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 January and February 2023
Commission File Number: 001-41606
BRERA HOLDING PLC
(Exact name of registrant as specified in its charter)
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
(Address of principal executive offices)
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Entry into a Letter
of Intent
On February 13, 2023, Brera
Holdings PLC, a public company limited by shares incorporated in the Republic of Ireland (the “Company”), entered into a binding
letter of intent (the “Letter of Intent”) with Fudbalski Klub Akademija Pandev, an entity organized under the laws of North
Macedonia (“FKAP”), and its sole equity holder, Goran Pandev (the “FKAP Owner”), relating to the acquisition of
FKAP by the Company or Brera Milano srl, an Italian limited liability company (società a responsabilità limitata) and wholly-owned
subsidiary of the Company (“Brera Milano”).
Pursuant to the Letter of
Intent, the Company, FKAP and the FKAP Owner will enter into a securities purchase agreement and other documents or agreements (the “Definitive
Agreements”) that will be consistent with the Letter of Intent and will describe the terms upon which the Company will acquire from
the FKAP Owner a number of shares of the issued and outstanding capital stock or other equity interests of FKAP constituting 90% of the
outstanding equity of FKAP after such acquisition. The Company will pay the FKAP Owner €600,000 on the date that the parties enter
into the Definitive Agreements. Additionally, for a period of ten years beginning with December 31, 2023, and following each year thereafter
until December 31, 2033, the Company shall issue to the FKAP Owner a number of restricted Class B Ordinary Shares, nominal value $0.005
per share (the “Class B Ordinary Shares”), of the Company equal to the quotient of the Applicable Net Income Amount (as defined
below) divided by the VWAP Per Share (as defined below). For purposes of the Letter of Intent, the “Applicable Net Income Amount”
shall be equal to the sum of (i) 15% of the net income actually received by FKAP from players’ transfer market fees received during
the applicable year; plus (ii) 15% of the net income actually received by FKAP from Union of European Football Associations prize money
paid for access to European qualifying rounds (not including group stages, and only including such rounds) during the applicable year;
and “VWAP Per Share” means the average of the daily Volume-Weighted Average Price per share of the Class B Ordinary Shares
for each of the ten consecutive trading days beginning on the trading day immediately prior to the measurement date.
The Letter of Intent will
automatically terminate, and be of no further force and effect except as provided, upon the earlier of (i) execution of the Definitive
Agreements, (ii) mutual agreement between the Company and the FKAP Owner, or (iii) at least ten days’ written notice of termination
from one party to the other which may occur no sooner than March 31, 2023.
The Letter of Intent
contains customary covenants including as to due diligence, exclusivity, and expenses.
The Letter of Intent is filed as Exhibit 1.1 to
this report on Form 6-K, and this description of the Letter of Intent is qualified in its entirety by reference to such exhibit.
Other Events
On January 27, 2023,
the Company issued a press release announcing that its shares commenced trading on The Nasdaq Stock Market LLC (“Nasdaq”).
On February 8, 2023, the Company issued a press release announcing that it will ring the closing bell of Nasdaq on February 9, 2023, to
commemorate the Company’s recent initial public offering. On February 13, 2023, the Company issued a press release announcing the
Nasdaq closing bell ceremony on February 9, 2023. On February 15, 2023, the Company issued a press release announcing the Letter of Intent.
Copies of these press releases are attached hereto as Exhibits 99.1, 99.2, 99.3, and 99.4 respectively.
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 15, 2023 |
BRERA HOLDINGS PLC |
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By: |
/s/ Sergio Carlo Scalpelli |
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Sergio Carlo Scalpelli |
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Chief Executive Officer |
2
Exhibit 1.1
LETTER OF INTENT
Acquisition of Fudbalski Klub Akademija Pandev
This Letter of Intent (the “LOI”)
sets forth the terms and conditions for the acquisition by Brera Holdings PLC, an Irish public limited company or its Italian subsidiary
Brera Milano srl (collectively, “Purchaser”) from the undersigned stockholders (each a “Stockholder” and, collectively,
the “Stockholders”) of 100% of the capital stock or other equity securities of Fudbalski Klub Akademija Pandev (the “Company”),
an entity organized under the laws of North Macedonia. This LOI shall be binding on the parties hereto to the extent set forth herein,
and represents an offer from the parties hereto and their respective affiliated entities to enter into an agreement effecting the transactions
contemplated herein. The terms and conditions of this Term Sheet are subject in all respects to Purchaser’s satisfactory commercial
and legal due diligence and the execution by the parties hereto or their authorized representatives or assignees of a sale and purchase
agreement and any other documents or agreements necessary to effect the transactions contemplated hereby.
| Structure: |
The parties will enter into a securities
purchase agreement and other documents or definitive agreements necessary to effect the transactions contemplated hereby (the “Definitive
Agreements”) that will be consistent with this LOI and will describe the terms upon which the Purchaser will acquire from the Stockholders
a number of shares of the issued and outstanding capital stock or other equity interests of the Company constituting ninety percent (90%)
of the outstanding equity of the Company after such acquisition (the “Shares”). Such transaction is referred to herein as
the “Transaction.”
On the date that the Parties enter
into the Definitive Agreements they will also consummate the purchase and sale of the Shares. Such date is referred to as the “Closing
Date”.
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| Purchase Price: |
Purchaser will pay Stockholder an amount in cash and in immediately available funds at the Closing of €600,000, which is the aggregate purchase price for the Shares. |
| Success Fees: |
For a period of ten years, beginning with December 31, 2023 and following each year thereafter until December 31, 2033, the Purchaser shall issue to the Stockholders a number of restricted class B ordinary shares of the Purchaser equal to the quotient of the Applicable Net Income Amount divided by the VWAP Per Share. For purposes of this LOI, the “Applicable Net Income Amount” shall be equal to the sum of (i) fifteen percent (15%) of the net income actually received by the Company from player’s transfer market fees received during the applicable year; plus (ii) fifteen percent (15%) of the net income actually received by the Company from UEFA prize money paid for access to European qualifying rounds (not the group stages, only the rounds) during the applicable year; and “VWAP Per Share” means the average of the daily Volume-Weighted Average Price per share of the class B ordinary shares for each of the ten (10) consecutive trading days beginning on the trading day immediately prior to the measurement date. |
| Representations, Warranties, and Covenants |
The Stockholders will make customary representations and warranties to the Purchaser regarding the ownership of the Shares and regarding the business and operations of the Company, including, without limitation, representations and warranties regarding Organization, Good Standing, No Conflicts with Laws, Constituent Instruments or Agreements, Authorization, Consents or Approvals, Financial Statements, Tax Returns, Litigation, Accuracy of Information Provided to Purchaser, Licenses, Compliance with Laws, Material Liability, Ownership of Assets and Liens, Absence of Liabilities and the representations and warranties will survive the Closing. The Definitive Agreement will also contain customary covenants and indemnities from the Stockholders. |
| No Liabilities or Debt |
At the Closing, the Company will not have any material liabilities or indebtedness. If any liabilities or indebtedness exist as of the Closing Date, then the Purchase Price will first be used to repay such liabilities or indebtedness with the balance being paid to the Stockholders. |
| Due Diligence |
From and after the date of this LOI, the Stockholders will authorize the Company’s management to allow the Purchaser and its advisors full access during normal business hours to the Company’s facilities, records, key employees, and advisors for the purpose of completing Purchaser’s due diligence review and commencing an audit of the financial statements of Company or the preparation of a quality of earnings report. The due diligence investigation will include, but is not limited to, a complete review of the Company’s financial, legal, tax, environmental, intellectual property, and labor records and agreements, and any other matters as Purchaser’s accountants, tax and legal counsel, and other advisors deem relevant. |
| Definitive Agreements |
In addition to the provisions specifically described herein, the Definitive Agreements relating to the Transaction will contain standard representations, warranties, survival periods, indemnification, limits on indemnification, covenants, termination rights, and other provisions appropriate for a Transaction of the type contemplated herein. |
| Exclusivity |
In consideration of the expenses that Purchaser has incurred and will incur in connection with the proposed Transaction, the Stockholders agree that until such time as this LOI has terminated in accordance with the provisions of the Termination section (such period, the “Exclusivity Period”), neither the Company or any of its representatives, officers, employees, directors, agents, Stockholders, subsidiaries, or affiliates nor (the Stockholders collectively with the Company and all such persons and entities, the “Stockholder Group”) shall initiate, solicit, entertain, negotiate, accept, or discuss, directly or indirectly, any proposal or offer from any person or group of persons other than the Purchaser and its Affiliates (an “Acquisition Proposal”) to acquire all or any significant part of the business and properties, capital stock, or capital stock equivalents of the Company, whether by merger, purchase of stock, purchase of assets, tender offer, or otherwise, or provide any non-public information to any third party in connection with an Acquisition Proposal or enter into any agreement, arrangement, or understanding requiring it to abandon, terminate, or fail to consummate the Transaction with Purchaser. Stockholders agree to immediately notify Purchaser if any member of the Stockholder Group receives any indications of interest, requests for information, or offers in respect of an Acquisition Proposal, and will communicate to Purchaser in reasonable detail the terms of any such indication, request, or offer and will provide Purchaser with copies of all written communications relating to any such indication, request, or offer. Immediately upon execution of this LOI, the Stockholders shall, and shall cause the Stockholder Group to, terminate any and all existing discussions or negotiations with any person or group of persons other than Purchaser and its affiliates regarding an Acquisition Proposal. The Stockholders represent that no member of the Stockholder Group is party to or bound by any agreement with respect to an Acquisition Proposal other than under this LOI. This LOI supersedes the non-binding Term Sheet entered into by the Parties on November 27, 2022. |
| Expenses |
Each Party shall bear its own expenses in connection with the Transaction. |
| No Binding Agreement |
After execution by all parties, this LOI will automatically terminate and be of no further force and effect upon the earlier of (a) execution of the Definitive Agreement by Purchaser and Stockholders (and the Company, if required), (b) mutual agreement of Purchaser and the Stockholders, and (c) upon at least ten (10) days written notice of termination from one party to the other which may occur no sooner than March 31, 2023. Notwithstanding anything in the previous sentence, this section of the LOI and the sections entitled “Exclusivity,” “Third-Party Beneficiaries,” “Expenses” and “Governing Law” are binding and enforceable sections of this LOI and shall survive the termination of this LOI and the termination of this LOI shall not affect any rights any Party has with respect to the breach of this LOI by another Party prior to such termination. |
| Governing Law |
THIS LOI SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THOSE OF THE STATE OF NEW YORK. |
| Miscellaneous |
This LOI may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement. The headings of the various sections of this LOI have been inserted for reference only and shall not be deemed to be a part of this LOI. |
| Third Party Beneficiaries |
Except as specifically set forth or referred to herein, nothing herein is intended or shall be construed to confer upon any person or entity other than the Parties and their successors or assigns, any rights or remedies under or by reason of this LOI. |
If you are in agreement with the terms set forth above and desire to
proceed with the proposed Transaction on that basis, please sign this LOI in the space provided below.
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Fudbalski Klub Akademija Pandev |
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By |
/s/ Goran Pandev |
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Name: |
Goran Pandev |
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Title: |
Authorized Representative |
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Stockholders: |
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/s/ Goran Pandev |
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Name: Goran Pandev |
| Accepted and agreed: |
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| Brera Holdings PLC |
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| By |
/s/ Sergio Scalpelli |
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| Name: |
Sergio Scalpelli |
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| Title: |
CEO |
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4
Exhibit 99.1
Brera Holdings PLC IPO Shares
Now Trading on Nasdaq as “BREA”
NEW YORK, DUBLIN and
MILAN – (GlobeNewsWire) – January 27, 2023 – Brera Holdings PLC (“Brera Holdings” or the “Company”)
is pleased to announce that its shares commenced trading today on The Nasdaq Capital Market under the ticker symbol “BREA.”
The Company previously announced the pricing of its initial public offering of 1,500,000 Class B Ordinary Shares at a price to the public
of $5.00 per share for a total of $7,500,000 of gross proceeds to the Company (the “Offering”), before deducting underwriting
discounts, commissions and other Offering expenses. In addition, Brera Holdings has granted the underwriters a 45-day option to purchase
up to an additional 225,000 Class B Ordinary Shares at the public offering price of $5.00 per share, less the underwriting discounts and
commissions, to cover over-allotments, if any.
The Offering is expected to
close on January 31, 2023, subject to the satisfaction of customary closing conditions.
Revere Securities, LLC is
acting as the underwriter for the Offering.
A registration statement on
Form F-1, as amended (File No. 333-268187) relating to these securities was filed with the Securities and Exchange Commission (“SEC”)
and was declared effective on January 26, 2023. The Offering is being made only by means of a prospectus. A copy of the final prospectus
relating to the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. A copy of the final
prospectus relating to the Offering may be obtained, when available, from Revere Securities, LLC by way of emailing requests to contact@reveresecurities.com;
by calling +1 212 688 2350; or by request by standard mail to Revere Securities, LLC, Attention: Equity Capital Markets, 650 5th
Ave, New York, NY 10019 USA.
This press release shall not
constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Brera Holdings PLC
Brera Holdings PLC is an Irish holding company
focused on expanding social impact football (American soccer) by developing a global portfolio of emerging football clubs with increased
opportunities to earn tournament prizes, gain sponsorships, and provide other professional football and 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. 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 is focused on bottom-up value creation from sports clubs and talent outside mainstream markets, 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 certain 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 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, 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 United States Securities and Exchange Commission. 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 the forward-looking statements
in this release, except in accordance with applicable law.
CONTACT INFORMATION:
FOR MEDIA AND INVESTOR RELATIONS
Outside Italy:
Daniel McClory, Executive Chairman
Brera Holdings PLC
dan@breraholdings.com
In Italy:
Sergio Scalpelli, CEO
Brera Holdings PLC
sergio@breraholdings.com
Exhibit 99.2
Brera Holdings PLC to Ring
the Nasdaq Stock Market Closing Bell
at Times Square in New York on February 9, 2023 Celebrating its $7,500,000 IPO
Italian Football
Team Owner’s Shares Trading in the U.S. on Nasdaq: Ticker Symbol “BREA”
NEW YORK, DUBLIN and MILAN – (Globe
News Wire) – February 8, 2023 – Brera Holdings PLC (“Brera Holdings” or the “Company”) (Nasdaq:
BREA), owner of Brera Football Club (“Brera FC” or the “third team of Milan”), announced that its Chief Executive
Officer, Sergio Scalpelli, will ring the closing bell of The Nasdaq Stock Market (“Nasdaq”) on Thursday, February 9, 2023,
at 4:00 p.m. ET to commemorate the Company’s recent $7,500,000 initial public offering (“IPO”) and Nasdaq listing of
its Class B Ordinary Shares. Brera Holdings is an Irish holding company focused on expanding social impact football (American soccer)
by developing a global portfolio of emerging football clubs with increased opportunities to earn tournament prizes, gain sponsorships,
and provide other professional football and related consulting services.
The Nasdaq MarketSite ceremony in iconic Times Square will begin at
approximately 3:20 p.m. ET. View a live stream at https://livestream.com/nasdaq/live.
Mr. Scalpelli stated, “This is a historic
time for the Company, the culmination of over two decades of hard work by our founder, Chief Strategy Officer and director, Alessandro
Aleotti, all the players on our teams over the years, and Brera Holdings’ management and board of directors. We are thrilled to
be ringing the closing bell at Nasdaq following the completion of the IPO and listing. We believe this is only the beginning of Brera
Holdings’ success,” he concluded.
Revere Securities, LLC acted
as the underwriter for the IPO. The IPO was priced on January 26, 2023 and closed on January 31, 2023. The Company’s Class B Ordinary
Shares commenced trading on Nasdaq on January 27, 2023.
Brera Holdings’ presence will also be
promoted on Nasdaq’s social channels:
https://twitter.com/nasdaq
https://instagram.com/nasdaq
https://www.facebook.com/nasdaq
A registration statement on
Form F-1, as amended (File No. 333-268187), relating to the 1,500,000 Class B Ordinary Shares sold in the IPO, was filed with the Securities
and Exchange Commission (“SEC”) and was declared effective on January 26, 2023. The IPO was conducted only by means of a prospectus.
A copy of the final prospectus relating to the IPO has been filed with the SEC and is available on the SEC’s website at www.sec.gov.
A copy of the final prospectus relating to the IPO may also be obtained from Revere Securities, LLC by way of emailing requests to contact@reveresecurities.com;
by calling +1 212 688 2350; or by request by standard mail to Revere Securities, LLC, Attention: Equity Capital Markets, 650 5th
Ave, New York, NY 10019 USA.
This press release shall not
constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Brera Holdings PLC
Brera Holdings PLC is an Irish holding company
focused on expanding social impact football (American soccer) by developing a global portfolio of emerging football clubs with increased
opportunities to earn tournament prizes, gain sponsorships, and provide other professional football and 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. 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 is focused on bottom-up value creation from sports clubs and talent outside mainstream markets, 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 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, 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
Outside Italy:
Daniel McClory, Executive Chairman
Brera Holdings PLC
dan@breraholdings.com
In Italy:
Sergio Scalpelli, CEO
Brera Holdings PLC
sergio@breraholdings.com
Exhibit 99.3
Brera Holdings PLC Celebrates
its $7,500,000 IPO with Nasdaq Closing Bell Ceremony on February 9, 2023 in New York’s Time Square
Italian Football
Team Owner’s Shares Trading in the U.S. on Nasdaq: Ticker Symbol “BREA”
NEW YORK, DUBLIN and
MILAN – (Globe News Wire) – February 13, 2023 – Brera Holdings PLC (“Brera Holdings” or the “Company”)
(Nasdaq: BREA), owner of Brera Football Club (“Brera FC” or the “third team of Milan”), celebrated its recent
IPO when Chief Executive Officer Sergio Scalpelli rang the closing bell of The Nasdaq Stock Market (“Nasdaq”) on Thursday,
February 9, 2023, commemorating the Company’s recent $7,500,000 initial public offering (“IPO”) and listing of its Class
B Ordinary Shares. Brera Holdings is an Irish holding company focused on expanding social impact football (American soccer) by developing
a global portfolio of emerging football clubs with increased opportunities to earn tournament prizes, gain sponsorships, and provide other
professional football and related consulting services.
Mr. Scalpelli was joined
in New York on the Nasdaq MarketSite stage by Brera Holdings’ founder, Chief Strategy Officer and director, Alessandro Aleotti,
along with management, investors, and the Company’s entire Board of Directors, including newly-seated independent directors Chris
Gardner, Goran Pandev, Alberto Libanori, and Pietro Bersani.
Brera Holdings’
Board with Founder Alessandro Aleotti at center right cheers the countdown to Nasdaq’s closing bell
Brera Holdings’
CEO Sergio Scalpelli displays the Brera FC scarf on the Nasdaq tower in New York’s Times Square
Revere Securities, LLC acted
as the underwriter for the IPO, and was well represented at the ceremony, along with legal counsel teams from Bevilacqua PLLC, Carmel,
Milazzo & Feil LLP, Arnold & Porter Kaye Scholer LLP, and the Company’s PCAOB auditor TAAD LLP. The IPO was priced on January
26, 2023 and closed on January 31, 2023. The Company’s Class B Ordinary Shares commenced trading on Nasdaq on January 27, 2023.
Brera Holdings’
closing ceremony was also promoted on Nasdaq’s social channels:
https://twitter.com/nasdaq
https://instagram.com/nasdaq
https://www.facebook.com/nasdaq
This press release shall not
constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Brera Holdings PLC
Brera Holdings PLC is an Irish holding company
focused on expanding social impact football (American soccer) by developing a global portfolio of emerging football clubs with increased
opportunities to earn tournament prizes, gain sponsorships, and provide other professional football and 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. 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 is focused on bottom-up value creation from sports clubs and talent outside mainstream markets, 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 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, 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
Outside Italy:
Daniel McClory, Executive Chairman
Brera Holdings PLC
dan@breraholdings.com
In Italy:
Sergio Scalpelli, CEO
Brera Holdings PLC
sergio@breraholdings.com
Page 3 of 3
Exhibit 99.4
BRERA HOLDINGS PLANS TO ACQUIRE EUROPEAN FIRST-DIVISION
FOOTBALL TEAM AKADEMIJA PANDEV
North Macedonian club to be re-branded as “BRERA”
advanced to qualifier matches of UEFA in 2021 with potential competition
prizes from $3 million to $15 million
DUBLIN, MILAN and STRUMICA, NORTH MACEDONIA
– (Globe News Wire) – February 15, 2023 – Brera Holdings PLC (“Brera Holdings” or the “Company”
Nasdaq: BREA) today announced its first planned acquisition with the signing of a Letter of Intent (the “LOI”) to acquire
the European first division football team Fudbalski Klub Akademija Pandev (“Akademija Pandev”) in North Macedonia, a country
which has the right to participate in the three major UEFA competitions. “This is an example of Brera Holdings implementing its
international strategy to simultaneously pursue expansion and licensing of the Brera FC brand in Eastern Europe,” said BREA CEO
Sergio Scalpelli, who continued, “through the Akademija Pandev acquisition and Brera renaming we intend to enhance the team’s
performance, and ideally prepare players for the professional transfer market and obtain prizes related to participation rights in UEFA.”
In 2021 Akademija Pandev advanced to qualifier matches of UEFA which featured competition
prizes from $3 million to $15 million
Goran Pandev, the founder and owner of Akademija
Pandev, is an independent member of the Board of Directors of Brera Holdings who had a storied career as football player for Inter Milan,
and in 2021 he became the first Macedonian to score 100 goals in one of the top five European football leagues. In August 2022 Brera Holdings’
subsidiary Brera Milano srl entered into a Sponsorship Agreement with Akademija Pandev that allowed the Company to provide consulting
and other football-related services to the team, while receiving visibility, brand awareness and communications exposure in Macedonia
for the Brera FC brand.
“We are extremely pleased to continue working
with Goran Pandev and the club he founded in 2010, and bring the Brera FC brand legacy to Macedonia,” said Alessandro Aleotti, Chief
Strategy Officer for Brera Holdings and founder of Brera FC in Milan over twenty years ago. “We believe these top-division clubs
in smaller countries have lower operational costs, with a significant savings of resources otherwise required to access the large cash
prizes and linked investments,” Aleotti concluded.
“We think that following Brera’s acquisition
of Akademija Pandev we can facilitate the exchange and transfer market of players from other clubs in Africa and South America, especially
in the 18-21 age group,” said CEO Scalpelli. “The club is also eligible to register for major youth tournaments, such as the
Viareggio tournament, in which it will have the opportunity to compete against teams of the same age group as the major international
clubs, and which represent the best showcase for the sale of young players, with many potential transfer market opportunities.”
Although the North Macedonian Football Association’s
rules caps foreign players to eight in league games, an unlimited number of foreign players may be registered to play for each team. As
a candidate for European Union membership since 2005, North Macedonia remains a non-member of the EU and therefore does not currently
require foreign players to hold EU passports.
Brera Holdings expects to enter into definitive
agreements for the acquisition of Akademija Pandev and to close the acquisition within the first half of 2023.
About Brera Holdings PLC
Brera Holdings PLC is a Nasdaq-listed (Stock Ticker:
BREA) Irish holding company focused on expanding social impact football (American soccer) by developing a global portfolio of emerging
football clubs with increased opportunities to earn tournament prizes, gain sponsorships, and provide other professional football and
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. 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 is focused on bottom-up value creation from sports clubs and talent
outside mainstream markets, 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 certain 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 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, 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 United States Securities and Exchange Commission. 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 the forward-looking statements
in this release, except in accordance with applicable law.
CONTACT INFORMATION:
FOR MEDIA AND INVESTOR RELATIONS
Outside Italy:
Daniel McClory, Executive Chairman
Brera Holdings PLC
dan@breraholdings.com
In Italy:
Sergio Scalpelli, CEO
Brera Holdings PLC
sergio@breraholdings.com