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 February, 2024.
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 ☒ Form 40-F ☐
On February 29, 2024, Daniel Joseph McClory purchased
2,250,000 class A ordinary shares, $0.005 nominal value per share (the “Class A Ordinary Shares”), of Brera Holdings PLC,
a public limited company incorporated in the Republic of Ireland (the “Company”), in a private transaction pursuant to a share
purchase agreement, dated as of February 29, 2024, between Mr. McClory and Niteroi SpA, for $1,500,000 (the “Niteroi Purchase Agreement”).
The price for the Class A Ordinary Shares is required to be paid in two payments of $375,000, one on or before March 4, 2024, and one
on or before March 18, 2024, respectively, and one payment of $750,000 on September 30, 2024. As a condition to the purchase, the Company
was required to consent to the transfer of the Class A Ordinary Shares and the waiver of any applicable transfer restrictions. The Class
A Ordinary Shares were transferred to Mr. McClory on February 29, 2024. The Niteroi Purchase Agreement is filed as Exhibit 10.1 to this
report on Form 6-K, and this description of the Niteroi Purchase Agreement is qualified in its entirety by reference to such exhibit.
On February 29, 2024, Mr. McClory also purchased
2,300,000 Class A Ordinary Shares in a private transaction pursuant to a share purchase agreement, dated as of February 29, 2024, between
Mr. McClory and Alessandro Aleotti, for $1,537,500 (the “Aleotti Purchase Agreement”). The price for the Class A Ordinary
Shares is required to be paid in two payments of $375,000, one on or before March 4, 2024, and one on or before March 18, 2024, respectively,
and one payment of $787,500 on September 30, 2024. As a condition to the purchase, the Company was required to consent to the transfer
of the Class A Ordinary Shares and the waiver of any applicable transfer restrictions. The Class A Ordinary Shares were transferred to
Mr. McClory on February 29, 2024. The Aleotti Purchase Agreement is filed as Exhibit 10.2 to this report on Form 6-K, and this description
of the Niteroi Purchase Agreement is qualified in its entirety by reference to such exhibit.
On March 6, 2024, the
Company issued a press release announcing Mr. McClory’s shares purchases. On March 6, 2024, the Company also issued a press release
announcing that Massimo Ferragamo had been appointed to its Advisory Board. Copies of these press release are attached hereto as Exhibit
99.1 and Exhibit 99.2, respectively.
This report on Form 6-K,
except for the press releases attached hereto as Exhibit 99.1 and Exhibit 99.2, is incorporated by reference into the prospectus contained
in the Company’s registration statement on Form F-3 (File No. 333-276870) declared effective by the Securities and Exchange Commission
on February 13, 2024.
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 8, 2024 |
BRERA HOLDINGS PLC |
| |
|
|
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By: |
/s/ Pierre Galoppi |
| |
Pierre Galoppi |
| |
Chief Executive Officer |
Exhibit 10.1
SHARE PURCHASE AGREEMENT
| Name of Buyer: Daniel Joseph McClory |
Purchase Price: $1,500,000 |
| Name of Seller: Niteroi SpA (Adrio Maria de Carolis) |
Date: February 29, 2024 |
| Name of Issuer: Brera Holdings PLC |
|
Amount and Type of Securities: 2,250,000 Class A Ordinary Shares
|
SHARE PURCHASE AGREEMENT, dated as of the date
set forth above (this “Agreement”), by and between the seller named above (the “Seller”)
and the Buyer named above (the “Buyer”). The Seller and the Buyer are referred to herein as a “Party”
and collectively, as the “Parties”.
BACKGROUND
Seller intends to sell and
Buyer intends to purchase the amount and type of securities listed above (the “Securities”) of the issuer named
above (the “Company”).
AGREEMENT
NOW, THEREFORE, in consideration
of the foregoing and the mutual promises and covenants herein contained, the Seller and the Buyer hereby agree as follows:
1. Purchase
and Sale. The Seller shall sell, transfer, convey and deliver unto the Buyer the Securities, and the Buyer shall acquire and purchase
from the Seller the Securities.
2. Purchase
Price. The purchase price (the “Purchase Price”) for the Securities, in the aggregate, is the amount, in
immediately available U.S. dollars that is listed above, and it is payable at the Closings (defined below). All payments to be made to
the Seller under this agreement shall be made in U.S. dollars by electronic transfer of immediately available funds to [ ].
Payment in accordance with this clause shall be a good and valid discharge of the Buyer’s obligations to pay the sum in question,
and the Buyer shall not be concerned to see the application of the monies so paid.
3. The
Closings. The first closing of the transactions contemplated by this Agreement (the “First Closing”) shall
take place by exchange of documents among the Parties by fax or courier, as appropriate, on the date hereof. At the First Closing, to
occur on or before March 4, 2024, the Buyer shall pay to the Seller $375,000, and the Seller shall transfer to the Buyer the Securities.
The Buyer shall pay to the Seller a further $375,000 less stamp duty for all Securities purchased hereunder, on or before March 18, 2024
(the “Second Closing”). The Buyer shall pay the remaining $750,000 to the Seller on September 30, 2024 (the
“Third Closing” and together with the First Closing and the Second Closing, the “Closings”).
At the First Closing, the Seller shall deliver to the Buyer (i) a stock transfer form in respect of the Securities duly executed in favour
of the Buyer; and (ii) its Tax Reference Number, having the meaning given to that term by the Stamp Duty (e-Stamping of Instruments and
Self-Assessment) Regulations 2012 (S.I. No. 234 of 2012). At each of the Closings, the Buyer shall pay the Purchase Price to the Seller
in accordance with this Section 3.
4. Representations
and Warranties of the Seller. The Seller represents and warrants to the Buyer as follows:
(a) The Seller has the power
and authority to execute, deliver and perform its obligations under this Agreement and to sell, assign, transfer and deliver to the Buyer
the Securities as contemplated hereby. No permit, consent, approval or authorization of, or declaration, filing or registration with any
governmental or regulatory authority or consent of any third party is required in connection with the execution and delivery by Seller
of this Agreement and the consummation of the transactions contemplated hereby.
(b) Neither the execution
and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions
hereof by the Seller, will violate or result in a breach of any term or provision of any agreement to which the Seller is bound or is
a party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of any obligation of the Seller
under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any
properties or assets of the Seller.
(c) This Agreement has been
duly and validly executed by the Seller, and constitutes the valid and binding obligation of the Seller, enforceable against the Seller
in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’
rights generally or by limitations, on the availability of equitable remedies.
(d) The Seller owns the Securities
free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts,
commitments, equities or other claims or demands of any kind (collectively, “Liens”), and upon delivery of the
Securities to the Buyer, the Buyer will acquire good, valid and marketable title thereto free and clear of all Liens. The Seller is not
a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise
dispose of any shares or other securities of the Company (other than pursuant to this Agreement). The Seller is not a party to any voting
trust, proxy, or other agreement or understanding with respect to the voting of any shares of the Company.
(e) The Seller acknowledges
and understands that the Buyer may possess material nonpublic information regarding the Company not known to the Seller that may impact
the value of the Securities, including, without limitation, (x) information received by the Buyer in the Buyer’s capacity as a director,
officer, and significant shareholder of the Company, (y) information otherwise received from the Company on a confidential basis, and
(z) information received on a privileged basis from the attorneys and financial advisers representing the Company (collectively, the “Information”),
and that the Buyer is not disclosing the Information to the Seller. The Seller understands, based on its experience, the disadvantage
to which the Seller is subject due to the disparity of information between the Seller and the Buyer. Notwithstanding such disparity, the
Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby.
5. Representations
and Warranties of the Buyer. The Buyer represents and warrants to the Seller as follows:
(a) The Buyer has full power
and authority to enter into this Agreement and to carry out the transactions contemplated hereby. This Agreement constitutes a valid and
binding obligation of the Buyer enforceable in accordance with its terms, except as (i) the enforceability hereof may be limited by bankruptcy,
insolvency or similar laws affecting the enforceability of creditor’s rights generally and (ii) the availability of equitable remedies
may be limited by equitable principles of general applicability.
(b) Neither the execution
and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions
hereof by the Buyer, will violate or result in a breach of any term or provision of any agreement to which the Buyer is bound or is a
party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of any obligation of the Seller
under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any
properties or assets of the Seller.
(c) The Buyer is acquiring
the Securities for its own account for investment and not for the account of any other person and not with a view to or for distribution,
assignment or resale in connection with any distribution within the meaning of the Securities Act of 1933, as amended. The Buyer agrees
not to sell or otherwise transfer the Securities unless they are registered under applicable federal and state securities laws, or an
exemption or exemptions from such registration are available.
(d) No permit, consent, approval
or authorization of, or declaration, filing or registration with any governmental or regulatory authority or the consent of any third
party is required in connection with the execution and delivery by the Buyer of this Agreement and the consummation of the transactions
contemplated hereby. The Buyer shall pay stamp duty to the Irish authorities prior to the registration of the shares purchased hereunder
in the register of members of the Company, and deduct this one percent (1.0%) fee from the proceeds of the Second Closing.
(e) The Buyer (i) is an “accredited
investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended, and (ii) has such experience in business and financial
matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Buyer acknowledges that an investment
in the Securities is speculative and involves a high degree of risk.
6. Purchase
Price Adjustment. Each Party further covenants, agrees, and acknowledges that in the event, prior to the First Closing, of any reorganization,
recapitalization, reclassification, or split-up of the outstanding share capital of the Company, or if the Company shall declare a share
dividend or distribute shares to its shareholders, then, and in each such case, the number of Securities immediately prior to such subdivision
shall be proportionally adjusted as applicable and the Purchase Price shall be adjusted in accordance therewith. Any such adjustment shall
be effective at the close of business on the effective date of such subdivision or combination or if any adjustment is the result of a
share dividend or distribution then the effective date for such adjustment thereon shall be the record date therefor.
7. Post-Closings
Covenants. The Parties agree that if at any time after the Closings any further action is necessary or desirable to carry out the
purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments
and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party. The Seller declares
that so long as it remains the registered holder of any of the Securities after the First Closing, it will:
(a) hold those Securities
and all dividends and other distributions in respect of them, and all other rights arising out of or in connection with them, in trust
for the Buyer and its successors in title; and
(b) at all times deal with
and dispose of those Securities, and all such dividends, distributions and rights attaching to them, as the Buyer or any such successor
may direct.
8. Company
Consent. The Parties have sought and obtained the consent of the Company to the transfer of the Securities and the waiver of any applicable
transfer restrictions. A copy of the Consent is attached to this Agreement as Exhibit A.
9. Miscellaneous.
(a) Facsimile Execution
and Delivery. Facsimile execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes.
(b) No Third-Party Beneficiaries.
This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted
assigns.
(c) Entire Agreement.
This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior
understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the
subject matter hereof.
(d) Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute
one and the same instrument.
(e) Headings. The Section
headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of
this Agreement.
(f) Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of Ireland without regard to principles of conflicts of
laws.
(g) Amendments and Waivers.
No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Buyer and the Seller
or their respective representatives. No waiver by either Party of any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
(h) Severability. Any
term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.
(i) Expenses. Each
of the Parties will bear his or its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement
and the transactions contemplated hereby.
(j) Specific Performance.
Each Party acknowledges and agrees that the other Party would be damaged irreparably in the event any of the provisions of this Agreement
are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each Party agrees that the other Party
shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically
this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having
jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement by their duly authorized representatives as of the date first written above.
| SELLER |
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| /s/ Niteroi
SpA (Adrio Maria de Carolis) |
|
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| BUYER |
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|
| /s/ Daniel
Joseph McClory |
|
EXHIBIT A
CONSENT OF COMPANY
Reference is made to that
certain Share Purchase Agreement, dated February 29, 2024 (the “Share Purchase Agreement”), between Daniel Joseph McClory
(the “Buyer”) and Niteroi SpA (Adrio Maria de Carolis) (the “Seller”) relating to the sale of the
Securities as described therein. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Share
Purchase Agreement.
Brera Holdings PLC (the “Company”)
hereby consents to the terms and provisions of the Share Purchase Agreement and agrees to waive any Company imposed transfer restrictions
on the transfer of the Securities. The Company hereby grants approval to the Company’s transfer agent to remove the transfer restrictions
on the Securities subject to this Share Purchase Agreement.
IN WITNESS WHEREOF, the Company
is executing this consent on February 29, 2024.
| |
Brera Holdings PLC |
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|
|
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By: |
/s/ Pierre Galoppi |
| |
|
Name: |
Pierre Galoppi |
| |
|
Title: |
Chief Executive Officer |
Exhibit 10.2
SHARE PURCHASE AGREEMENT
| Name of Buyer: Daniel Joseph McClory |
Purchase Price: $1,537,500 |
| Name of Seller: Alessandro Aleotti |
Date: February 29, 2024 |
| Name of Issuer: Brera Holdings PLC |
|
| Amount and Type of Securities: 2,300,000 Class A Ordinary Shares |
SHARE PURCHASE AGREEMENT, dated as of the date
set forth above (this “Agreement”), by and between the seller named above (the “Seller”)
and the Buyer named above (the “Buyer”). The Seller and the Buyer are referred to herein as a “Party”
and collectively, as the “Parties”.
BACKGROUND
Seller intends to sell and
Buyer intends to purchase the amount and type of securities listed above (the “Securities”) of the issuer named
above (the “Company”).
AGREEMENT
NOW, THEREFORE, in consideration
of the foregoing and the mutual promises and covenants herein contained, the Seller and the Buyer hereby agree as follows:
1. Purchase
and Sale. The Seller shall sell, transfer, convey and deliver unto the Buyer the Securities, and the Buyer shall acquire and purchase
from the Seller the Securities.
2. Purchase
Price. The purchase price (the “Purchase Price”) for the Securities, in the aggregate, is the amount, in
immediately available U.S. dollars that is listed above, and it is payable at the Closings (defined below). All payments to be made to
the Seller under this agreement shall be made in U.S. dollars by electronic transfer of immediately available funds to [ ].
Payment in accordance with this clause shall be a good and valid discharge of the Buyer’s obligations
to pay the sum in question, and the Buyer shall not be concerned to see the application of the monies so paid.
3. The
Closings. The first closing of the transactions contemplated by this Agreement (the “First Closing”) shall
take place by exchange of documents among the Parties by fax or courier, as appropriate, on the date hereof. At the First Closing, to
occur on or before March 4, 2024, the Buyer shall pay to the Seller $375,000, and the Seller shall transfer to the Buyer the Securities.
The Buyer shall pay to the Seller a further $375,000 less stamp duty for all Securities purchased hereunder, on or before March 18, 2024
(the “Second Closing”). The Buyer shall pay the remaining $787,500 to the Seller on September 30, 2024 (the
“Third Closing” and together with the First Closing and the Second Closing, the “Closings”).
At the First Closing, the Seller shall deliver to the Buyer (i) a stock transfer form in respect of the Securities duly executed in favour
of the Buyer; and (ii) its Tax Reference Number, having the meaning given to that term by the Stamp Duty (e-Stamping of Instruments and
Self-Assessment) Regulations 2012 (S.I. No. 234 of 2012). At each of the Closings, the Buyer shall pay the Purchase Price to the Seller
in accordance with this Section 3.
4. Representations
and Warranties of the Seller. The Seller represents and warrants to the Buyer as follows:
(a) The Seller has the power
and authority to execute, deliver and perform its obligations under this Agreement and to sell, assign, transfer and deliver to the Buyer
the Securities as contemplated hereby. No permit, consent, approval or authorization of, or declaration, filing or registration with any
governmental or regulatory authority or consent of any third party is required in connection with the execution and delivery by Seller
of this Agreement and the consummation of the transactions contemplated hereby.
(b) Neither the execution
and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions
hereof by the Seller, will violate or result in a breach of any term or provision of any agreement to which the Seller is bound or is
a party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of any obligation of the Seller
under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any
properties or assets of the Seller.
(c) This Agreement has been
duly and validly executed by the Seller, and constitutes the valid and binding obligation of the Seller, enforceable against the Seller
in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’
rights generally or by limitations, on the availability of equitable remedies.
(d) The Seller owns the Securities
free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts,
commitments, equities or other claims or demands of any kind (collectively, “Liens”), and upon delivery of the
Securities to the Buyer, the Buyer will acquire good, valid and marketable title thereto free and clear of all Liens. The Seller is not
a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise
dispose of any shares or other securities of the Company (other than pursuant to this Agreement). The Seller is not a party to any voting
trust, proxy, or other agreement or understanding with respect to the voting of any shares of the Company.
5. Representations
and Warranties of the Buyer. The Buyer represents and warrants to the Seller as follows:
(a) The Buyer has full power
and authority to enter into this Agreement and to carry out the transactions contemplated hereby. This Agreement constitutes a valid and
binding obligation of the Buyer enforceable in accordance with its terms, except as (i) the enforceability hereof may be limited by bankruptcy,
insolvency or similar laws affecting the enforceability of creditor’s rights generally and (ii) the availability of equitable remedies
may be limited by equitable principles of general applicability.
(b) Neither the execution
and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions
hereof by the Buyer, will violate or result in a breach of any term or provision of any agreement to which the Buyer is bound or is a
party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of any obligation of the Seller
under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any
properties or assets of the Seller.
(c) The Buyer is acquiring
the Securities for its own account for investment and not for the account of any other person and not with a view to or for distribution,
assignment or resale in connection with any distribution within the meaning of the Securities Act of 1933, as amended. The Buyer agrees
not to sell or otherwise transfer the Securities unless they are registered under applicable federal and state securities laws, or an
exemption or exemptions from such registration are available.
(d) No permit, consent, approval
or authorization of, or declaration, filing or registration with any governmental or regulatory authority or the consent of any third
party is required in connection with the execution and delivery by the Buyer of this Agreement and the consummation of the transactions
contemplated hereby. The Buyer shall pay stamp duty to the Irish authorities prior to the registration of the shares purchased hereunder
in the register of members of the Company, and deduct this one percent (1.0%) fee from the proceeds of the Second Closing.
(e) The Buyer (i) is an “accredited
investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended, and (ii) has such experience in business and financial
matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Buyer acknowledges that an investment
in the Securities is speculative and involves a high degree of risk.
6. Purchase
Price Adjustment. Each Party further covenants, agrees, and acknowledges that in the event, prior to the First Closing, of any reorganization,
recapitalization, reclassification, or split-up of the outstanding share capital of the Company, or if the Company shall declare a share
dividend or distribute shares to its shareholders, then, and in each such case, the number of Securities immediately prior to such subdivision
shall be proportionally adjusted as applicable and the Purchase Price shall be adjusted in accordance therewith. Any such adjustment shall
be effective at the close of business on the effective date of such subdivision or combination or if any adjustment is the result of a
share dividend or distribution then the effective date for such adjustment thereon shall be the record date therefor.
7. Post-Closings
Covenants. The Parties agree that if at any time after the Closings any further action is necessary or desirable to carry out the
purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments
and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party. The Seller declares
that so long as it remains the registered holder of any of the Securities after Closing, it will:
(a) hold those Securities
and all dividends and other distributions in respect of them, and all other rights arising out of or in connection with them, in trust
for the Buyer and its successors in title; and
(b) at all times deal with
and dispose of those Securities, and all such dividends, distributions and rights attaching to them, as the Buyer or any such successor
may direct.
8. Company
Consent. The Parties have sought and obtained the consent of the Company to the transfer of the Securities and the waiver of any applicable
transfer restrictions. A copy of the Consent is attached to this Agreement as Exhibit A.
9. Miscellaneous.
(a) Facsimile Execution
and Delivery. Facsimile execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes.
(b) No Third-Party Beneficiaries.
This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted
assigns.
(c) Entire Agreement.
This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior
understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the
subject matter hereof.
(d) Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute
one and the same instrument.
(e) Headings. The Section
headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of
this Agreement.
(f) Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of Ireland without regard to principles of conflicts of
laws.
(g) Amendments and Waivers.
No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Buyer and the Seller
or their respective representatives. No waiver by either Party of any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
(h) Severability. Any
term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.
(i) Expenses. Each
of the Parties will bear his or its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement
and the transactions contemplated hereby.
(j) Specific Performance.
Each Party acknowledges and agrees that the other Party would be damaged irreparably in the event any of the provisions of this Agreement
are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each Party agrees that the other Party
shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically
this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having
jurisdiction over the Parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement by their duly authorized representatives as of the date first written above.
| SELLER |
|
| |
|
| /s/ Niteroi
SpA (Adrio Maria de Carolis) |
|
| |
|
| BUYER |
|
| |
|
| /s/ Daniel
Joseph McClory |
|
EXHIBIT A
CONSENT OF COMPANY
Reference is made to that
certain Share Purchase Agreement, dated February 29, 2024 (the “Share Purchase Agreement”), between Daniel Joseph McClory
(the “Buyer”) and Alessandro Aleotti (the “Seller”) relating to the sale of the Securities as described
therein. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Share Purchase Agreement.
Brera Holdings PLC (the “Company”)
hereby consents to the terms and provisions of the Share Purchase Agreement and agrees to waive any Company imposed transfer restrictions
on the transfer of the Securities. The Company hereby grants approval to the Company’s transfer agent to remove the transfer restrictions
on the Securities subject to this Share Purchase Agreement.
IN WITNESS WHEREOF, the Company
is executing this consent on February 29, 2024.
| |
Brera Holdings PLC |
| |
|
|
|
| |
By: |
/s/ Pierre Galoppi |
| |
|
Name: |
Pierre Galoppi |
| |
|
Title: |
Chief Executive Officer |
Exhibit
99.1
Brera
Holdings Adds Luxury Lifestyle Executive Massimo Ferragamo to Its All-Star Advisory Board
Ferragamo
joins MLS Founder and World Cup Director Alan Rothenberg, Sports Business Leaders Paul Tosetti and Marshall Geller, and Football Icon
Giuseppe Rossi
DUBLIN,
Ireland and MILAN, Italy, March 06, 2024 (GLOBE NEWSWIRE) -- Brera Holdings PLC (“Brera Holdings”, “Brera” or the
“Company”) (Nasdaq: BREA) announces today the addition of Massimo Ferragamo to the Company’s newly formed top-tier Advisory
Board, to lead the world’s first publicly-traded multi-club ownership (“MCO”) company in global football (American soccer).
Ferragamo
joins the recently named Advisory Board all-star team members Alan Rothenberg, Paul Tosetti, Giuseppe Rossi and Marshall Geller.
“In
addition to leading one of the most famous global luxury fashion houses, with his family, Massimo Ferragamo’s name is synonymous with
elevated lifestyle, so his valued perspective is the perfect addition to our all-star Advisory Board. We were diligent in working to
ensure that Brera’s Advisory Board will provide visionary leadership, as we continue to drive our MCO strategy forward,” stated
Christopher Paul Gardner, Brera’s Director and Compensation Committee Chairman.
Massimo
Ferragamo is the Chairman of Ferragamo USA, Inc., which he has led since 2000, after serving as that company’s President since 1985.
Ferragamo is also Vice President of the Lungarno Hotel Group and Executive Vice President of the Ferragamo Foundation. Other current
and former directorships and associations include: director of Ferragamo Finanziaria S.p.A.; Board of Directors member for Yum! Brands,
Inc.; multiple Philip Morris International, Inc. Board Committees; Board Member of The American-Italian Cancer Foundation; Board of Directors
member for Birks Group, Inc.; and Board of Directors member for Mayor’s Jewelers, Inc. Ferragamo was instrumental in introducing former
Florentine football icon Giuseppe Rossi to also become a member of the Brera Advisory Board.
“We
are truly blessed to strengthen an already amazing Advisory Board and are pleased to welcome Massimo, Alan, Paul, Marshall, and Giuseppe
to Brera’s Advisory Board at this exciting time. Each member will bring their diverse expertise, unique background, and professional
experience. I am looking forward to receiving their valuable counsel and honored that they chose to join the Brera team,” said Pierre
Galoppi, Brera’s Chief Executive Officer.
ABOUT
BRERA HOLDINGS PLC
Brera
Holdings PLC (Nasdaq: BREA) is focused on expanding its social impact football (American soccer) business by developing a global portfolio
of emerging football and other sports clubs with increased opportunities to earn tournament prizes, gain sponsorships, and provide other
professional football- and sports-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 in 2022. 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 owns the trademarked FENIX Trophy Tournament, a non-professional pan-European football competition
recognized by UEFA, inaugurated in September 2021 and organized by Brera FC. “FENIX” is an acronym for “Friendly European
Non-professional Innovative Xenial.” BBC Sport has called the FENIX Trophy “the Champions League for amateurs,” and Brera
FC hosted the 2023 finals at Milan’s legendary San Siro Stadium. In October 2022, the Internet Marketing Association at its IMPACT 22
Conference named Brera FC as its award recipient for “Social Impact Through Soccer,” recognizing the Company’s focus at an
international level with this distinction.
In
March 2023, the Company expanded to Africa with the establishment of Brera Tchumene FC, a team then admitted to the Second Division League
in Mozambique, a country of nearly 32 million people. Brera Tchumene FC won its post-season tournament and in November 2023 was promoted
to Mocambola, the First Division in Mozambique. In April 2023, the Company acquired 90% of the European first division football team
Fudbalski Klub Akademija Pandev in North Macedonia, a country with participation rights in two major Union of European Football Association
(“UEFA”) competitions.
In
June 2023, Brera acquired a strategic stake in Manchester United PLC. In July 2023, the Company completed the acquisition of a majority
ownership in the Italian Serie A1 women’s professional volleyball team UYBA Volley S.s.d.a.r.l. In September 2023, the Company assumed
control of Bayanzurkh Sporting Ilch FC, a team in the Mongolian National Premier League, which will become Brera Ilch FC when the football
season resumes in March 2024. In January 2024, the Company announced the launch of a proactive search for an Italian Serie B football
club target designed to bring multi-club ownership of the highest tiers of professional sports ownership to mass investors through the
Company’s Nasdaq-listed shares. The Company is focused on bottom-up value creation from undervalued sports clubs and talent, 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 and other sports 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 or other sports, 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
Pierre
Galoppi, Chief Executive Officer
Brera Holdings PLC
pierre@breraholdings.com
Exhibit
99.2
Seasoned
Investment Banker Dan McClory Acquires Majority Stake in Brera Holdings
Brera’s
Executive Chairman triples his investment
DUBLIN,
Ireland and MILAN, Italy, March 06, 2024 (GLOBE NEWSWIRE) -- Brera Holdings PLC (“Brera Holdings”, “Brera” or the
“Company”) (Nasdaq: BREA) announces today that its Executive Chairman, Daniel J. McClory, an experienced figure in the investment
banking world, has acquired a majority stake in Brera Holdings, the first publicly-traded multi-club ownership (“MCO”) company
in global football (American soccer).
“I
believe that this strategic move underscores the robust confidence Mr. McClory places in Brera’s potential and heralds in a new era of
international focus and expansion beyond the Company’s Italian roots,” stated Pierre Galoppi, Brera’s Chief Executive Officer.
Daniel
J. McClory is an international investor, investment banker and venture philanthropist, who brings unparalleled expertise, vision, and
commitment to Brera, as evidenced by this recent acquisition of 4,550,000 Class A Ordinary Shares, for a total holding of 6,850,000 Class
A Ordinary Shares, cementing a 54.5% ownership position and securities entitling him to 83.7% of the total votes of the Company.
Mr.
McClory has extensive experience founding and financing growth companies and executing equity capital markets and merger & acquisition
transactions. Dan’s principal and advisory deals have spanned North and South America, Europe, Africa and Asia. His teams have ranked
in the Top Ten of league tables for placement agents and won “Deal of the Year” at the M&A Advisor Awards.
Dan
has completed IPOs and transactions for clients listed on Nasdaq, the NYSE, the London Stock Exchange, Toronto Stock Exchange, the Stock
Exchange of Hong Kong, Euronext Growth, and the Irish Stock Exchange. As Founder and CEO of Irvine, California-based Boustead & Company
Limited, he has led the firm’s expansion into Singapore, the UK, Switzerland, Mauritius, Monaco and Latin America.
Mr.
McClory serves on the Boards of the USA Track & Field Foundation, the Eastern Michigan University Champions Advisory Board, the American
Foundation of Savoy Orders, and the Alder Foundation, where he listed the first-ever foreign-funded, venture philanthropy-backed IPO
on Bovespa’s Social Stock Exchange in Brazil. He is a dual U.S and Italian citizen.
Mr.
Galoppi concluded, “This exciting development coincides with the welcoming of esteemed international business leaders to our Advisory
Board, who not only support the Brera mission and understand the inimitable opportunities but are committed to enhancing our strategic
capabilities to best position Brera for success. Together, we look forward to a future defined by growth, sustained innovation, and global
reach, empowered by the trust and leadership of Mr. McClory and our all-star Advisory Board.”
ABOUT
BRERA HOLDINGS PLC
Brera
Holdings PLC (Nasdaq: BREA) is focused on expanding its social impact football (American soccer) business by developing a global portfolio
of emerging football and other sports clubs with increased opportunities to earn tournament prizes, gain sponsorships, and provide other
professional football- and sports-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 in 2022. 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 owns the trademarked FENIX Trophy Tournament, a non-professional pan-European football competition
recognized by UEFA, inaugurated in September 2021 and organized by Brera FC. “FENIX” is an acronym for “Friendly European
Non-professional Innovative Xenial.” BBC Sport has called the FENIX Trophy “the Champions League for amateurs,” and Brera
FC hosted the 2023 finals at Milan’s legendary San Siro Stadium. In October 2022, the Internet Marketing Association at its IMPACT 22
Conference named Brera FC as its award recipient for “Social Impact Through Soccer,” recognizing the Company’s focus at an
international level with this distinction.
In
March 2023, the Company expanded to Africa with the establishment of Brera Tchumene FC, a team then admitted to the Second Division League
in Mozambique, a country of nearly 32 million people. Brera Tchumene FC won its post-season tournament and in November 2023 was promoted
to Mocambola, the First Division in Mozambique. In April 2023, the Company acquired 90% of the European first division football team
Fudbalski Klub Akademija Pandev in North Macedonia, a country with participation rights in two major Union of European Football Association
(“UEFA”) competitions.
In
June 2023, Brera acquired a strategic stake in Manchester United PLC. In July 2023, the Company completed the acquisition of a majority
ownership in the Italian Serie A1 women’s professional volleyball team UYBA Volley S.s.d.a.r.l. In September 2023, the Company assumed
control of Bayanzurkh Sporting Ilch FC, a team in the Mongolian National Premier League, which will become Brera Ilch FC when the football
season resumes in March 2024. In January 2024, the Company announced the launch of a proactive search for an Italian Serie B football
club target designed to bring multi-club ownership of the highest tiers of professional sports ownership to mass investors through the
Company’s Nasdaq-listed shares. The Company is focused on bottom-up value creation from undervalued sports clubs and talent, 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 and other sports 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 or other sports, 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
Pierre
Galoppi, Chief Executive Officer
Brera Holdings PLC
pierre@breraholdings.com
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