Brera Holdings PLC — Form 6-K Summary
Business Context and Reporting Period
Brera Holdings PLC, an Irish public limited company and foreign private issuer, filed this Form 6-K for December 2023. The filing reports a Nasdaq continued-listing deficiency concerning the company’s Class B Ordinary Shares.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial results.
Material Changes and Listing Status
- On December 4, 2023, Nasdaq notified the company that its Class B Ordinary Shares did not meet the $1.00 minimum closing bid price requirement under Nasdaq Listing Rule 5550(a)(2).
- The deficiency was based on the shares’ closing bid price during the 30 consecutive business days from October 20 through December 1, 2023.
- The shares remain listed on the Nasdaq Capital Market at this time, but the company was to be included on Nasdaq’s public list of non-compliant companies.
Outlook, Risks, and Contingencies
- The company received 180 calendar days, through June 3, 2024, to regain compliance by maintaining a closing bid price of at least $1.00 for a minimum of 10 consecutive business days.
- The company may qualify for an additional 180-day compliance period if it meets Nasdaq’s market-value-of-publicly-held-shares and other applicable listing requirements.
- The company may need to provide written notice of its intention to cure the deficiency through a reverse stock split if necessary.
- If the company does not regain compliance or qualify for the additional period, Nasdaq may issue a delisting determination. The company would then have the opportunity to appeal to a Nasdaq Hearings Panel.
- Management stated that it intends to monitor the closing bid price and may consider available actions to regain compliance.
Investor Verification Items
- Verify whether the Class B Ordinary Shares regained the $1.00 minimum bid price by June 3, 2024.
- Confirm whether Nasdaq granted an additional compliance period or initiated delisting proceedings.
- Assess any reverse stock split or other corporate action used to address the deficiency.
- Review subsequent filings for the company’s financial condition, liquidity, and ability to satisfy Nasdaq’s other listing requirements.