Form SC 13G - Statement of acquisition of beneficial ownership by individuals
February 13 2024 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.__)*
| BRERA HOLDINGS PLC |
| (Name of Issuer) |
| Class B Ordinary Shares, $0.005 nominal value per share |
| (Title of Class of Securities) |
| December 31, 2023 |
| (Date of Event which Requires Filing of This Statement) |
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
| * | The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 2 of 6 pages
| 1. |
NAMES OF REPORTING PERSONS
Niteroi Spa |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE VOTING POWER
|
2,500,000(1)(2) |
| 6. |
SHARED VOTING POWER
|
0 |
| 7. |
SOLE DISPOSITIVE POWER
|
2,500,000(1) |
| 8. |
SHARED DISPOSITIVE POWER
|
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000(1) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
38.7%(3) |
| 12. |
TYPE OF REPORTING PERSON
CO |
| (1) | Reflects 2,500,000 class B ordinary shares, $0.005 nominal value
per share (“Class B Ordinary Shares”), of Brera Holdings PLC (the “Issuer”), issuable upon conversion of 2,500,000
class A ordinary shares, $0.005 nominal value per share (“Class A Ordinary Shares”), of the Issuer, held directly by Niteroi
Spa. The Class A Ordinary Shares will convert on a one-to-one basis into Class B Ordinary Shares (i) at the option of the holder or (ii)
automatically upon the transfer of the Class A Ordinary Shares, except upon transfer to another holder of Class A Ordinary Shares. |
| (2) | The holders of Class A
Ordinary Shares are entitled to ten (10) votes for each Class A Ordinary Share held of record, and the holders of Class B Ordinary Shares
are entitled to one (1) vote for each Class B Ordinary Share held of record, on all matters submitted to a vote of the shareholders.
The amounts of voting power reflect the assumed prior conversion of the Class A Ordinary Shares beneficially owned by the Reporting
Persons (as defined below) into Class B Ordinary Shares. |
| (3) | The calculation assumes that there was a total of 6,460,000
Class B Ordinary Shares outstanding as of December 31, 2023, which is the sum of (i) the 3,960,000 Class B Ordinary Shares outstanding
as of December 31, 2023, and (ii) the 2,500,000 Class B Ordinary Shares issuable upon conversion of the Class A Ordinary Shares beneficially
owned by the Reporting Persons (as defined below). |
Page 3 of 6 pages
| 1. |
NAMES OF REPORTING PERSONS
Adrio Maria de Carolis |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE VOTING POWER
|
2,500,000(2)(4) |
| 6. |
SHARED VOTING POWER
|
0 |
| 7. |
SOLE DISPOSITIVE POWER
|
2,500,000(4) |
| 8. |
SHARED DISPOSITIVE POWER
|
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000(4) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
38.7%(3) |
| 12. |
TYPE OF REPORTING PERSON
IN |
| (4) | Reflects 2,500,000 Class B Ordinary Shares of the Issuer issuable
upon conversion of 2,500,000 Class A Ordinary Shares held directly by Niteroi Spa, which Adrio Maria de Carolis is deemed to beneficially
own. The Class A Ordinary Shares will convert on a one-to-one basis into Class B Ordinary Shares (i) at the option of the holder or (ii)
automatically upon the transfer of the Class A Ordinary Shares, except upon transfer to another holder of Class A Ordinary Shares. |
Page 4 of 6 pages
Item 1.
| |
(a) |
Name of Issuer:
Brera Holdings PLC |
| |
|
|
| |
(b) |
Address of Issuer’s principal executive offices:
Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6, Ireland |
Item 2.
| |
(a) |
Name of person filing:
This statement is being jointly filed by Niteroi Spa, an Italian joint-stock company, and Adrio Maria de Carolis, an individual (together, the “Reporting Persons”). |
| |
|
|
| |
(b) |
Address of the principal business office or, if none, residence:
The principal business address of Niteroi Spa is Piazza San Giorgio 2, 20121 Milan, Italy. The residence of Adrio Maria de Carolis is Via Numa Pompilio 2, 20123 Milan, Italy. |
| |
|
|
| |
(c) |
Citizenship:
Niteroi Spa is an Italian joint-stock company.
Adrio Maria de Carolis is a citizen of Italy. |
| |
|
|
| |
(d) |
Title of class of securities:
Class B Ordinary Shares, $0.005 nominal value per share |
| |
|
|
| |
(e) |
CUSIP No.:
G13311108 |
| |
|
|
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| |
(a) |
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| |
|
|
|
| |
(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| |
|
|
|
| |
(c) |
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| |
|
|
|
| |
(d) |
☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| |
|
|
|
| |
(e) |
☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
|
|
|
| |
(f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
|
|
|
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(g) |
☐ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| |
|
|
|
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(h) |
☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
|
|
|
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(i) |
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| |
|
|
|
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(j) |
☐ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| |
|
|
|
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(k) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 5 of 6 pages
| |
(a) |
|
Amount beneficially owned:
See Row
9 of the cover page for each Reporting Person. |
| |
|
|
|
|
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(b) |
|
Percent of class:
See Row 11 of the cover page
for each Reporting Person. |
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|
|
|
|
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(c) |
|
Number of shares as to which the person has: |
| |
|
|
|
|
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|
|
(i) |
Sole power to vote or to direct the vote: |
See Row 5 of the cover page for each Reporting Person. |
| |
|
|
(ii) |
Shared power to vote or to direct the vote: |
0
|
| |
|
|
(iii) |
Sole power to dispose or to direct the disposition of: |
See Row 7 of the cover page for each Reporting Person. |
| |
|
|
(iv) |
Shared power to dispose or to direct the disposition of: |
0 |
Item
5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [
].
Item
6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person.
Not applicable.
Item
8. Identification and Classification of Members of the Group.
Not applicable.
Item
9. Notice of Dissolution of Group.
Not applicable.
Item
10. Certifications.
Not applicable.
Page 6 of 6 pages
SIGNATURES
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 13, 2024 |
Niteroi Spa |
| |
|
|
| |
By: |
/s/ Adrio Maria de Carolis |
| |
Name: |
Adrio Maria de Carolis |
| |
Title: |
Director |
| |
|
|
| |
/s/ Adrio Maria de Carolis |
| |
Adrio Maria de Carolis |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of
them of a statement on Schedule 13G (including amendments thereto) with respect to the Class B Ordinary Shares, $0.005 nominal value per
share, of Brera Holdings PLC, and that this Agreement be included as an Exhibit to such joint filing.
Each of the undersigned acknowledges
that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13G, and for the completeness
and accuracy of the information concerning him, her, or it contained therein, but shall not be responsible for the completeness and accuracy
of the information concerning the other persons making such filings, except to the extent that he, she, or it knows or has reason to believe
that such information is inaccurate.
| Dated: February 13, 2024 |
Niteroi Spa |
| |
|
|
| |
By: |
/s/ Adrio Maria de Carolis |
| |
Name: |
Adrio Maria de Carolis |
| |
Title: |
Director |
| |
|
|
| |
/s/ Adrio Maria de Carolis |
| |
Adrio Maria de Carolis |
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