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 February, 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 ☐
On February 26, 2024, Brera Holdings PLC, a public limited company incorporated in the Republic of Ireland (the “Company”), formed an advisory board (the “Advisory Board”) and entered into an advisor agreement (the “Advisor Agreement”) with each of Alan Rothenberg, Paul Tosetti, Giuseppe Rossi, and Marshall Geller.
On February 29, 2024, the Company entered into an Advisor Agreement with Massimo Ferragamo.
The form of Advisor Agreement is filed as Exhibit 1.1 to this report on Form 6-K, and this description of the Advisor Agreement is qualified in its entirety by reference to such exhibit.
On February 27, 2024, the Company issued a press release announcing the Advisory Board. A copy of this press release is attached hereto as Exhibit 99.1.
This report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-276870).
| Exhibit No. | Description | |
| 1.1 | Form of Advisor Agreement | |
| 99.1 | Press Release dated February 27, 2024 |
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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: February 29, 2024 | BRERA HOLDINGS PLC | |
| By: | /s/ Pierre Galoppi | |
| Pierre Galoppi | ||
| Chief Executive Officer | ||
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Exhibit 1.1
Brera Holdings PLC
Connaught House, 5th Floor
One Burlington Road
Dublin D04 C5Y6
Republic of Ireland
____________________
____________________
| Re: | Advisor Agreement |
Dear
We are pleased that you have evaluated the proposition of joining Brera Holdings PLC (the “Company” or “Brera”) as a member of its newly-established Advisory Board. This engagement letter (this “Agreement”) sets forth the terms and conditions pertaining to your retention by us as a consultant and the provision of Services (as defined below) by you to us.
You agree to consult with and advise the Company from time to time, at the Company’s request (the “Services”). These Services shall include: (i) being a member of our Advisory Board and allowing for the public publication of your name and biography and (ii) at least two appearances per year at the Company’s Advisory Board meetings, including one in the U.S. and one in Italy, to propose and discuss agenda items related to strategy and tactics for Brera.
As the only consideration due for your Services, subject to approval by the Company’s Board of Directors (the “Board”), the Company shall grant you 100,000 Class B Common Shares of the Company which trade on the Nasdaq Capital Market under the symbol “BREA” (the “Shares”) pursuant to a separate restricted shares award agreement (the “Award Agreement”) in the form attached hereto. The Shares will be subject to the terms and conditions described in the Award Agreement and shall be immediately vested as of the date of the Award Agreement.
We may provide you with confidential and/or proprietary information, including but not limited to unpublished financial information, product and business plans, or other relevant information, including material non-public information under the SEC’s definition (collectively, “Confidential Information”). You shall hold in confidence and not disclose or, except in performing the Services, use any Confidential Information. However, you shall not be so obligated with respect to information that you can document (i) is or becomes readily publicly available without restriction through no fault of your own, or (ii) that you knew without restriction prior to its disclosure by the Company. Upon termination or as otherwise requested by the Company, you will promptly return to the Company all items and copies containing or embodying Confidential Information. You may, however, disclose Confidential information (i) to your advisors or representatives, on a confidential basis, for the purpose of providing Services, or (ii) as required by law, or a judicial, administrative or regulatory body of competent jurisdiction.
You may terminate this Agreement with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate this Agreement at any time, with or without cause or advance notice.
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This letter, together with your Award Agreement, forms the complete and exclusive statement of your relationship with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written.
If the foregoing is satisfactory to you, please sign and date this letter and return it to me. We look forward to your favorable reply and to a productive and enjoyable work relationship.
Sincerely,
| Daniel J. McClory, Executive Chairman | ||
| Understood and Accepted: | ||
| Date |
Attachment: Restricted Shares Award Agreement
Exhibit 99.1
Brera Holdings Signs All-Star Advisory Board to Lead Soccer World’s First Nasdaq-Listed Multi-Club Ownership Model
MLS Founder and World Cup Director Alan Rothenberg, Sports Business Leaders Paul Tosetti and Marshall Geller, and Football Icon Giuseppe Rossi Named
DUBLIN, Ireland and MILAN, Italy, Feb. 27, 2024 (GLOBE NEWSWIRE) -- Brera Holdings PLC (“Brera Holdings”, “Brera” or the “Company”) (Nasdaq: BREA) is pleased to announce the formation of a top-tier Advisory Board to lead the world’s first publicly-traded multi-club ownership (“MCO”) company in global football (American soccer). Brera’s Director and Compensation Committee Chairman, Chris Gardner, spearheaded the initiative and assembled an all-star team with Alan Rothenberg, Paul Tosetti, Giuseppe Rossi and Marshall Geller now serving as members of Brera’s Advisory Board.
Alan Rothenberg could rightly be referred to as the “father of football (soccer)” in the United States, and is the namesake of the Alan I. Rothenberg Trophy, which was awarded annually to the winner of the MLS Cup from 1996 to 2007. Rothenberg was president of U.S. Soccer, the governing body of American soccer during the 1990s and oversaw both the 1994 FIFA World Cup in the United States and the establishment of Major League Soccer (“MLS”) in 1996. He was chairman of the 1999 Women’s World Cup and instrumental in the awarding of the 2026 FIFA World Cup to the U.S., Canada, and Mexico. Rothenberg is a recipient of the FIFA Order of Merit. In addition to his achievements in soccer, he was responsible for moving the NBA’s San Diego Clippers to Los Angeles, founded Premier Partnerships as a leading sports sponsorship agency with Randy Bernstein before selling it to Playfly Sports, and founded and serves as chairman of Los Angeles-based 1st Century Bank.
Paul Tosetti is described by American Chambers as a “legend” and a “phenomenal lawyer” for his extensive experience representing clients in complex M&A transactions, hostile takeovers, and private equity. He was a partner in the Los Angeles office of Latham & Watkins and Co-Chair of the firm’s Global Mergers & Acquisitions Practice where he worked for Alan Rothenberg in connection with the 1994 World Cup, and where one of his notable former colleagues was Ivan Gazidis, who went on to become CEO of Arsenal F.C. and AC Milan. Tosetti represented Allergan, Inc. in its response to the US$53 billion attempted hostile takeover effort by Valeant Pharmaceuticals (and the associated proxy contest led by Pershing Square and Bill Ackman) and the subsequent sale of Allergan to Actavis plc in a US$73 billion transaction.
Giuseppe Rossi is an American-born soccer star with Italian immigrant parents whose career started at Manchester United where he debuted at 17 years old and scored in his Premiership debut. He later transferred to Spain’s Villarreal FC and became the highest goal scorer in club history after five years with the team scoring 82 goals in 192 games. Rossi went on to play for Fiorentina in Italy’s Serie A for three years and is considered a legend at the club. He finished his career with 143 goals in 397 games played. Rossi also played for the Italian national team, where he was the top scorer in the 2008 Summer Olympics. He retired in 2023 and founded and operates the Giuseppe Rossi Academy and soccer camp in New Jersey, in addition to other businesses.
Marshall Geller is a former Senior Managing Director for Bear, Stearns & Company, with oversight of all operations in Los Angeles, San Francisco, Chicago, Hong Kong and the Far East. He founded private equity fund St. Cloud Capital and is an active investor in growth companies through SCF Investments. Geller was the owner of the trailblazing San Francisco women’s professional basketball team The Pioneers in 1979, long before the WNBA. He also owned an interest in the Chicago Bulls with Jerry Reinsdorf. Never shy about taking calculated risks, Geller presciently hired then-homeless Chris Gardner at Dean Witter Reynolds, who became a successful stockbroker, building his own firm before Will Smith earned an Academy Award nomination for portraying him in the film The Pursuit of Happyness, which grossed nearly half a billion dollar worldwide. Geller has been a member of the board of directors for numerous Nasdaq and New York Stock Exchange listed companies.
“Landing an all-star team to join our Advisory Board is a resounding stamp of approval for Brera’s business model. By leveraging public markets, we’re able to quickly scale and build long-term shareholder value as the world’s first Nasdaq-listed MCO global brand. Further, with our board’s diverse expertise in professional sports we are able to utilize their counsel as we identify, negotiate and close significant material acquisitions,” said Mr. Gardner, Brera’s Director and Compensation Committee Chairman.
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. The Company owns the trademarked FENIX Trophy Tournament, a non-professional pan-European football competition recognized by UEFA, inaugurated in September 2021 and organized by Brera FC. “FENIX” is an acronym for “Friendly European Non-professional Innovative Xenial.” BBC Sport has called the FENIX Trophy “the Champions League for amateurs,” and Brera FC hosted the 2023 finals at Milan’s legendary San Siro Stadium. In October 2022, the Internet Marketing Association at its IMPACT 22 Conference named Brera FC as its award recipient for “Social Impact Through Soccer,” recognizing the Company’s focus at an international level with this distinction.
In March 2023, the Company expanded to Africa with the establishment of Brera Tchumene FC, a team then admitted to the Second Division League in Mozambique, a country of nearly 32 million people. Brera Tchumene FC won its post-season tournament and in November 2023 was promoted to Mocambola, the First Division in Mozambique. 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.
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In June 2023, Brera acquired a strategic stake in Manchester United PLC. In July 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. In September 2023, the Company assumed control of Bayanzurkh Sporting Ilch FC, a team in the Mongolian National Premier League, which will become Brera Ilch FC when the football season resumes in March 2024. In January 2024, the Company announced the launch of a proactive search for an Italian Serie B football club target designed to bring multi-club ownership of the highest tiers of professional sports ownership to mass investors through the Company’s Nasdaq-listed shares. 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
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