[6-K] Brera Holdings PLC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Brera Holdings PLC (BREA) regains Nasdaq compliance.

Nasdaq’s Listing Qualifications Department notified the company on 11 July 2025 that its Class B Ordinary Shares now satisfy Listing Rule 5550(a)(2) after closing at or above US $1.00 for ten consecutive business days from 26 June to 10 July 2025. The prior deficiency notice, issued on 16 July 2024, is therefore closed and the immediate threat of delisting from the Nasdaq Capital Market has been removed.

The Form 6-K includes two exhibits: (i) the official Nasdaq notice (Exhibit 99.1) and (ii) a company press release dated 14 July 2025 announcing the compliance (Exhibit 99.2). No additional financial results or operational updates are provided in this filing.

Positive

• Regained compliance with Nasdaq Listing Rule 5550(a)(2), eliminating immediate delisting threat and preserving exchange liquidity.

Negative

• Compliance achieved at the minimum $1.00 threshold; filing lacks financial data to assess durability of share-price support.

Insights

Financial Analyst

TL;DR: Compliance restored, delisting risk lifted, improves liquidity confidence.

Restoring compliance with Nasdaq’s $1.00 bid price threshold keeps Brera shares tradable on a major exchange, preserving liquidity, reputation, and index eligibility. While purely administrative, the step averts potential forced migration to an over-the-counter venue that could have restricted capital access. Investors should note the filing offers no financial metrics, so the sustainability of the higher share price cannot be gauged here.

Corporate Governance Expert

TL;DR: Governance milestone met; compliance status now clean.

The company has rectified a key listing deficiency within the required timeframe, demonstrating responsiveness to exchange regulations and reducing governance risk perceptions. Filing the Nasdaq notice and press release as exhibits ensures transparent disclosure. However, the margin of compliance is narrow, resting on the minimum $1.00 bid, so continued board oversight of share-price-sensitive actions remains essential.

 

 

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 July, 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 x        Form 40-F o

 

 

 

 

 

 

Nasdaq Compliance  

 

On July 11, 2025, the staff of the Nasdaq Listing Qualifications Department (“Staff”) notified Brera Holdings PLC (the “Company”) that the Company regained compliance with Nasdaq Listing Rule 5550(a)(2) (this regained compliance, “Listing Rule Compliance,” and letter for such notification, “Nasdaq Notice”). For the ten consecutive business days between June 26, 2025 to July 10, 2025, the closing bid price of the Company’s Class B Ordinary Shares was $1.00 per share or greater. Previously, on July 16, 2024, the Staff had notified the Company that its Class B Ordinary Shares failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days, as required by the Listing Rules of The Nasdaq Stock Market. A copy of the Nasdaq Notice is attached as Exhibit 99.1 to this Form 6-K (“Form 6-K”).

 

On July 14, 2025, the Company issued a press release announcing its Listing Rule Compliance. A copy of the press release is attached as Exhibit 99.2 to this Form 6-K.

 

Exhibit No.	 	Description
99.1	 	Nasdaq Notice dated July 11, 2025
99.2	 	Press Release dated July 14, 2025

 

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: July 14, 2025	BRERA HOLDINGS PLC
 	 	 
 	By:	/s/ Pietro Bersani
 		Pietro Bersani
 		Chief Executive Officer and Chief Financial Officer

 

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FAQ

Why did Brera Holdings (BREA) file this Form 6-K?

To disclose that it has regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the $1.00 minimum bid price.

What Nasdaq rule is referenced in the filing?

Listing Rule 5550(a)(2), which requires a minimum bid price of US $1.00 for listed securities.

How long did BREA's share price stay above $1.00 to regain compliance?

For ten consecutive business days from 26 June to 10 July 2025.

When was the original non-compliance notice issued?

On 16 July 2024.

What exhibits accompany the Form 6-K?

Exhibit 99.1 is the Nasdaq notice dated 11 July 2025; Exhibit 99.2 is the press release dated 14 July 2025.

Does the filing include any earnings or financial results?

No, the Form 6-K solely addresses Nasdaq compliance and contains no earnings data.

What is the impact of regaining compliance for investors?

It removes the near-term delisting risk, maintaining trading liquidity on the Nasdaq Capital Market.