[SCHEDULE 13D/A] Brera Holdings PLC SEC Filing

Rhea-AI Filing Summary

XX Settembre Holding has filed Amendment No. 1 to Schedule 13D regarding its ownership in Brera Holdings PLC. The amendment discloses significant changes in ownership structure following a series of transactions involving Juve Stabia football club.

Key transaction details:

• On June 20, 2025, Brera Holdings executed a final closing memorandum to increase its stake in Juve Stabia to 52% of outstanding shares
• Final stake purchase price: €2.25 million (€1.25M cash + €1M in Class B Ordinary Shares)
• Brera issued 1.8 million Class B Ordinary Shares to XX Settembre Holding

XX Settembre Holding now beneficially owns 7.4 million shares representing 41.7% of Brera Holdings, consisting of 4.2M shares with sole voting power and 3.2M shares with shared voting power through Juve Stabia. This amended filing updates the original Schedule 13D filed on January 17, 2025.

Positive

• Brera Holdings increased its ownership stake in Juve Stabia to 52% from 38.46% through a significant acquisition worth EUR2.25M
• The transaction structure demonstrates financial flexibility with mixed payment (EUR1.25M cash + EUR1.8M in shares)
• The deal represents a strategic majority control acquisition, moving from minority to controlling stake

Negative

• The issuance of 1,800,000 new Class B Ordinary Shares represents potential dilution for existing shareholders
• Significant cash outlay of EUR1.75M (EUR500,000 + EUR1.25M) may impact company's liquidity

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

BRERA HOLDINGS PLC

(Name of Issuer)

Class B Ordinary Shares, $0.005 nominal value per share

(Title of Class of Securities)

G13311108

(CUSIP Number)

Andrea Langella
Via Francesco Caracciolo no. 9,
Naples, L6, 80122
39 335 625 0018

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/20/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G13311108

1

Name of reporting person

XX Settembre Holding S.r.l.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,200,000.00
8	Shared Voting Power 3,200,000.00
9	Sole Dispositive Power 4,200,000.00
10	Shared Dispositive Power 3,200,000.00

11

Aggregate amount beneficially owned by each reporting person

7,400,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

41.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

For Box 8, 10, 11 and 13: Reflects 3,200,000 class B ordinary shares, $0.005 nominal value per share ("Class B Ordinary Shares"), of Brera Holdings PLC, an Irish public limited company (the "Issuer"), held directly by S.S. Juve Stabia S.r.l., an Italian limited liability company (societa a responsabilita limitata) ("Juve Stabia"), which the Reporting Person is deemed to beneficially own.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B Ordinary Shares, $0.005 nominal value per share
(b)	Name of Issuer: BRERA HOLDINGS PLC
(c)	Address of Issuer's Principal Executive Offices: Connaught House, 5th Floor, One Burlington Road, Dublin 4, IRELAND , D04 C5Y6.
Item 1 Comment: Explanatory Note: This Amendment No. 1 ("Amendment No. 1") amends the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on January 17, 2025 (the "Original Schedule 13D"). Except as set forth herein, the Original Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows: On June 20, 2025, the Issuer entered into an amendment agreement and final closing memorandum (the "Closing Memorandum") with the Reporting Person, which amended the SPI Agreement, as amended on January 10, 2025, by the Restated SPI Agreement, and on February 11, 2025, by an amendment agreement and third closing memorandum (the "Amendment Agreement"), pursuant to which the Issuer paid the Reporting Person EUR500,000 in cash and acquired additional share capital in Juve Stabia bringing the Issuer's aggregate equity ownership to 38.46% of the issued and outstanding share capital of Juve Stabia. The Closing Memorandum provided that, among other things, the final closing (the "Final Closing") will occur on June 20, 2025, and the final stake purchase price will be EUR2,250,000, of which EUR1,250,000 is to be paid in cash and EUR1,000,000 is to be paid in Class B Ordinary Shares, for a total of 52% of the issued and outstanding share capital of Juve Stabia. As a result, at the Final Closing on June 20, 2025, the Issuer paid the Reporting Person EUR1,250,000 and issued the Reporting Person 1,800,000 Class B Ordinary Shares and acquired additional share capital in Juve Stabia bringing the Issuer's aggregate equity ownership to 52% of the issued and outstanding share capital of Juve Stabia. The foregoing descriptions of the Amendment Agreement and the Closing Memorandum do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment Agreement and the Closing Memorandum attached hereto as Exhibit 3 and Exhibit 4, respectively, and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows: Exhibit 3 Amendment Agreement and Third Closing Memorandum, dated February 11, 2025, by and among Brera Holdings PLC and XX Settembre Holding S.r.l. (incorporated by reference to Exhibit 1.1 to the Issuer's Report on Form 6-K filed on February 13, 2025) Exhibit 4 Amendment Agreement and Final Closing Memorandum, dated June 20, 2025, by and among Brera Holdings PLC and XX Settembre Holding S.r.l. (incorporated by reference to Exhibit 1.1 to the Issuer's Report on Form 6-K filed on June 23, 2025)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

XX Settembre Holding S.r.l.

Signature:	/s/ Andrea Langella
Name/Title:	Andrea Langella/Director
Date:	06/23/2025

FAQ

What is XX Settembre Holding's ownership percentage in BREA as of June 2025?

According to the Schedule 13D/A filing, XX Settembre Holding S.r.l. beneficially owns 7,400,000 Class B Ordinary Shares of BREA, representing 41.7% of the class.

How many BREA shares does XX Settembre Holding have sole voting power over?

XX Settembre Holding has sole voting power over 4,200,000 shares of BREA's Class B Ordinary Shares, as disclosed in the Schedule 13D/A filing from June 2025.

What was the latest transaction between BREA and XX Settembre Holding in June 2025?

On June 20, 2025, BREA completed a Final Closing with XX Settembre Holding where BREA paid EUR1,250,000 in cash and issued 1,800,000 Class B Ordinary Shares to acquire additional stake in Juve Stabia, bringing BREA's ownership in Juve Stabia to 52%.

What was the total value of the final stake purchase price for the Juve Stabia transaction?

The final stake purchase price was EUR2,250,000, consisting of EUR1,250,000 in cash and EUR1,000,000 in Class B Ordinary Shares, for acquiring a total 52% stake in Juve Stabia.

How many BREA shares does XX Settembre Holding have shared voting power over?

XX Settembre Holding has shared voting power over 3,200,000 shares of BREA's Class B Ordinary Shares, which are held directly by S.S. Juve Stabia S.r.l.