Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268187
Prospectus Supplement No. 2 to Prospectus dated
May 24, 2023
Brera Holdings PLC
105,000 Class B Ordinary Shares issuable upon
exercise of the Representative’s Warrants
This Prospectus Supplement No. 2 (“Prospectus
Supplement No. 2”) relates to the Prospectus of Brera Holdings PLC (“we,” “us,” or “our”), dated
May 24, 2023 (the “Prospectus”), which forms a part of our Post-Effective Amendment No. 1 to Registration Statement on Form
F-1 (Registration No. 333-268187), relating to 105,000 Class B Ordinary Shares, nominal value $0.005
per share (the “Class B Ordinary Shares”), issuable upon exercise of the Representative’s Warrants. Capitalized
terms used in this Prospectus Supplement No. 2 and not otherwise defined herein have the meanings specified in the Prospectus.
This Prospectus Supplement No. 2 is being filed
to include the information in our Report on Form 6-K which was furnished to the Securities and Exchange Commission (the “SEC”)
on September 1, 2023.
This Prospectus Supplement No. 2 should be read
in conjunction with the Prospectus and Prospectus Supplement No. 1 filed with the SEC on August 11, 2023 (the “Prior Supplement”)
and is qualified by reference to the Prospectus and the Prior Supplement, except to the extent that the information in this Prospectus
Supplement No. 2 supersedes the information contained in the Prospectus and the Prior Supplement, and may not be delivered without the
Prospectus and the Prior Supplement.
Our Class B Ordinary Shares are traded under the
symbol “BREA” on the Nasdaq Capital Market tier of The Nasdaq Stock Market LLC. On September 8, 2023, the closing price of
our Class B Ordinary Shares on the Nasdaq Capital Market was $1.39.
We are an “emerging growth company” under applicable
federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for the Prospectus
and other filings.
We are a “foreign private issuer”
under applicable federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements
for the Prospectus and other filings.
INVESTING IN OUR SECURITIES INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE RISKS DESCRIBED IN OR INCORPORATED BY REFERENCE INTO THE “RISK FACTORS”
SECTION ON PAGE 9 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement No. 2
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 2
is September 1, 2023.
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
September, 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 ☐
Entry into a Letter
of Intent
On August 28, 2023, Brera
Milano S.r.l., an Italian limited liability company (società a responsabilità limitata) (“Brera Milano”) and
wholly-owned subsidiary of Brera Holdings PLC, a public limited company incorporated in the Republic of Ireland (the “Company”),
entered into an exclusive letter of intent (the “Letter of Intent”) with Bayanzurkh Ilch FC, a sports association incorporated
under the laws of Mongolia (“Bayanzurkh FC”), relating to the acquisition of Bayanzurkh FC by Brera Milano.
Pursuant to the Letter
of Intent, Brera Milano will take control of Bayanzurkh FC’s management by transforming it from a sports association into a limited
liability company and will rebrand Bayanzurkh FC to include the term “Brera” before the resumption of the football season
in March 2024, which if not met will allow Brera Milano the right to terminate the Letter of Intent. Brera Milano will pay Bayanzurkh
FC an aggregate fee of $30,000 comprised of (i) $12,000 at the operation execution activity kick-off following the signing of the Letter
of Intent and (ii) $3,000 per month for 6 months and will invest in developing the visibility of Bayanzurkh FC throughout Mongolia and
Italy and internationally. Bayanzurkh FC’s current management will guarantee sponsorship contracts with third-party companies for
an overall value between $50,000 and $90,000 for the 2024-25 football season.
The Letter of Intent
contains customary covenants including as to due diligence, exclusivity, and confidentiality.
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.
On August 31, 2023, the
Company issued a press release announcing the Letter of Intent. 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: September 1, 2023 |
BRERA HOLDINGS PLC |
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By: |
/s/ Pierre Galoppi |
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Pierre Galoppi |
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Chief Executive Officer |
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