Form 424B3 - Prospectus [Rule 424(b)(3)]
December 29 2023 - 5:18PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268187
Prospectus Supplement No. 4 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. 4 (“Prospectus
Supplement No. 4”) 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. 4 and not otherwise defined herein have the meanings specified in the Prospectus.
This Prospectus Supplement No. 4 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 December 29, 2023.
This Prospectus Supplement No. 4 should be read
in conjunction with the Prospectus and Prospectus Supplement No. 1 filed with the SEC on August 11, 2023, Prospectus Supplement No. 2
filed with the SEC on September 11, 2023, and Prospectus Supplement No. 3 filed with the SEC on October 10, 2023 (together, the “Prior
Supplements”) and is qualified by reference to the Prospectus and the Prior Supplements, except to the extent that the information
in this Prospectus Supplement No. 4 supersedes the information contained in the Prospectus and the Prior Supplements, and may not be delivered
without the Prospectus and the Prior Supplements.
Our Class B Ordinary Shares are traded under the
symbol “BREA” on the Nasdaq Capital Market tier of The Nasdaq Stock Market LLC. On December 28, 2023, the closing price of
our Class B Ordinary Shares on the Nasdaq Capital Market was $0.7877.
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. 4
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No.
4 is December 29, 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 December, 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 ☐
Explanatory Note
Brera
Holdings PLC (the “Company”) is furnishing this Form 6-K to provide the unaudited consolidated financial statements for the
six months ended June 30, 2023 and 2022, including the operating and financial review and prospects for the period presented therein.
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: December 29, 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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