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Brera Holdings PLC Acquires Majority Stake in Juve Stabia: Financial Report Insights

$BREA
Form 6-K
Filed on: 2025-01-10
Source
Brera Holdings PLC Acquires Majority Stake in Juve Stabia: Financial Report Insights

Here are the key insights extracted from the provided section of Brera Holdings PLC's financial report (Form 6-K):

  1. Company Overview:
  • Company Name: Brera Holdings PLC
  • Location: Connaught House, 5th Floor, One Burlington Road, Dublin, Ireland
  • Filing Date: January 10, 2025
  • Commission File Number: 001-41606
  1. Acquisition Agreement:
  • Brera Holdings PLC has entered into a Restated Sale and Purchase and Investment Agreement with XX Settembre Holding S.r.l. for the acquisition of a majority stake in the Italian Serie B football club Juve Stabia.
  • The total acquisition involves 51.73% of Juve Stabia's share capital over four closings scheduled between December 31, 2024, and March 31, 2025.
  1. Closing Schedule:
  • First Closing: 21.74% ownership for €1,000,000 in Class B Ordinary Shares.
  • Second Closing: 34.61% ownership for €500,000 in Class B Ordinary Shares.
  • Third Closing: 38.46% ownership for €500,000 in cash.
  • Final Closing: 51.73% ownership for €500,000 in cash and €500,000 in Class B Ordinary Shares based on VWAP.
  1. Financial Considerations:
  • Total purchase price for the stake: €3,000,000.
  • The Company will also provide €4,500,000 to increase the share capital of Juve Stabia over the four closings.
  1. Bonus Payments:
  • Potential bonus payments include:
    • €500,000 in Class B Ordinary Shares if Juve Stabia reaches Serie A promotion playoffs in the 2024-25 season.
    • €5,000,000 in Class B Ordinary Shares if promoted to Serie A by the conclusion of the 2024-25 season.
  1. Cancellation Agreement:
  • On December 31, 2024, Executive Chairman Daniel J. McClory cancelled $255,000 of indebtedness in exchange for 408,000 Class A Ordinary Shares.
  1. Compliance with Nasdaq Listing Rules:
  • The Company was notified on July 16, 2024, of non-compliance with Nasdaq's minimum bid price rule.
  • It has requested an additional 180-day grace period to comply, citing an expected increase in stockholders’ equity to over $5,000,000 due to recent transactions.
  1. Financial Health:
  • As of June 30, 2024, stockholders’ equity was reported at approximately €643,974 (~$674,815).
  • Recent transactions (including private placements) are expected to bolster this figure significantly.
  1. Press Release:
  • A press release regarding the acquisition agreement was issued on January 10, 2025, and is attached as an exhibit.

Overall, Brera Holdings PLC is actively pursuing strategic growth through the acquisition of a football club, with significant financial maneuvers aimed at increasing equity and meeting compliance requirements for its Nasdaq listing.