6-K

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 September, 2023.

Commission File Number 001-41606

BRERA HOLDINGS PLC

(Translation of registrant’s name into English)

Connaught House, 5th Floor

One Burlington Road

Dublin 4

D04 C5Y6

Ireland

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

Entry into a Letter of Intent

On August 28, 2023, Brera Milano S.r.l., an Italian limited liability company (società a responsabilità limitata) (“Brera Milano”) and wholly-owned subsidiary of Brera Holdings PLC, a public limited company incorporated in the Republic of Ireland (the “Company”), entered into an exclusive letter of intent (the “Letter of Intent”) with Bayanzurkh Ilch FC, a sports association incorporated under the laws of Mongolia (“Bayanzurkh FC”), relating to the acquisition of Bayanzurkh FC by Brera Milano.

Pursuant to the Letter of Intent, Brera Milano will take control of Bayanzurkh FC’s management by transforming it from a sports association into a limited liability company and will rebrand Bayanzurkh FC to include the term “Brera” before the resumption of the football season in March 2024, which if not met will allow Brera Milano the right to terminate the Letter of Intent. Brera Milano will pay Bayanzurkh FC an aggregate fee of $30,000 comprised of (i) $12,000 at the operation execution activity kick-off following the signing of the Letter of Intent and (ii) $3,000 per month for 6 months and will invest in developing the visibility of Bayanzurkh FC throughout Mongolia and Italy and internationally. Bayanzurkh FC’s current management will guarantee sponsorship contracts with third-party companies for an overall value between $50,000 and $90,000 for the 2024-25 football season.

The Letter of Intent contains customary covenants including as to due diligence, exclusivity, and confidentiality.

The Letter of Intent is filed as Exhibit 1.1 to this report on Form 6-K, and this description of the Letter of Intent is qualified in its entirety by reference to such exhibit.

On August 31, 2023, the Company issued a press release announcing the Letter of Intent. A copy of this press release is attached hereto as Exhibit 99.1.

Exhibit No.	Description
1.1	Letter of Intent, dated as of August 28, 2023, by and among Brera Milano S.r.l. and Bayanzurkh Ilch FC
99.1	Press Release dated August 31, 2023

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: September 1, 2023	BRERA HOLDINGS PLC
	By:	/s/ Pierre Galoppi
		Pierre Galoppi
		Chief Executive Officer

2

EX-1.1

Exhibit 1.1

LETTER OF INTENT

by and between

Brera Milano S.r.l., Tax Code 09703750969, with registered office in Piazza San Giorgio 2, Milan (Italy), a company incorporated under Italian law, in the person of Mr. Alessandro Aleotti, Chairman of Brera FC and Board Member of Brera Holdings (hereinafter “Brera Milano”)

and

Bayanzurkh Ilch FC, Tax Code 6611486, with registered office in 674 BUSR, 19^th APT, 5^th Khoroo, Chingeltei District, Ulaanbaatar City (Mongolia), a sports association incorporated under Mongolian law, in the person of its Chairman Mr. Chinsanaa Jargalsaikhan (hereinafter “Bayanzurkh ilch FC” or the “Club”),

hereinafter individually also the “Party” and jointly also the “Parties”,

whereas:

i. Bayanzurkh ilch FC is a football club, in the legal form of a sports association, operating in Mongolia, where it plays, for the 2023-24 season, in the first national football division “Premier League”;

ii. Brera Milano is an Italian company focused on football operations on a global scale, mainly through the spreading of its brand and its know-how to other clubs;

iii. Bayanzurkh ilch FC and Brera Milano have expressed mutual interest in deepening a handover of the club to Brera Milano, through the transformation of the club from sports association to limited liability company, in accordance with the Mongolian Football Federation regulation, before the resumption of the football season in March 2024

the following is agreed and stipulated

Art. 1 – Premises

1.1 The premises form an integral and substantial part of this agreement.

Art. 2 – Subject of this “Letter of Intent”

2.1 Brera Milano is interested in taking over the management of sports activities through the transformation of the club from sports association to limited liability company.

2.2 The parties mutually acknowledge that the aforementioned interest of Brera Milano is subject, as an essential condition, to the authorization to rebrand the Club, with the inclusion of the term “Brera” in its name, before the resumption of the football season in March 2024: in case of lack of authorization, Brera Milano will have the right to terminate this LoI immediately.

Art. 3 – Due diligence and obligations and declarations of the Parties

3.1 For the purpose of any appropriate assessment on the completion of the operation, Bayanzurkh FC authorizes Brera Milano, and its consultants on its behalf, to have access to the offices, registers, employees and consultants of the Club for the purpose of carrying out an audit of the accounting records. The due diligence investigation will include, but is not limited to, a comprehensive review of the Club’s financial, legal, tax, intellectual property and employment records and agreements and any other matters, with the aim of verifying that there are no debts and acknowledging the current state of revenues and costs.

Art. 4 – Obligations and declarations of the Parties

4.1 To accompany the transition process referred to in point 2.1, and upon the fulfillment of the conditions referred to in point 2.2, Brera Milano undertakes to pay Bayanzurkh ilch FC, or to persons indicated by the club, a total fee of USD 30,000, broken down as follows:

i. USD 12,000 at the Operation Execution activity kick-off by the Brera Milano management, following the signing of this LoI;

ii. USD 18,000, that will be paid in 6 months, monthly pro rata (USD 3,000 per month), until April 2024.

4.2 In the transition period referred to in point 2.1, Brera Milano will have the right to replace the Club’s association board members.

4.3 The transformation of the club from sports association to limited company must be completed no later than March 2024.

4.4 The current Bayanzurkh ilch FC management undertakes to guarantee sponsorship contracts with third-party companies in favor of the Club for an overall value between USD 50,000 and USD 90,000, for the 2024-25 season. On the other hand, Brera Milano will activate a series of actions and investments to develop the visibility of the Club in Mongolia, in Italy and in its international circuits.

4.5 The payment of the contribution referred to in point 4.1 will be interrupted in the events of failure to comply with the conditions referred to in points 4.2, 4.3 and 4.4, as well as in the case of a negative outcome of the due diligence referred to in point 3.1.

Art. 5 – Exclusivity

5.1 The parties agree that, due to the expenses that Brera Milano will have to incur for the execution of the due diligence, until such time as this LoI is terminated, neither the Club nor its members may initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer from any entity, person or group of persons other than the Brera Milano aimed at the handover in the management and/or property of the Club.

Art. 6 – Contract Amendments

6.1 Any modification of this document must be agreed in writing between the Parties.

Art. 7 – Communications

7.1 Any communication, requested or in any case necessary in relation to this agreement, will be considered effectively and validly carried out, under penalty of nullity, only if resulting from a written document with proof of receipt sent to the other Party to the following addresses:

(i) for Brera Milano S.r.l.:

Address: Piazza San Giorgio 2 – 20123 Milan (Italy)

E-mail: info@breramilanogroup.com

(ii) for Bayanzurkh ilch FC:

Address: 674 BUSR, 19^th APT, 5^th Khoroo, Chingeltei District, Ulaanbaatar City (Mongolia)

E-mail: chinsanaa80@gmail.com

Art. 8 – Confidentiality clauses

8.1 The Parties undertake to keep confidential all data, information (written or oral) and news concerning the Parties, their activities and business (the “Confidential Information”), obtained or received as a result of the discussions that led to the signing of this agreement.

Art. 9 – Governing law and jurisdiction

9.1 What is agreed in this agreement is subject to the application of Italian law and to the competence of the Italian jurisdiction.

All disputes that may arise in relation to this private agreement, including, by way of example but not limited to, those relating to its validity, effectiveness, interpretation, execution and resolution, will be the exclusive jurisdiction of the Court of Milan.

Read, agreed and undersigned.

Place and date Ulaanbaatar City, 28/8/2023

Brera Milano S.r.l.	Bayanzurkh Ilch FC
/s/ Alessandro Aleotti	/s/ Chinsanaa Jargalsaikhan

EX-99.1

Exhibit 99.1

Brera Holdings Announces Exclusive Letter of Intent to Acquire and Re-Brand Mongolian Premier League Team Bayanzurkh Sporting Ilch FC

The acquisition, when finalized, will bring the Brera brand to Asia, adding a third continent to its successful football clubs in Europe and Africa

DUBLIN and MILAN, Aug. 31, 2023 (GLOBE NEWSWIRE) - Brera Holdings PLC (“Brera Holdings”, “Brera” or the “Company”) (Nasdaq: BREA) announced that its wholly-owned subsidiary Brera Milano S.r.l. (“Brera Milano”) has signed an exclusive Letter of Intent (the “LOI”) with Mongolia’s Bayanzurkh Sporting Ilch FC (“Bayanzurkh FC”) to acquire the club before the resumption of the football season in March 2024 after the winter break.

Bayanzurkh FC, located in Mongolia’s capital Ulaanbaatar, was founded in 2020 and was recently promoted to the Mongolian National Premier League, the top-tier professional football league of Mongolia. Brera Milano intends to manage Bayanzurkh FC’s sports activities through the transformation of the club from a sports association into a limited liability company. The LOI is subject to rebranding the club with “Brera” in its name before the resumption of the football season in March 2024. The LOI was signed by Mr. Alessandro Aleotti, Chairman of Brera FC and a Director of Brera Holdings, and Mr. Chinsanaa Jargalsaikhan, Chairman of Bayanzurkh FC.

Mr. Alessandro Aleotti, Chairman of Brera FC and Mr. Chinsanaa Jargalsaikhan, Chairman of Bayanzurkh FC

The acquisition, when finalized, will bring the Brera brand to Asia, adding a third continent to its currently top-ranked Brera teams in Europe and Africa. Brera Strumica in the North Macedonian First Division and Brera Tchumene in Mozambique’s Second Division are both leading the standings in their respective leagues. In addition to Mongolia, Brera is exploring new opportunities in the Americas, potentially bringing Brera Holdings’ unique Nasdaq-listed multi-club ownership (“MCO”) model to an even broader global audience of investors and fans.

“We are deeply committed to Brera as a global brand,” said Brera Holdings Chief Executive Officer, Pierre Galoppi. “And we think we can bring Italian-inspired football culture to other countries and continents to fully develop the potential of these clubs while we pursue our international vision,” Mr. Galoppi continued. “We firmly believe that our MCO model offers fans the opportunity to take ownership in the clubs they are passionate about, a privilege typically accessible only to the exceptionally wealthy,” Mr. Galoppi concluded.

ABOUT BRERA HOLDINGS PLC

Brera Holdings PLC (Nasdaq: BREA) is focused on expanding its social impact football (American soccer) business by developing a global portfolio of emerging football and other sports clubs with increased opportunities to earn tournament prizes, gain sponsorships, and provide other professional football- and sports-related consulting services. The Company seeks to build on the legacy and brand of Brera FC, the first football club that was acquired by the Company in 2022. Brera FC, known as “The Third Team of Milan,” is an amateur football association which has been building an alternative football legacy since its founding in 2000. In March 2023, the Company expanded to Africa with the establishment of Brera Tchumene, a team admitted to the Second Division League in Mozambique, a country of nearly 32 million people. In April 2023, the Company acquired 90% of the European first division football team Fudbalski Klub Akademija Pandev in North Macedonia, a country with participation rights in two major Union of European Football Association (“UEFA”) competitions. On July 31, 2023, the Company completed the acquisition of a majority ownership in the Italian Serie A1 women’s professional volleyball team UYBA Volley S.s.d.a.r.l. The Company is focused on bottom-up value creation from undervalued sports clubs and talent, innovation-powered business growth, and socially-impactful outcomes.

See www.breraholdings.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to a number of factors, including without limitation, the Company’s ability to continue as a going concern, the popularity and/or competitive success of the Company’s acquired football and other sports teams, the Company’s ability to attract players and staff for acquired clubs, unsuccessful acquisitions or other strategic transactions, the possibility of a decline in the popularity of football or other sports, the Company’s ability to expand its fanbase, sponsors and commercial partners, general economic conditions, and other risk factors detailed in the Company’s filings with the SEC. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any responsibility to update such forward-looking statements except in accordance with applicable law.

CONTACT INFORMATION:

FOR MEDIA AND INVESTOR RELATIONS

Pierre Galoppi, Chief Executive Officer
Brera Holdings PLC
pierre@breraholdings.com