Brera Holdings PLC current report, Q4 FY2023

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Brera Holdings PLC Form 6-K Summary

Business Context and Reporting Period

Brera Holdings PLC filed this Form 6-K as a foreign private issuer for October 2023. The filing, dated October 6, 2023, reports material contracts involving acquisitions and management arrangements for sports clubs.

Key Financial and Operating Metrics

  • No revenue, profit, cash flow, margin, debt, liquidity, or other financial-statement metrics are provided in this filing.
  • On July 31, 2023, Brera acquired shares representing 51% of UYBA Volley S.s.d.a.r.l. for total consideration of €840,500, consisting of €390,500 paid to Selene S.a.s. and €450,000 paid to Giuseppe Pirola. The consideration was paid on the execution date.
  • Under the Bayanzurkh FC contract, Brera Milano will pay an aggregate fee of $30,000: $12,000 upon signing and $3,000 per month from November 2023 through April 2024.
  • Bayanzurkh FC’s existing management is responsible for the club’s October and November 2023 costs and will assist with sponsorship efforts. The filing references sponsorship contracts totaling $41,563.

Material Changes and Transactions

  • Brera acquired a controlling 51% interest in Italian volleyball club UYBA. The contract was filed with the Italian Office of the Registrar of Companies.
  • On September 27, 2023, wholly owned subsidiary Brera Milano entered into an agreement relating to Bayanzurkh Sporting Ilch FC in Mongolia.
  • Under that agreement, Brera Milano will appoint, or cause the appointment of, a new board and Chairman of the owning association, subject to Mongolian law and football federation regulations.
  • Brera Milano will license the Brera trademark for rebranding Bayanzurkh FC to include “Brera” before October 31, 2023.

Outlook, Contingencies, and Unusual Items

  • Brera Milano will invest in increasing Bayanzurkh FC’s visibility in Mongolia, Italy, and internationally.
  • If the required governance appointment or trademark rebranding is not completed, Brera Milano may terminate the Bayanzurkh FC contract immediately.
  • The Bayanzurkh FC contract has an initial five-year term and automatically renews for an additional five years unless terminated with at least 90 days’ notice.
  • The filing does not provide management guidance, earnings outlook, or quantified expected financial returns from either transaction.
  • The Bayanzurkh arrangement includes customary confidentiality and other covenants, and its effectiveness and benefits may depend on regulatory compliance, execution of the rebranding and governance changes, sponsorship development, and club operating performance.

Important Facts for Investors to Verify

  1. Review Exhibit 1.1 for the complete UYBA share-transfer terms, payment obligations, and ownership rights.
  2. Verify completion and ongoing effectiveness of Brera’s 51% UYBA ownership interest.
  3. Review Exhibit 1.2 for the Bayanzurkh FC governance, trademark, termination, renewal, and payment provisions.
  4. Confirm whether the $12,000 signing payment and subsequent monthly payments were made as scheduled.
  5. Assess the legal and practical ability to appoint Bayanzurkh FC’s Chairman under Mongolian law and football federation regulations.
  6. Verify the existence, enforceability, and economic value of the referenced sponsorship contracts totaling $41,563.
  7. Monitor any subsequent filings for financial reporting impacts, additional acquisition costs, operating results, or changes to these arrangements.