United States securities and exchange commission logo
August 30, 2022
Daniel J. McClory
Executive Chairman
Brera Holdings Limited
IFSC
25-28 North Wall Quay
Dublin 1
D01 H104
Ireland
Re: Brera Holdings
Limited
Draft Registration
Statement on Form F-1
Submitted August 3,
2022
CIK No. 0001939965
Dear Mr. McClory:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1
Risk Factors
Risks Related to Government Regulation and Being a Public Company
The requirements of being a public company may strain our resources.,
page 19
1. We note your disclosure
that "[t]he Exchange Act requires that our company file annual,
quarterly, and current
reports with respect to our businesses, financial condition, and
results of operations."
Elsewhere, you describe the exceptions available to you as a
Foreign Private Issuer,
including that you "will not be required to issue quarterly reports."
Daniel J. McClory
FirstName LastNameDaniel J. McClory
Brera Holdings Limited
Comapany
August 30, NameBrera
2022 Holdings Limited
August
Page 2 30, 2022 Page 2
FirstName LastName
Please revise your disclosure to reconcile the discrepancy and clearly
indicate the
applicable reporting requirements.
Cautionary Statement Regarding Forward-Looking Statements, page 33
2. We note your disclosure that "while we believe such information forms
a reasonable basis
for such statements, such information may be limited or incomplete,
and our statements
should not be read to indicate that we have conducted an exhaustive
inquiry into, or
review of, all potentially available relevant information. These
statements are inherently
uncertain and investors are cautioned not to unduly rely upon these
statements." Please
delete or revise this disclosure, as it is inappropriate to disclaim
responsibility for the
information you choose to provide in your prospectus.
Use of Proceeds, page 34
3. We note your disclosure regarding the use of 40% of the net proceeds
from the offering
for the acquisition and management of new football clubs. Please give
a brief description
of the clubs you intend to acquire and information on the status of
such acquisitions. See
Form 20-F, Item 3(C)(3).
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
40
4. We note your disclosure that you "believe the FENIX Trophy will
significantly support
[y]our social-impact football value proposition." Please expand your
disclosure to
describe the correlation between the FENIX Trophy and the value of
social-impact
football.
5. We note that you have entered into a loan with your shareholder with a
remaining balance
of 20,000. To provide additional context for investors, discuss
your ability to repay such
indebtedness given the September 30, 2022 maturity date and your
current cash flow
position. In this regard, please discuss the source of funding for
repayment of the
outstanding balance.
6. Please disclose the private placement exemptions used to issue
securities to your founders,
as discussed on page 40, and to the "investors," as discussed in the
section "Private
Placement" on page 41. Please name the persons or category of persons
who received the
shares described in the section "Private Placement" on page 41. Refer
to Item 7 of Form
F-1.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk, page 47
7. Please expand your discussion of interest rates to describe their
impact on your financial
condition, including your balance sheet. For example, given rising
rates, describe any
resulting impacts on your accounts payable, long-term debt, or accrued
expense balances.
Daniel J. McClory
Brera Holdings Limited
August 30, 2022
Page 3
Expand your disclosure to describe how you are funding these
additional costs.
Brera Holdings Financial Statements
Notes to the Consolidated Financial Statements for the Years Ended December 31,
2021 and
2020
Note 1 - General information and reorganization transactions, page F-7
8. We note from your disclosure that a series of contractual arrangements
between the KAP
and the Company in 2020 and 2021 constituted a reorganization under
common control
and were required to be retrospectively applied to the consolidated
financial statements
resulting in the consolidated financial statements being prepared as
if the existing
corporate structure had been in existence throughout all periods.
Please provide us with
the detailed discussion of these contractual arrangements and cite the
specific authoritative
literature you utilized to support your accounting treatment. In
addition, please tell us
how this relates to the disclosure regarding the acquisition of Brera
Milano on F-9.
General
9. We note your disclosure that following the offering "[y]our founders
will retain
controlling voting power in the Company" and "the ability to control
the outcome of most
matters requiring shareholder approval." If true, disclose on the
prospectus cover page, in
the prospectus summary and elsewhere as appropriate that you will be a
"controlled
company" under exchange listing rules after the offering, describe the
corporate
governance exemptions available to you and whether you plan to rely on
such exemptions,
and include a risk factor regarding the risks to investors of being a
controlled company. In
addition, please disclose on the prospectus cover page the percentage
ownership of your
founders after the offering and state that they will continue to
control all decisions to be
made by stockholders.
10. We note the Class A Ordinary Shares are convertible into Class B
Ordinary Shares.
Please revise to clarify the terms under which such conversions are
permissible or
required (e.g., upon demand by the company, at the holder's
discretion, etc.).
11. Please provide us with supplemental copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
have presented or expect to present to potential investors in reliance
on Section 5(d) of the
FirstName LastNameDaniel J. McClory
Securities Act, whether or not you retained, or intend to retain, copies
of those
Comapany NameBrera Holdings
communications. Limitedthe staff member associated with the
review of this filing
Please contact
Augustto30,
discuss how to
2022 Page 3 submit the materials, if any, to us for our review.
FirstName LastName
Daniel J. McClory
FirstName LastNameDaniel J. McClory
Brera Holdings Limited
Comapany
August 30, NameBrera
2022 Holdings Limited
August
Page 4 30, 2022 Page 4
FirstName LastName
You may contact Abe Friedman at 202-551-8298 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Lilyanna Peyser at 202-551-3222 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Louis A. Bevilacqua