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 March 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 Contract
On March 17, 2023, Brera
Holdings PLC, a public company limited by shares incorporated in the Republic of Ireland (the “Company”), through its wholly-owned
subsidiary, Brera Milano S.r.l., an Italian limited liability company (società a responsabilità limitata) (“Brera
Milano”), entered into a contract (the “Contract”) with Tchumene FC Sports Association, a football club organized under
the laws of Mozambique (“Tchumene FC” or the “Club”), relating to a strategic partnership through the establishment
of sponsorship and franchising relationships between Brera Milano and Tchumene FC.
Pursuant to the Contract,
for the 2023 football season, Tchumene FC will be rebranded as “Brera Tchumene FC” with simultaneous modification of its logo
and corporate colors. Brera Milano will determine the Club’s game shirt sponsor, deliver media relating to the Club on its communication
channels, manage external media relations, use the Club’s brand for any communication activity and promotion, and promote the Club
around the world through its relationship network with football operators and finance partners in the United States. Brera Milano will
not intervene or assume responsibility over the sports management of the Club and all of the Club’s sporting activity will remain
under the exclusive control of Tchumene FC. The Company will pay Tchumene FC €25,000, of which €15,000 was paid upon signing
the Contract and €10,000 will be paid by the middle of the 2023 football season. Additionally, if the Contract is renewed automatically
for an additional annual term as described below, the Company will pay €25,000 in one lump sum within thirty days of such renewal
of the Contract for the following football season. Brera Milano will decide the shirt sponsor of the Club’s football shirts. If
the sponsor is an Italian company that already works with Brera Milano, part of the sponsorship revenue may be allocated to Tchumene FC;
however, if the sponsor is from Mozambique, Brera Milano and Tchumene FC will negotiate the division of the sponsorship revenue in accordance
with market standards.
The Contract will automatically
renew for each subsequent football season in which Tchumene FC plays in the Mozambique second division, unless terminated at the end of
any football season by either party upon 30 days’ notice or upon a breach of contract with 30 days’ notice. If Tchumene FC
enters Mozambique football’s first division, the Contract will be terminated with the intent to renegotiate the terms to include
greater commitments between the parties.
The Contract also provides
that no exclusivity obligations arise under it, and that Brera Milano may sign similar sponsorship, franchise or other agreements with
any company operating in the sports industry.
The Contract is filed as Exhibit 1.1 to this report
on Form 6-K, and this description of the Contract is qualified in its entirety by reference to such exhibit.
On March 20, 2023, the
Company issued a press release announcing the Contract. A copy of this press release is attached hereto as Exhibit 99.1.
On March 23, 2023, the
Company issued a press release announcing the launch of its eSports activities with the establishment of a FIFA® 23 Pro Clubs™
Team by EA Sports by the Company’s Italian football club, Brera FC. A copy of this press release is attached hereto as Exhibit 99.2.
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: March 29, 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
CONTRACT
Between
Brera Milano S.r.l., Fiscal Code (C.F. 09703750969), with registered
office in Piazza San Giorgio 2, Milan (Italy), a company incorporated under Italian law, in the person of its legal representative pro
tempore Francesca Duva, (hereinafter also “Brera Milano”)
And
Tchumene FC Sports Association, with registered office in Av. African
Union 4169 – Matola, in person of the legal representative pro tempore Simão Cossa etc., (hereinafter also “Tchumene
FC” or the “Club”), hereinafter individually also the “Party” and jointly also the “Parties”,
whereas:
| - | Tchumene FC is a newly established club operating in Mozambique,
close to participating in the 2023 season of the national football second division; |
| - | Brera Milano is an Italian company active in football operations
on a global scale, mainly through the dissemination of its brand and its know-how to other clubs; |
| - | Tchumene FC and Brera Milano are interested in developing
a collaborative relationship aimed at the establishment of the sporting activity of the Club; |
it is agreed and stipulated as follows
Art. 1 – Premises
1.1 The contract conditions indicated above form an integral and substantial part of this agreement.
Art. 2 – Object of the Contract and Obligations of the Parties
2.1 Tchumene FC and Brera Milano are committed to starting a
strategic partnership, through the establishment of Sponsorship and Franchising relationships, with the faculty for Brera Milano to qualify
as a “Sponsor / Franchisor”.
2.2 Brera Milano undertakes towards Tchumene FC, for the 2023
football season:
a) to pay a flat-rate annual contribution of €25,000
(twenty-five thousand), which will be paid €15,000 (fifteen thousand) upon signing this contract and €10,000 (ten thousand)
by the middle of the sports season of the current act 2023; for the following sports seasons, without prejudice to the necessary validity
of this agreement, the annual lump sum contribution of €25,000 (twenty-five thousand) will be paid within thirty days of the annual
renewal of the contract;
b) to carry out the promotional activity of the Club in
Europe and the rest of the world, by virtue of its network of relationships with operators in the world of football and, in relation to
its US partners, of finance;
c) to carry out the communication activity of the Club in
Europe and the rest of the world, through its own communication channels;
d) to carry out technical and management consulting activities,
in particular in relation to scouting of players and their eventual inclusion in the European transfer market.
2.3 Tchumene FC undertakes to grant Brera Milano, for the 2023
season:
a) Rebranding of the Club from “Tchumene FC” to
“Brera Tchumene FC”, with simultaneous modification of the logo and corporate colours, as per Annex 1 which forms an integral
part of this contract;
b) Faculty to define the name of the shirt sponsor, also
possibly from third party companies; whether, as a priority hypothesis (until the beginning of the 2023 season), the sponsor is an Italian
company with which Brera Milano already works in other projects, part of the revenue generated can be allocated to Brera Tchumene; if,
as a secondary hypothesis, the sponsor was found in Mozambique, the parties undertake to agree on the division of revenues in accordance
with the market standards;
c) Content delivery (images, videos and texts) relating
to the life of the Club for their redistribution on the channels and media of Brera Milano;
d) Authorization to use the Brera Tchumene FC brand for
any communication activity and promotion;
e) Nominee, with the title of Club Chairman without legal
representation, of a figure indicated by Brera Milano authorized to manage external relations with the media and institutions.
Art. 3 – Exclusion of the exclusive right
3.1 The parties declare that this contract is not subject to
an exclusivity obligation, with faculty therefore for Brera Milano to sign similar sponsorship, franchise or other agreements with any
company operating in the sports industry.
Art. 4 – Duration and tacit renewal of the contract
4.1 This agreement will be valid only for the sports seasons
in which the Club will play in second division.
4.2 In any case, both Parties have the right to withdraw freely
at the end of each sports season, subject to communication to be sent to the other Party with a notice period of at least thirty days.
4.3 If the Club enters the Moçambola (first division),
this agreement will be considered terminated, with the Parties’ commitment to renegotiate their reciprocal relations in the direction
of greater commitment, both general and technical-sports management, by Brera Milano.
4.4 In any case of termination of this contract, all obligations
assumed by the Parties will cease and the Club will be required to modify its brand which will no longer have to contain the “Brera”
brand.
Art. 5 – Exemption from technical-sports management
5.1 The Parties mutually acknowledge that the technical-sports
management and the organizational choices remain the exclusive competence of Tchumene FC and, therefore, Brera Milano will not intervene
or assume any responsibility for the progress of the Club’s sporting activity.
Art. 6 – Termination and express termination clause
6.1 The Parties, without prejudice to what was agreed in Article
4 above, agree and stipulate that, in the event of a breach of an obligation agreed upon in this agreement, the performing Party shall
advance a formal objection to the defaulting Party also indicating a period for compliance having a peremptory nature.. If the defaulting
Party has not remedied it within the above period mentioned, the performing party may terminate the contract.
Art. 7 - Contractual amendments
7.1 Any modification of this agreement must be agreed in writing
between the Parties.
Article 8 - Communications
8.1 Any communication expected, required or otherwise necessary
in connection with this writing, will be considered effectively and validly executed, under penalty of nullity, only if resulting from
written document with proof of receipt sent to the other Party to the following addresses:
(i) for Brera Milano S.r.l.: piazza San Giorgio
2 - 20123 Milano (Italy)
(ii) for Tchumene FC Sports Association:
Art. 9 – Confidentiality obligations
9.1 The Parties undertake to respect and enforce the following
provisions:
| ● | keep confidential all data, information (written or oral)
and news concerning the Parties, the activities and affairs of the same (the “Confidential Information”), obtained or
received as a result of the discussions that led to the signing of this agreement or in its execution; |
| ● | protect the confidentiality of Confidential Information with
the same care with which it comes protected the confidentiality of your confidential information, implementing all measures and precautions
necessary to prevent its disclosure, loss, destruction or unauthorized use; |
| ● | not to copy, use or reproduce the Confidential Information
without the prior consent written by the other Party, except when such activities are strictly necessary for the execution of the services
covered by this agreement. |
9.2 For the purposes of this article, Confidential Information
does not include information that:
| ● | becomes public knowledge before the signing of this agreement,
or during or after its duration, provided that this has not occurred in violation of the provisions of the agreement; |
| ● | each Party proves that it is known to it before being transmitted
by the other Party, provided that its source does not violate a confidentiality agreement or the law. |
9.3 The Confidential Information may, however, be communicated
to the competent Authorities that require the Parties to transmit any Confidential Information; if so, if and to the extent in which is
permitted by the applicable legislation, each Party undertakes to communicate immediately to the other Party the received request and
to agree on the timing, mode and extension of the communication.
9.4 Each Party shall immediately notify the other Party of any
violations of the confidentiality obligations referred to in this article of which it has become aware and will have to collaborate with
such Party in the protection of the rights of the latter.
Art. 10 – Applicable law and competent court
10.1 What is agreed in this agreement is subject to the application
of Mozambican law and to the Mozambican jurisdiction.
Read, approved and undersigned.
Place and date March 17, 2023
| Tchumene FC |
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Brera Milano |
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| /s/ Simao Cossa |
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/s/ Francesca Duva |
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Annex 1
[Pictures of logo and corporate colors]
A-1
Exhibit 99.1
Brera Holdings PLC Establishes New Football Club in Mozambique
“Brera Tchumene” will mark the African debut of the
Brera brand in metro Maputo, the capital of Mozambique and its 32 million-strong population
DUBLIN, MILAN and MAPUTO, March 20, 2023 -- Brera Holdings PLC (“Brera
Holdings” or the “Company” Nasdaq: BREA) today announced the establishment of a newly branded football club in Mozambique
named Brera Tchumene, a team admitted to the Second Division Championship in Mozambique, an east African country of nearly 32 million
people.
This establishment follows Brera Holdings’ in-process acquisition
of Akademija Pandev, which is already competing in the First Division of North Macedonia, a UEFA member state.
Brera Tchumene will have its training and game base in a modern sports
center located in the metropolitan area of the capital city Maputo. The sports center was created by the Mozambican transport tycoon,
Junaide Lalgy, owner of the Black Bulls, the winner of the 2020-21 Mocambola, the Mozambican First Division Championship for football.
“The team is strongly aiming for promotion to the Mocambola First
Division, which would lead to greater involvement by Brera Holdings, realizing its core business in the scouting of the best Mozambican
players in the 18-23 age bracket, with a view to moving these players to Europe to join the other Brera Group clubs,” said Brera
Holdings’ CEO Sergio Scalpelli.
The Brera Tchumene club will also work on a social impact project which
will be identified in partnership with local organizations involved in the social impact field.
The establishment of Brera Tchumene is part of Brera Holdings’
strategic plan focused on the diversified football operations between Europe, Brera Holdings’ primary market, and emerging regional
markets, managed with particular attention to social impact initiatives and the scouting and development of young talent.
The Brera Tchumene football club will play its debut match on April
16, 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
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 Launches its FIFA® 23 Pro Clubs™ “Brera eSports Team”
In
football-mad Italy only 56 pro and amateur clubs (just 4 in the Serie A First Division) have their own 11-man eSports team and Brera
FC is now one of them
Brera
eSports’s third online group stage match set for April 6 v. Serie B’s Palermo FC owned by Manchester’s City Football
Group
NEW
YORK, DUBLIN and MILAN, March 23, 2023 -- Brera Holdings PLC (“Brera Holdings” or the “Company” Nasdaq: BREA)
launched its eSports activities with the establishment of Brera FC’s FIFA® 23 Pro Clubs™ Team by EA Sports, which will
take part in the championship tournament organized by the Italian National Amateur League (the “League”), the “LND E-Sport
Cup.”
Pro
Clubs is the FIFA® 23 online social video gaming mode played together by 11 separate gamers per team, with each controlling a single
player, just like a real team of 11 players on the pitch. The Brera FIFA® 23 Pro Clubs™ squad is made up of about twenty professional
video game players of different nationalities. League matches are held using the Sony PlayStation 5 console.
Brera
eSports Player
Matches
are played every Wednesday at 9.30 p.m. CET, and the League is designed on the British FA Cup model. Despite football’s widespread
popularity in Italy, only 56 professional and amateur clubs (including just four in the Serie A First Division) have their own FIFA®
23 Pro Clubs™ team. Brera’s third online group stage match is set for April 6, 2023 versus Serie B’s Palermo FC, owned
by Manchester’s City Football Group.
“The
decision to focus on becoming an eSports leader for Italian football is just another example of Brera FC innovation in all football-related
activities,” said Brera Holdings’ CEO Sergio Scalpelli. “This is why we decided to enter and lead such a small circle
of Italian football clubs currently active in FIFA® 23 Pro Clubs™,” Scalpelli continued.
According
to an Insider Intelligence research report, there were 532 million eSports viewers worldwide in 2022 with an estimated 29.8 million in
the US—eventually climbing to 34.8 million in 2026. Just like traditional professional sports, eSports teams have owners, franchises,
endorsement deals, cash prizes from tournament winnings, and more—all contributing to their annual revenue and total valuation.
According
to IIDEA’s Report on eSports in Italy 2022, presented in partnership with Nielsen, 475,000 people in Italy follow eSports events
on a daily basis (avid fans) and this market expands to around 1,620,000 people if we include those who follow an eSports event several
times a week (eSports fans).
Brera
eSports Team Logo
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 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
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