UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2024.
Commission File Number 001-41606
BRERA HOLDINGS
PLC
(Translation of registrant’s name into English)
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F
☐
Entry into a Binding
Term Sheet
On November 30, 2024, Brera Holdings PLC, a public
limited company incorporated in the Republic of Ireland (the “Company”), entered into a binding term sheet (the “Term
Sheet”) with La Societa Sportiva Juve Stabia SpA, an Italian Serie B football club (“Juve Stabia”), and XX Settembre
Holding srl, an Italian limited liability company and majority shareholder of Juve Stabia (“XX Settembre”), relating to the
acquisition of Juve Stabia by the Company.
Pursuant to the Term Sheet, the Company, Juve
Stabia and XX Settembre will enter into a share purchase agreement (the “SPA”) that will be consistent with the Term Sheet
and will describe the terms upon which the Company will acquire from XX Settembre and Juve Stabia over three phases through March 31,
2025, a number of shares of the issued and outstanding share capital of Juve Stabia constituting 51.72% of the share capital of Juve Stabia
after such acquisition (the “Shares”). The Company will pay XX Settembre and Juve Stabia an aggregate of €3,500,000 in
cash and issue €4,000,000 in Class B Ordinary Shares, $0.005 nominal value per share, of the Company (“Class B Ordinary Shares”),
by March 31, 2025, as consideration for the Shares. Additionally, the Term Sheet provides for performance bonuses of (i) €500,000
in Class B Ordinary Shares payable to XX Settembre if Juve Stabia accesses the promotion playoffs in the 2024-25 season and (ii) €5,000,000
in Class B Ordinary Shares payable to XX Settembre if Juve Stabia is promoted to Serie A at the conclusion of the 2024-25 season.
The Term Sheet contains
customary covenants including as to due diligence, exclusivity and confidentiality.
The Term Sheet is filed as Exhibit 1.1 to this
report on Form 6-K, and this description of the Term Sheet is qualified in its entirety by reference to such exhibit.
Issuance of Press
Release
On December 9, 2024, the
Company issued a press release announcing the Term Sheet. A copy of this press release is attached hereto as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 9, 2024 |
BRERA HOLDINGS PLC |
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By: |
/s/ Pierre Galoppi |
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Pierre Galoppi |
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Chief Executive Officer |
2
Exhibit 1.1
Brera Holdings PLC
One Burlington Road
Connaught House, 5th Floor
Dublin 4, DO4 C5Y6, Ireland
Mr. Andrea Langella, President
XX Settembre Holding srl
Via Francesco Caracciolo 9-BIS
80122 Napoli (NA)
Italy
xxsettembre-srl@pec.it
langellaandrea@gmail.com
30 November 2024
Strictly private and confidential
Re: Binding Term Sheet for Juve Stabia Strategic Investment
Dear Andrea:
Please find below a summary of the main terms
and conditions under which Brera Holdings Plc (“Brera” or “we”) proposes to purchase shares representing
the corporate capital of SS Juve Stabia SpA (“Juve Stabia” or the “Club”), through you in your capacity
as President of the Club, and as the president and owner of Club’s parent company XX Settembre Holding srl, in a three-step process:
Step One: Cross-Investment and Strategic Transaction Initiation
(21,74% Brera Ownership)
| ● | By
2 December 2024, Brera and Juve Stabia shall finalize and execute this definitive and binding
Term Sheet for the cross-investment and strategic transaction. The transaction shall be publicly
announced no later than 8 December 2024, with the initial closing to occur on or before 31
December 2024, under the terms of a Share Purchase Agreement (“SPA”) to be negotiated
by the Parties by 20 December 2024. |
| ● | As
consideration for this phase: |
| ● | XX
Settembre Holding srl, a company controlled by Andrea Langella (“XX Settembre”
or “Shareholder”), the current majority shareholder, shall receive €1,000,000
in Brera shares, as traded on Nasdaq. Against this payment, The Shareholder shall transfer
to Brera 10% of Juve Stabia shares. |
Note:
All shares issued under this Term Sheet and the SPA shall be Class B Ordinary Shares which are listed on Nasdaq under the ticker
symbol “BREA.” The shares shall be subject to the U.S. SEC’s affiliate and insider and Rule 144 provisions and will
also be subject to a 12-month lock-up from date of issuance, as well as a leak-out term allowing o up to 50% to be sold at the 12-month
anniversary of issuance, and up to the remaining 50% to be sold at the 18-month anniversary of issuance. Brera may waive such lock-up
and leak-out provisions in its discretion.
| ● | Juve
Stabia, via a capital increase executed at Step One Closing, shall receive €500,000
in cash from Brera together with €1,000,000 in Brera shares issued by Brera to Juve
Stabia at the Step One Share Price, to support the Club’s working capital needs. At
this step the Club shall issue a capital increase reserved to Brera for a total of €1,500,000,
between capital increase and share premium reserve, to determine the cap table as later described. |
| ● | Note:
The Brera share price for this payment shall be based on the volume-weighted average price
(VWAP) of the Nasdaq-listed shares, calculated over the fifteen (15) trading days immediately
preceding November 29, 2024, which has been calculated through Bloomberg data as US$0.65
(the “Step One Share Price”) |
| ● | At
the completion of the Step One Closing Brera shall own 21,74% of the share capital of Juve
Stabia. |
Step
Two: Brera’s Increased Strategic Investment to 38,46% Brera Ownership
| ● | By
31 January 2025, Brera shall complete its first stage of Juve Stabia due diligence and audit
readiness evaluation in accordance with applicable standards, with the second closing scheduled
for the same date. |
| ● | As
consideration for this phase: |
| ● | XX
Settembre shall receive €500,000 in cash, payable at the time of closing, and €500,000
in Brera shares, issued and traded on Nasdaq. The Shareholder shall transfer to Brera 8,70%
of Juve Stabia shares. |
| ● | Juve
Stabia, through a capital increase by Brera, shall receive €500,000 in cash and €1,000,000
in Brera shares, issued for the specific purpose of reinforcing the club’s financial
position. At this step the Club shall issue a capital increase reserved to Brera for a total
of €1,500,000, between capital increase and share premium reserve, to determine the
cap table as later described. |
| ● | Note:
The Brera share price for this payment shall be based on the volume-weighted average price
(VWAP) of the Nasdaq-listed shares, calculated over the fifteen (15) trading days immediately
preceding the second closing date of 31 January 2025 (the “Step Two Share Price”). |
| ● | At
the completion of the Step Two Closing Brera shall own 38,46% of the share capital of Juve
Stabia. |
Step
Three: Brera’s Further Strategic Investment to Achieve 51,72% Brera Ownership
| ● | By
31 March 2025, Brera and Juve Stabia shall finalize all remaining due diligence and secure
completion of an IFRS/PCAOB-compliant audit pursuant to U.S. SEC standards, with the third
and final closing to occur on or before the same date. |
| ● | As
consideration for this phase: |
| ● | XX
Settembre shall receive an additional €500,000 in cash and €500,000 in Brera shares,
as traded on Nasdaq. The Shareholder shall transfer to Brera 7,69% of Juve Stabia shares. |
| ● | Juve
Stabia shall receive €1,500,000 in cash through a capital increase executed at the final
closing. At this step the Club shall issue a capital increase reserved to Brera for a total
of €1,500,000, between capital increase and share premium reserve, to determine the
cap table as later described. |
| ● | Note:
The Brera share price for this payment shall be based on the volume-weighted average price
(VWAP) of the Nasdaq-listed shares, calculated over the fifteen (15) trading days immediately
preceding the third closing date of 31 March 2025 (the “Step Three Share Price”). |
| ● | At
the completion of the Step Three Closing Brera shall own 51,72% of the share capital of Juve
Stabia. |
Aggregate
Consideration Provided by Brera (the “Fixed Price”)
| ● | Brera’s
total contributions under this Term Sheet and the SPA shall comprise: |
| ● | €4,000,000
in Brera shares, duly traded on Nasdaq, and as described above. |
Pro
Forma Equity Valuation and Ownership Allocation (the “Fixed Value”):
| ● | Based
on an agreed valuation of €10,000,000 between Brera and the Shareholder, the pro forma
enterprise value of Juve Stabia will increase to €14,500,000 following the completion
of the outlined transactions, resulting in the updated ownership structure: |
Performance
Bonuses
| ● | Playoff
Qualification: A performance bonus of €500,000 to be paid to XX Settembre or Mr. Langella
in Brera shares if Juve Stabia gains access to the promotion playoffs in the 2024/25 season. |
| ● | Promotion
to Serie A: A performance bonus of €5,000,000 to be paid to XX Settembre or Mr. Langella
in Brera shares if Juve Stabia is promoted to Serie A at the conclusion of the 2024/25 season. |
As
agreed with the Shareholder and advisors, the contents of this Term Sheet are binding and reflect a mutual commitment between Brera and
XX Settembre and Juve Stabia to collaborate on a strategic mutual investment.
To
balance efficiency with compliant diligence, and in consideration of the three-step transaction structure, the SPA will be executed
with the understanding that, with the exception of “Step One” which is agreed by the Parties to be considered unconditioned
and irrevocable, its final implementation and second and third closings remain contingent on the satisfactory completion of customary
due diligence and the IFRS/PCAOB auditability of Juve Stabia. This process will confirm the accuracy of preliminary information provided
on Juve Stabia, ensure the absence of undisclosed liabilities, and validate the Parties’ expectation of a sustainable financial
position and business case.
The
SPA and an eventual Shareholders’ Agreement will include customary representations, warranties, indemnification obligations, governance,
and protective clauses to address any issues that may arise during the diligence process.
Mr.
Langella as President of Juve Stabia and President of its majority shareholder XX Settembre, shall instruct the CEO of the Club to call
and hold the required extraordinary shareholders’ meetings to approve the capital increases and share premium reserves to be made
by Brera as described and agreed to above.
Brera
Holdings is ready to complete the due diligence in 60 days from signing of this Term Sheet assuming availability of necessary
information in a virtual data-room and customary management interviews and questions/answers sessions. An additional period of due diligence
may be required contingent upon information obtained during the initial review process. Any such extension shall be communicated to Juve
Stabia and the Shareholder with reasonable notice and within a timeframe deemed appropriate under the circumstances.
For
the purposes of the due diligence, Brera Holdings will instruct, among other advisors, the law firms of BonelliErede in Italy, and Bevilacqua
Law LLP in the U.S., and other advisors to be disclosed.
Closing
of the complete transaction will be conditional upon obtaining any approval/consent required under applicable laws or regulations, including
Italy’s FIGC football regulator.
The
parties will keep the existence of this Term Sheet and its terms and conditions strictly confidential, provided however that Brera Holdings,
subject to signing of customary confidentiality undertakings, will be allowed to disclose its existence (and the relevant terms and conditions)
to selected shareholders. Additionally, the planned 2-8 December 2024 public announcements, press releases, press conferences, U.S. regulatory
disclosures, or other communications regarding this Term Sheet or the underlying transaction shall be reviewed and approved in advance
by both parties, ensuring that the Shareholder and Brera Holdings are provided with adequate notice and an opportunity to review the
content prior to dissemination.
From
the date of acceptance of this Term Sheet through 31 March 2025, XX Settembre, Mr. Langella, Juve Stabia, and its representatives will
not solicit, encourage, consider, negotiate, accept or otherwise pursue any offer or inquiry from any person or entity relating to any
Juve Stabia capital stock or other equity interest, or any merger, reorganization, share exchange or other business combination or disposition
involving Juve Stabia or all or any material assets of the Club.
The
Parties agree that this Binding Term Sheet and all contracts that will derive from it, are subject and will be interpreted according
to Italian Law, with exclusive competence of the court of Milan. In the event of a dispute arising, regarding this Binding Term Sheet,
its validity and implementation, the Parties will seek to resolve it first through an arbitration board in Milan according to Italian
Law and customs.
If
you agree with the above terms and conditions, please return to us a copy of this Term Sheet signed for acceptance before 20:00 ET on
30 November 2024.
Kind
regards,
| Brera Holdings PLC |
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| /s/ Pierre Galoppi |
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| Pierre Galoppi - CEO |
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For acceptance |
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XX Settembre Holding srl |
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Date: |
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/s/ Andrea Langella |
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Andrea Langella – President |
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La Societa Sportiva Juve Stabia SpA |
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Date: |
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/s/ Andrea Langella |
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Andrea Langella – President |
Exhibit 99.1
Brera
Holdings Agrees to Strategic Investment in
Italian Serie B Professional Football (Soccer) Club
Juve Stabia: “The Second Team of
Naples”
Binding Term Sheet Signed for Ongoing Investment
and 51.72% Shareholding Alongside Current Majority Owner XX Settembre Holding srl and President Andrea Langella for 117-Year Old Club
in Italy’s Third-Largest Metro Area
DUBLIN, Ireland and MILAN, Italy,
December 9, 2024 at 06:00 Eastern Time (GLOBE NEWSWIRE) -- Brera Holdings PLC (“Brera Holdings” or “Brera”)
(Nasdaq: BREA), an Ireland-based, Nasdaq-listed, international holding company focused on expanding its global portfolio of men’s
and women’s sports clubs through a multi-club ownership (“MCO”) approach, announced today at a press conference in Naples
that it has signed a binding term sheet to make a strategic investment in SS Juve Stabia SpA (“Juve Stabia” or “the
Club”), a historic Italian Serie B football club celebrating 117 years of tradition.
Brera’s investment has been structured to
reinforce Juve Stabia’s sporting competitiveness in Serie B and beyond, alongside current majority owner XX Settembre srl (“XX
Settembre”) and Club President Andrea Langella. Pending completion of the share purchase agreement and the initial closing of the
transaction by December 31, 2024, Brera and XX Settembre have agreed to an approximate 52-48 strategic shareholding over three phases
through March 31, 2025. Known as ‘The Second Team of Naples,’ Juve Stabia is a key fixture in Italy’s third-largest
metropolitan area, strategically located near the famous historical sites of Pompeii and the picturesque Amalfi Coast, offering a unique
blend of sporting and cultural significance in one of Italy’s most renowned regions.
“After a thorough analysis and negotiations
with leading Serie B clubs, Brera Holdings is extremely proud to invest in Juve Stabia, an important club with an ideal partner in President
Andrea Langella,” said Brera Executive Chairman Daniel McClory, Founder and majority shareholder. “Competing in the vibrant
Naples metropolitan area, home to 3.5 million people with an unparalleled tradition of top-caliber football, makes Brera’s investment
in Juve Stabia especially strategic,” added Mr. McClory.
Mr. Langella added, “We welcome Brera’s
strategic capital, and the Nasdaq listing of its MCO model are expected to bring Juve Stabia not just additional financial resources and
support, but expanded awareness of our brand and team, as well as human capital and player pathways between Brera’s teams on three
continents,” said Mr. Langella. “Juve Stabia shares the social impact mission of Brera and will extend their reach into the
greater Naples area, starting with Castellammare di Stabia,” he continued.
Brera’s SEC filings will contain details
of its strategic investment in Juve Stabia, and further updates will be provided on an ongoing basis, starting with the initial closing
agreed to take place by December 31, 2024.
ABOUT BRERA HOLDINGS PLC
Brera Holdings PLC (Nasdaq: BREA) is dedicated
to expanding its social impact football business by developing a global portfolio of emerging football and sports clubs. Building on the
legacy of Brera FC, which it acquired in 2022, the Company aims to create opportunities for tournament prizes, sponsorships, and professional
consulting services. Brera FC, recognized as “The Third Team of Milan,” has been crafting an alternative football legacy since
its founding in 2000. The club also organizes the FENIX Trophy, a nonprofessional pan-European tournament acknowledged by UEFA. This tournament,
which has been referred to as “the Champions League for amateurs” by BBC Sport, has garnered significant media coverage, including
from ESPN.
In its efforts to broaden its reach, Brera expanded
into Africa in March 2023 by establishing Brera Tchumene FC in Mozambique, which quickly rose to the First Division after winning its
post-season tournament. In April 2023, the Company acquired a 90% stake in the North Macedonian first-division team Fudbalski Klub Akademija
Pandev, now known as Brera Strumica FC. Additionally, in June 2023, Brera made a strategic investment in Manchester United PLC, realizing
a 74% gain. The Company has further diversified its portfolio by acquiring a majority stake in UYBA Volley, an Italian women’s professional
volleyball team, in July 2023, assuming control of Bayanzurkh Sporting Ilch FC, a Mongolian National Premier League team, which became
Brera Ilch FC, in September 2023. In January 2024 Brera announced plans to acquire an Italian Serie B club. Brera established a joint
stock company for the North Macedonian women’s football club Tiverija Strumica, now known as Brera Tiverija FC, a wholly-owned subsidiary
of Brera Strumica FC, in June 2024.
With a focus on bottom-up value creation, innovation-driven
growth, and socially impactful outcomes, Brera Holdings endeavors to position itself as a forward-thinking player in the global sports
landscape. For more information, visit www.breraholdings.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking statements
that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow
its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,”
“may,” “will,” “plans,” “expects,” “anticipates,” “projects,”
“predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential”
or similar words. Actual results could differ materially from those described in these forward-looking statements due to a number of factors,
including without limitation, the Company’s ability to continue as a going concern, the popularity and/or competitive success of
the Company’s acquired football and other sports teams, the Company’s ability to attract players and staff for acquired clubs,
unsuccessful acquisitions or other strategic transactions, the possibility of a decline in the popularity of football or other sports,
the Company’s ability to expand its fanbase, sponsors and commercial partners, general economic conditions, and other risk factors
detailed in the Company’s filings with the SEC. The forward-looking statements contained in this press release are made as of the
date of this press release, and the Company does not undertake any responsibility to update such forward-looking statements except in
accordance with applicable law.
Company Contact Information:
Dan McClory, Executive Chairman, Brera Holdings PLC
Email: dan@breraholdings.com
Investor Relations Inquiries:
Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor
New York, New York 10036
Office: (646) 893-5835
Email: info@skylineccg.com
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