Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
September 27 2024 - 4:30PM
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 September, 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 ☐
Change in the Registrant’s
Certifying Accountant
Dismissal of Independent Registered Public Accounting Firm
On September 19, 2024, the Audit Committee of
the Board of Directors (the “Audit Committee”) of Brera Holdings PLC (the “Company”) dismissed its independent
registered public accounting firm, TAAD LLP (“TAAD”), effective immediately.
TAAD’s
audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and December
31, 2022 contained an explanatory paragraph relating to going concern, but did not otherwise contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to audit scope or accounting principles.
During
the fiscal years ended December 31, 2023 and December 31, 2022, and the subsequent interim period through the date of this report, there
were no disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and TAAD on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved
to TAAD’s satisfaction, would have caused TAAD to make reference to such disagreements in its audit reports.
During
the fiscal years ended December 31, 2023 and December 31, 2022, and the subsequent interim period through the date of this report, there
were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company furnished TAAD with a copy of this
report on Form 6-K, providing TAAD with the opportunity to furnish the Company with a letter addressed to the Securities and Exchange
Commission (the “SEC”) stating whether it agrees with the statements made by the Company herein in response to Item 304(a)
of Regulation S-K and if not, stating the respects in which it does not agree. Attached as Exhibit 16.1 is a copy of TAAD’s letter
addressed to the SEC relating to the statements made by the Company in this report.
Engagement of New Independent Registered
Public Accounting Firm
On September 19, 2024,
the Audit Committee appointed Reliant CPA PC (“Reliant”) as its new independent registered public accounting firm to audit
and review the Company’s financial statements.
During the fiscal years
ended December 31, 2023 and December 31, 2022, and subsequently during 2024 and through September
19, 2024, neither the Company (nor anyone on its behalf) consulted with Reliant regarding any of the matters described in paragraph (a)(2)(i)
or paragraph (a)(2)(ii) of Item 304 of Regulation S-K.
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 27, 2024 |
BRERA HOLDINGS PLC |
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By: |
/s/ Pierre Galoppi |
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Pierre Galoppi |
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Chief Executive Officer |
2
Exhibit 16.1
September 27, 2024
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C.20549
Ladies and Gentlemen:
We have read the statements made by Brera Holdings
PLC in its Form 6-K dated September 27, 2024, and we agree with the statements concerning our Firm in such Form 6-K.We have no basis to
agree or disagree with the other statements contained therein.
Very truly yours,
/s/ TAAD LLP.
Diamond Bar, California
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