[SCHEDULE 13D] Brera Holdings PLC SEC Filing

Rhea-AI Filing Summary

MicroStrategy (NASDAQ: MSTR) filed an 8-K detailing recent at-the-market (ATM) equity sales and the redeployment of proceeds into bitcoin.

• Capital raised (7 – 13 July 2025): 797,008 common shares produced $330.9 million in net proceeds. Preferred ATMs issued 573,976 STRK ($71.1 m net), 444,005 STRF ($55.3 m) and 158,278 STRD ($15.0 m), taking total net proceeds to roughly $472 million.
• Remaining capacity: The common ATM still authorises $17.8 billion; preferred programmes collectively allow a further $26.5 billion, giving the company over $44 billion of issuance "dry powder".
• Bitcoin deployment: Using these proceeds, the company bought 4,225 BTC for $472.5 million at an average price of $111,827. Aggregate holdings now stand at 601,550 BTC, acquired for $42.87 billion (average $71,268).
• Disclosure practice: Management highlights its online dashboard as a Regulation FD-compliant channel for real-time updates on security prices, BTC purchases and key metrics.

The filing emphasises Strategy’s model of financing large bitcoin accumulations via continual equity issuance. While the additional BTC may appeal to crypto-oriented investors and bolsters nominal asset value, common shareholders face dilution and holders of new preferred shares bear high fixed dividends of 8-10%. The strategy materially increases exposure to bitcoin price volatility and related regulatory risk.

Positive

• Raised approximately $472 million across common and preferred ATMs, bolstering near-term liquidity
• Added 4,225 BTC, increasing holdings to 601,550 BTC and reinforcing bitcoin-centric growth thesis
• Retains over $44 billion of remaining ATM capacity, providing substantial future funding flexibility

Negative

• Issuance of 8-10% preferred stock imposes sizeable perpetual dividend obligations
• Common-share dilution from 797,008 new shares may pressure per-share metrics
• Latest BTC tranche purchased at $111,827, well above historical average, increasing downside risk
• Balance-sheet concentration in bitcoin elevates volatility and regulatory exposure

Insights

Senior Financial Analyst

TL;DR – $472 m raised, 4,225 BTC added; dilution and 8-10% preferred costs temper upside.

The ATM update is meaningful: a half-billion-dollar capital raise in one week confirms Management’s ability to tap equity markets quickly. Converting those proceeds directly into BTC pushes the treasury position past 600 k coins, reinforcing the thesis that MicroStrategy is effectively a leveraged bitcoin proxy. Remaining issuance authority above $44 bn offers enormous optionality for further BTC accumulation or debt retirement. However, the funding mix is costly: 8-10% perpetual preferred dividends are high in any rate environment and common-share dilution will pressure per-share metrics over time. The average purchase price of the latest tranche exceeds $111 k, raising the break-even level for incremental buys versus the historical $71 k basis. Overall impact is mixed but noteworthy for investors tracking BTC exposure.

Portfolio Risk Manager

TL;DR – Filing heightens balance-sheet concentration risk; financing flexibility mitigates liquidity stress.

MicroStrategy’s accelerated issuance identifies ample market appetite, but the company is layering significant perpetual obligations atop an already BTC-centric balance sheet. Preferred stock at 8-10% locks in high fixed payments, leaving cash-flow coverage dependent on bitcoin appreciation or additional capital raises—both inherently volatile. The 4,225 BTC buy increases single-asset exposure to an unprecedented 601,550 BTC. Should prices retrench, equity value could deteriorate quickly, particularly with dividend drains. Conversely, if bitcoin’s bull cycle persists, the leverage effect could be highly accretive. From a risk perspective, the disclosure is impactful and tilts toward elevated volatility rather than immediate solvency concerns.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BRERA HOLDINGS PLC

(Name of Issuer)

Class B Ordinary Shares, $0.005 nominal value per share

(Title of Class of Securities)

G13311108

(CUSIP Number)

Guy Pinchas Hirsch
1309 Coffeen Avenue,, STE 835,
Sheridan, WY, 82801
415-335-9941

(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

Guy Pinchas Hirsch

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)

PF

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 162,965.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 162,965.00

11

Aggregate amount beneficially owned by each reporting person

162,965.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

All share amounts shown in this schedule have been adjusted to reflect the Issuer's reverse share split.

SCHEDULE 13D

CUSIP No. G13311108

1

Name of reporting person

Ron Sade

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)

PF

5

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

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 162,965.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 162,965.00

11

Aggregate amount beneficially owned by each reporting person

162,965.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

All share amounts shown in this schedule have been adjusted to reflect the Issuer's reverse share split.

SCHEDULE 13D

CUSIP No. G13311108

1

Name of reporting person

Stanislav Oskin

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)

PF

5

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

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 162,965.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 162,965.00

11

Aggregate amount beneficially owned by each reporting person

162,965.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

All share amounts shown in this schedule have been adjusted to reflect the Issuer's reverse share split.

SCHEDULE 13D

CUSIP No. G13311108

1

Name of reporting person

Adam Ben Haklili

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)

PF

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 162,965.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 162,965.00

11

Aggregate amount beneficially owned by each reporting person

162,965.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

All share amounts shown in this schedule have been adjusted to reflect the Issuer's reverse share split.

SCHEDULE 13D

CUSIP No. G13311108

1

Name of reporting person

Keren Kalima Maimon

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)

PF

5

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

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 162,965.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 162,965.00

11

Aggregate amount beneficially owned by each reporting person

162,965.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

All share amounts shown in this schedule have been adjusted to reflect the Issuer's reverse share split.

SCHEDULE 13D

CUSIP No. G13311108

1

Name of reporting person

Alyazi Saeed Ahmad Alkhattal Almheiri

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)

PF

5

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

6

Citizenship or place of organization

UNITED ARAB EMIRATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 162,965.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 162,965.00

11

Aggregate amount beneficially owned by each reporting person

162,965.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

All share amounts shown in this schedule have been adjusted to reflect the Issuer's reverse share split.

SCHEDULE 13D

CUSIP No. G13311108

1

Name of reporting person

Tariq Salem Ebraheem Alsaman Alnuaimi

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)

PF

5

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

6

Citizenship or place of organization

UNITED ARAB EMIRATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 162,965.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 162,965.00

11

Aggregate amount beneficially owned by each reporting person

162,965.00

12

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

13

Percent of class represented by amount in Row (11)

6.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

All share amounts shown in this schedule have been adjusted to reflect the Issuer's reverse share split.

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: This Schedule 13D relates to the Class B Ordinary Shares of the Issuer. The Issuer has its principal executive offices at Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6, Ireland.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed by Mr. Guy Pinchas Hirsch, Mr. Ron Sade, Mr. Stanislav Oskin, Mr. Adam Ben Haklili, Ms. Keren Kalima Maimon, Ms. Alyazi Saeed Ahmad Alkhattal Almheiri and Mr. Tariq Salem Ebraheem Alsaman Alnuaimi (each a "Reporting Person" and, collectively, the "Reporting Persons").
(b)	Mr. Hirsch's business address is 1309 Coffeen Avenue, STE 835, Sheridan, Wyoming 82801. Mr. Sade's business address is Tiara residences, Ruby, Palm Jumeirah, Dubai, UAE. Mr. Oskin's business address is Office 2002, 20th Floor Creative Tower Fujairah U.A.E. Mr. Haklili's business address is 8 The Green, STE B, Dover, DE 19901. Ms. Maimon's business address is Sky Tower, Floor 31, Office number 3104. Ms. Almheiri's business address is Sky Tower, Floor 31, Office number 3104. Mr. Alnuaimi's business address is Sky Tower, Floor 31, Office number 3104.
(c)	The principal occupation of Mr. Hirsch is VP at Payward Inc. The principal occupation of Mr. Sade is Partner at TLVD LTD, Dubai UAE. The principal occupation of Mr. Oskin is CEO of Metaverse Tech FZ LLC. The principal occupation of Mr. Haklili is Managing Partner at WWVentures. The principal occupation of Ms. Maimon is an investor. The principal occupation of Ms. Almheiri is an investor. The principal occupation of Mr. Alnuaimi is as an investor.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial administrative body of competent jurisdiction or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Hirsch is a citizen of the United States and Israel. Mr. Sade is a citizen of Israel. Mr. Oskin is a citizen of Israel. Mr. Haklili is a citizen of Israel and the United States. Ms. Maimon is a citizen of Israel. Ms. Almheiri is a citizen of the United Arab Emirates. Mr. Alnuaimi is a citizen of the United Arab Emirates.
Item 3.	Source and Amount of Funds or Other Consideration
	In connection with the Transaction, Mr. Hirsch acquired 21,165 Class B Ordinary Shares from the issuer for an aggregate purchase price of $142,858.35; Mr. Sade acquired 21,164 Class B Ordinary Shares from the issuer for an aggregate purchase price of $142,857.00; Mr. Oskin acquired 21,164 Class B Ordinary Shares from the issuer for an aggregate purchase price of $142,857.00; Mr. Haklili acquired 14,815 Class B Ordinary Shares from the issuer for an aggregate purchase price of $100,000.58; Ms. Maimon acquired 21,164 Class B Ordinary Shares from the issuer for an aggregate purchase price of $142,857.00; Ms. Almheiri acquired 21,164 Class B Ordinary Shares from the issuer for an aggregate purchase price of $142,857.00; and Mr. Alnuaimi acquired 42,329 Class B Ordinary Shares from the issuer for an aggregate purchase price of $285,716.03. The source of funds required for the Transaction consist of cash contributions from the individuals. All share amounts shown in this schedule have been adjusted to reflect the Issuer's reverse share split.
Item 4.	Purpose of Transaction
	The information set forth or incorporated in Item 3 and Item 6 is hereby incorporated by reference in its entirety into this Item 4. The Reporting Persons have and continue to engage in discussions, including with the Issuer and its affiliates, to acquire additional equity securities of the Issuer, including Class A Ordinary Shares and Class B Ordinary Shares, in connection with a crypto treasury strategy overlay to the existing business. As part of such discussions, Reporting Persons have and continue to discuss the right to designate a person to the Issuer's board of directors as well as certain proposals with respect to the Issuer's business. Other than as described in this Item 4, none of the Reporting Persons presently has any additional plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, but depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect their investment in the Issuer at any time.
Item 5.	Interest in Securities of the Issuer
(a)	On the date of this Schedule 13D, the Reporting Persons may be deemed to beneficially own, in the aggregate, 162,965 shares of Class B Ordinary Shares, which is approximately 6.7% of the Ordinary Shares outstanding.
(b)	The information contained on the cover pages to this Schedule 13D are incorporated by reference into this Item 5.
(c)	Except the information set forth in this Schedule 13D, no transactions in any of the Ordinary Shares have been effected by the Reporting Persons during the past sixty days.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth or incorporated in Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	1* Joint Filing Agreement, dated July 14, 2025, by and among the Reporting Persons. * Filed herewith.

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.

Guy Pinchas Hirsch

Signature:	/s/ Guy Pinchas Hirsch
Name/Title:	Guy Pinchas Hirsch
Date:	07/14/2025

Ron Sade

Signature:	/s/ Ron Sade
Name/Title:	Ron Sade
Date:	07/14/2025

Stanislav Oskin

Signature:	/s/ Stanislav Oskin
Name/Title:	Stanislav Oskin
Date:	07/14/2025

Adam Ben Haklili

Signature:	/s/ Adam Ben Haklili
Name/Title:	Adam Ben Haklili
Date:	07/14/2025

Keren Kalima Maimon

Signature:	/s/ Keren Kalima Maimon
Name/Title:	Keren Kalima Maimon
Date:	07/14/2025

Alyazi Saeed Ahmad Alkhattal Almheiri

Signature:	/s/ Alyazi Saeed Ahmad Alkhattal Almheiri
Name/Title:	Alyazi Saeed Ahmad Alkhattal Almheiri
Date:	07/14/2025

Tariq Salem Ebraheem Alsaman Alnuaimi

Signature:	/s/ Tariq Salem Ebraheem Alsaman Alnuaimi
Name/Title:	Tariq Salem Ebraheem Alsaman Alnuaimi
Date:	07/14/2025

FAQ

How much capital did MicroStrategy (MSTR) raise through its ATMs this period?

The company generated about $472 million in net proceeds between 7 – 13 July 2025.

What were the terms of the preferred stock issued (STRK, STRF, STRD)?

They are perpetual Series A preferred shares with 8.00% (STRK) and 10.00% (STRF & STRD) dividend rates, $0.001 par value.

How many bitcoin does MicroStrategy now hold?

Holdings total 601,550 BTC acquired for $42.87 billion, averaging $71,268 per coin.

What was the average price paid for the latest 4,225 BTC purchase?

The average purchase price was $111,827 per bitcoin, inclusive of fees.

How much issuance capacity remains under the company’s ATM programs?

Approximately $44.3 billion remains—$17.8 bn for common shares and about $26.5 bn across preferred series.

Where can investors find ongoing updates from MicroStrategy?

Management posts real-time information on its website’s Strategy Dashboard, cited as a Regulation FD channel.