Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
June 12 2023 - 4:35PM
Edgar (US Regulatory)
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 June, 2023.
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 ☐
Departure
of Director and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
June 5, 2023, Sergio Carlo Scalpelli gave written notice to Brera Holdings PLC (the “Company”) confirming his irrevocable
resignation, effective as of June 12, 2023, from his positions with the Company as a member of the board of directors (the “Board”)
and as Chief Executive Officer. Mr. Scalpelli’s resignation was not a result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.
On
June 5, 2023, Amedeo Montonati gave written notice to the Company confirming his irrevocable resignation, effective as of June 12, 2023,
from his position as the Company’s Chief Financial Officer. Mr. Montonati’s resignation was not a result of any
disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On June 9, 2023, the Board
appointed Pierre Galoppi as a member of the Board, Chief Executive Officer, and Interim Chief Financial Officer, effective as of 4:00
P.M. Eastern Time on June 12, 2023. Pursuant to a consulting agreement between the Company and Pierre Galoppi, beginning as of June 12,
2023, Mr. Galoppi will be paid an annual salary of $130,000 per year, payable on the first of each month, and will be granted a restricted
share award under the Brera Holdings PLC 2022 Equity Incentive Plan of 65,000 Class B Ordinary Shares, vesting equally over three years.
Mr. Galoppi will also be eligible to receive a performance bonus at the discretion of the Compensation Committee of the Board.
Mr.
Galoppi, age 63, has served as the Managing Director of 1st PMG Capital Corporation, which provides consulting services in the areas
of capital markets entry, fundraising, strategic partnerships, mergers and acquisitions and financial services, since February 2007.
Through 1st PMG Capital Corporation, Mr. Galoppi has worked with a number of companies in the preparation of U.S. Securities and Exchange
Commission registration statements, as well as the filings associated with their public listing requirements. Mr. Galoppi has more than
30 years of experience with strategic business and financial services across a number of industries in the mid-level capital markets
segment, including natural resources, aviation, cybersecurity, telecommunications, tourism, and international marketing. Mr. Galoppi’s
transactional experience extends to Latin America, the Caribbean, Canada, Europe, and the United States. Mr. Galoppi was born and raised
in Rome, Italy, and is a dual citizen of Canada and Italy. Mr. Galoppi is fluent in English, Spanish, Portuguese, Italian, and French.
Mr. Galoppi earned a Bachelor of Commerce degree and a Master of Business Administration degree from Concordia University in Montreal,
Canada.
There
is no arrangement or understanding with any person pursuant to which Mr. Galoppi was appointed as member of the Board. There are no family
relationships between Mr. Galoppi and any director or executive officer of the Company. Mr. Galoppi has not been involved in any transaction
with the Company since January 1, 2022 that would require disclosure under Item 404(a) of Regulation S-K.
The
Company has commenced a search for a permanent Chief Financial Officer.
On
June 12, 2023, the Company issued a press release announcing the resignations of Mr. Scalpelli and Mr. Montonati and the appointment
of Mr. Galoppi. A copy of this press release is attached hereto as Exhibit 99.1.
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: June 12, 2023 |
BRERA HOLDINGS PLC |
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By: |
/s/ Daniel
Joseph McClory |
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Daniel Joseph McClory |
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Executive Chairman |
2
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