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 June, 2025.
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 Amendment
Agreement and Final Closing Memorandum
On June 20, 2025, Brera Holdings PLC, a public
limited company incorporated in the Republic of Ireland (the “Company”), entered into an amendment agreement and final closing
memorandum (the “Closing Memorandum”) with XX Settembre Holding S.r.l., an Italian limited liability company (“XX Settembre”),
which amended the sale and purchase and investment agreement, dated December 31, 2024 (the “SPA”), as amended on January 10,
2025 and February 11, 2025 (the “Prior Amendments”), relating to the acquisition of the Italian Serie B football club named
Juve Stabia (the “Club”), by the Company, from the Club’s owner and manager, S.S. Juve Stabia S.r.l., an Italian limited
liability company (“Juve Stabia”), whose majority shareholder was XX Settembre. The SPA and Prior Amendments were previously
disclosed in reports on Form 6-K filed on January 7, 2025, January 10, 2025, and February 13, 2025.
Pursuant to the Closing Memorandum, among other things,
(i) the final closing (the “Final Closing”) date was modified from March 31, 2025 to June 20, 2025, (ii) the final stake purchase
price was modified from €1,000,000, of which €500,000 was to be paid in cash and €500,000 was to be paid in Class B Ordinary
Shares, $0.005 nominal value per share, of the Company (“Class B Ordinary Shares”), to €2,250,000, of which €1,250,000
was to be paid in cash and €1,000,000 was to be paid in Class B Ordinary Shares, (iii) the Company’s acquisition of the issued
and outstanding share capital of Juve Stabia (the “Share Capital”) was modified from a total of 51.73% of the Share Capital
to a total of 52% of the Share Capital, and (iv) the final share capital increase of Juve Stabia (the “Final Share Capital Increase”)
was modified from €1,500,000, of which €3,000 to share capital and €1,497,000 to share premium, to €251,778, of which
€1,000 to share capital and €250,778 to share premium. The Company paid the Final Share Capital Increase on June 13, 2025.
Furthermore, the Closing Memorandum removed the bonus
payments of (i) €500,000 in Class B Ordinary Shares payable to XX Settembre if the Club accessed the promotion playoffs to Serie
A in the 2024-25 season and (ii) €5,000,000 in Class B Ordinary Shares payable to XX Settembre if the Club was promoted to Serie
A at the conclusion of the 2024-25 season.
As a result, at the Final Closing on June 20,
2025, the Company paid XX Settembre €1,250,000 in cash, issued 1,800,000 Class B Ordinary Shares to XX Settembre, and acquired additional
Share Capital in Juve Stabia bringing the Company’s aggregate equity ownership to 52% of the Share Capital.
The Closing Memorandum
contains customary covenants including those as to due diligence and representations and warranties of the Company and XX Settembre.
The Closing Memorandum is filed as Exhibit 1.1
to this report on Form 6-K, and this description of the Closing Memorandum is qualified in its entirety by reference to such exhibit.
Issuance of Press
Release
On June 23, 2025, the
Company issued a press release announcing the Final Closing. A copy of this press release is attached hereto as Exhibit 99.1.
| Exhibit No. |
|
Description |
| 1.1 |
|
Amendment Agreement and Final Closing Memorandum, dated June 20, 2025, by and among Brera Holdings PLC and XX Settembre Holding S.r.l. |
| 99.1 |
|
Press Release dated June 23, 2025 |
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: June 23, 2025 |
BRERA HOLDINGS PLC |
| |
|
|
| |
By: |
/s/ Pietro Bersani |
| |
Pietro Bersani |
| |
Chief Executive Officer and Chief Financial Officer |
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