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Brera Holdings PLC Secures $2.7M in Series A Financing - Key Insights & Details

$BREA
Form 6-K
Filed on: 2024-12-27
Source
Brera Holdings PLC Secures $2.7M in Series A Financing - Key Insights & Details

Here are the key insights extracted from the financial report of Brera Holdings PLC:

Company Overview

  • Name: Brera Holdings PLC
  • Headquarters: Connaught House, 5th Floor, One Burlington Road, Dublin 4, Ireland
  • SEC File Number: 001-41606
  • Report Type: Form 6-K (Report of Foreign Private Issuer)

Financing Transaction

  • Event Date: Initial closing on December 23, 2024, followed by a second closing on December 27, 2024.
  • Total Proceeds Raised: $2.7 million from the sale of 540,000 Series A Preferred Shares.
  • Initial Closing: $2.5 million from 500,000 shares at $5.00 per share.
  • Second Closing: $200,000 from 40,000 shares.
  • Offering Structure: The offering is authorized to raise up to $10 million through the sale of a maximum of 2,000,000 Series A Preferred Shares.

Placement Agent

  • Agent: Boustead Securities LLC
  • Fees Structure:
  • 7% commission on the gross amount raised.
  • 1% non-accountable expense allowance.
  • 5-year warrants to acquire Series A Preferred Shares, not exceeding 7% of the gross amount raised, at an exercise price of $5.00.

Terms of Series A Preferred Shares

  • Liquidation Preference: $5.00 per share.
  • Conversion: Each Series A Preferred Share is convertible into eight Class B Ordinary Shares.
  • Options: Call and put options available after specified periods.
  • Investor Warrants: No investor warrants were issued in this transaction.

Use of Proceeds

  • The net proceeds will be allocated towards:
  • The company's acquisition strategy.
  • Other growth initiatives.
  • Working capital and general corporate purposes.

Regulatory Compliance

  • The offering is exempt from registration under Rule 506(b) of Regulation D and Regulation S.
  • No public market for Series A Preferred Shares is expected to develop.

Further Information

  • The Subscription Agreement and Certificate of Designation of Series A Preferred Shares is available as Exhibit 1.1 to this report.

Signatory

  • CEO: Pierre Galoppi
  • Date of Signing: December 27, 2024

This summary encapsulates the essential details regarding the financing transaction, terms, use of proceeds, and regulatory aspects related to Brera Holdings PLC's recent activities.