500,000 at each closing. On December 31, 2024, the Issuer issued the Reporting Person EUR1,000,000 in Class B Ordinary Shares at a price per share of $0.65 for a total of 1,600,000 Class B Ordinary Shares, and paid Juve Stabia EUR500,000 in cash and issued EUR1,000,000 in Class B Ordinary Shares at a price per share of $0.65 for a total of 1,600,000 Class B Ordinary Shares.
On January 10, 2025, the Issuer entered into a restated sale and purchase and investment agreement (the "Restated SPI Agreement") with the Reporting Person, which amended the SPI Agreement. The Restated SPI Agreement provided that, among other things, and on the terms and subject to the conditions of the Restated SPI Agreement, (i) the Issuer will acquire from the Reporting Person over four closings, on December 31, 2024, January 10, 2025, January 31, 2025, and March 31, 2025, a total of 51.73% of the issued and outstanding share capital of Juve Stabia, (ii) the Issuer will pay the Reporting Person an aggregate purchase price of EUR3,000,000 using a combination of cash and the issuance of Class B Ordinary Shares, and (iii) the Issuer will increase the share capital of Juve Stabia by an aggregate amount of EUR4,500,000. As stated above, on December 31, 2024, the Issuer issued the Reporting Person EUR1,000,000 in Class B Ordinary Shares at a price per share of $0.65 for a total of 1,600,000 Class B Ordinary Shares, and paid Juve Stabia EUR500,000 in cash and issued EUR1,000,000 in Class B Ordinary Shares at a price per share of $0.65 for a total of 1,600,000 Class B Ordinary Shares.
On January 10, 2025, the Issuer issued the Reporting Person EUR500,000 in Class B Ordinary Shares at a price per share of $0.65 for a total of 800,000 Class B Ordinary Shares, and paid Juve Stabia EUR500,000 in cash and issued EUR1,000,000 in Class B Ordinary Shares at a price per share of $0.65 for a total of 1,600,000 Class B Ordinary Shares.
On January 31, 2025, the Issuer will pay the Reporting Person EUR500,000 in cash. On March 31, 2025, the Issuer will pay the Reporting Person EUR500,000 in cash and issue EUR500,000 in Class B Ordinary Shares at a price per share equal to the volume-weighted average price of the Class B Ordinary Shares, calculated over the 15 trading days immediately preceding the second business day preceding March 31, 2025, and pay Juve Stabia EUR1,500,000 in cash.
The foregoing descriptions of the SPI Agreement and the Restated SPI Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the SPI Agreement and the Restated SPI Agreement attached hereto as Exhibit 1 and Exhibit 2, respectively, and incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
The information provided in response to Item 3 hereof is incorporated by reference into this Item 4.
The Reporting Person's acquisitions of Class B Ordinary Shares reported on this Schedule 13D were consideration from the Issuer for the acquisition of Juve Stabia's share capital from the Reporting Person and to increase the share capital of Juve Stabia under the SPI Agreement and the Restated SPI Agreement.
Except as disclosed in this Item, the Reporting Person does not have any current plans or proposals which relate to or would result in any of the events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person, however, expects to evaluate on a continuing basis its goals and objectives and other business opportunities, and may change its plans or proposals in the future. In determining from time to time whether to sell the securities reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Reporting Person will take into consideration such factors as it deems relevant, including the business and prospects of the Company, anticipated future developments concerning the Company, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Person. In addition, the Reporting Person may, from time to time, transfer shares beneficially owned by it for tax, estate or other economic planning purposes. The Reporting Person reserves the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of its holdings of securities of the Issuer or to change its intention with respect to any or all of the matters referred to in this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5. | |
| (b) | The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5. | |
| (c) | The information provided in response to Item 3 and Item 4 hereof is incorporated by reference into this Item 5(c). Except as described in this Schedule 13D, the Reporting Person has not effected any transactions in the Class B Ordinary Shares during the past 60 days. | |
| (d) | (d) No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class B Ordinary Shares held by the Reporting Person. | |
| (e) | (e) Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information provided in response to Item 3 and Item 4 hereof is incorporated by reference into this Item 6.
Other than the relationships described above, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Person and any other persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 Sale and Purchase and Investment Agreement, dated December 31, 2024, by and among Brera Holdings PLC and XX Settembre Holding S.r.l. (incorporated by reference to Exhibit 1.1 to the Issuer's Report on Form 6-K filed on January 7, 2025)
Exhibit 2 Restated Sale and Purchase and Investment Agreement, dated January 10, 2025, by and among Brera Holdings PLC and XX Settembre Holding S.r.l. (incorporated by reference to Exhibit 1.1 to the Issuer's Report on Form 6-K filed on January 10, 2025) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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