Brera Holdings PLC Files 2023 Annual Report

TL;DR

Brera Holdings PLC dropped its 2023 annual report (20-F) - check financials for the amusement & rec biz.

AI Summary

Brera Holdings PLC filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The company, incorporated in L2 and headquartered in Dublin, Ireland, operates in the Amusement & Recreation Services sector. This filing serves as an annual report, not a registration statement or transition report.

Why It Matters

This filing provides investors with a comprehensive overview of Brera Holdings PLC's financial performance and business operations for the fiscal year 2023, crucial for assessing the company's health and future prospects.

Risk Assessment

Risk Level: medium — As a 20-F filing, it represents an annual report for a foreign private issuer, which can involve different regulatory frameworks and reporting standards compared to domestic US companies.

Key Numbers

• 20231231 — Fiscal Year End (The period covered by the annual report.)
• 001-41606 — SEC File Number (Identifies the company's filings with the SEC.)

Key Players & Entities

• Brera Holdings PLC (company) — Registrant
• 0001213900-24-062719 (accession_number) — Filing identifier
• 20231231 (date) — Fiscal year end
• 20240719 (date) — Filing date
• 001-41606 (commission_file_number) — SEC file number
• 7900 (sic_code) — Standard Industrial Classification
• L2 (jurisdiction) — State of incorporation
• Dublin (location) — Business address city

FAQ

Key Financial Figures

• $0.005 — ch registered Class B Ordinary Shares, $0.005 nominal value per share BREA The Nasdaq
• $1 — eport were made at a rate of 0.9040 per $1.00, the noon buying rate as set forth i
• $1.00 — uying rate for EUR euros was 0.9235 per $1.00. No representation is made that the EUR

Filing Documents

• ea0209132-20f_brerahold.htm (20-F) — 2486KB
• ea020913201ex2-1_brera.htm (EX-2.1) — 108KB
• ea020913201ex4-26_brera.htm (EX-4.26) — 23KB
• ea020913201ex4-27_brera.htm (EX-4.27) — 22KB
• ea020913201ex4-28_brera.htm (EX-4.28) — 24KB
• ea020913201ex4-29_brera.htm (EX-4.29) — 73KB
• ea020913201ex4-30_brera.htm (EX-4.30) — 36KB
• ea020913201ex4-31_brera.htm (EX-4.31) — 44KB
• ea020913201ex8-1_brera.htm (EX-8.1) — 4KB
• ea020913201ex12-1_brera.htm (EX-12.1) — 9KB
• ea020913201ex13-1_brera.htm (EX-13.1) — 3KB
• ea020913201ex15-1_brera.htm (EX-15.1) — 2KB
• ea020913201ex97-1_brera.htm (EX-97.1) — 26KB
• image_001.jpg (GRAPHIC) — 18KB
• image_002.jpg (GRAPHIC) — 8KB
• image_003.jpg (GRAPHIC) — 127KB
• ex15-1_001.jpg (GRAPHIC) — 12KB
• 0001213900-24-062719.txt ( ) — 12774KB
• brer-20231231.xsd (EX-101.SCH) — 200KB
• brer-20231231_cal.xml (EX-101.CAL) — 68KB
• brer-20231231_def.xml (EX-101.DEF) — 579KB
• brer-20231231_lab.xml (EX-101.LAB) — 1033KB
• brer-20231231_pre.xml (EX-101.PRE) — 601KB
• ea0209132-20f_brerahold_htm.xml (XML) — 1751KB

Risk Factors

Risk Factors 1 Item 4. Information on the Company 15 4.A. History and Development of the Company 15 4.B. Business Overview 22 4.C. Organizational Structure 32 4.D. Property, Plants and Equipment 32 Item 4A. Unresolved Staff Comments 33 Item 5. Operating and Financial Review and Prospects 33 5.A. Operating Results 33 5.B. Liquidity and Capital Resources 38 5.C. Research and Development, Patents and Licenses, etc. 40 5.D. Trend Information 40 5.E. Critical Accounting Estimates 41 Item 6. Directors, Senior Management and Employees 42 6.A. Directors and Senior Management 42 6.B. Compensation 44 6.C. Board Practices 47 6.D. Employees 49 6.E. Share Ownership 50 6.F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 50 Item 7. Major Shareholders and Related Party Transactions 50 7.A. Major Shareholders 50 7.B. Related Party Transactions 51 7.C. Interests of Experts and Counsel 54 Item 8. Financial Information 54 8.A. Consolidated Statements and Other Financial Information 54 8.B. Significant Changes 54 Item 9. The Offer and Listing 54 9.A. Offer and Listing Details 54 9.B. Plan of Distribution 54 9.C. Markets 55 9.D. Selling Shareholders 55 9.E.

Dilution

Dilution 55 9.F. Expenses of the Issue 55 Item 10. Additional Information 55 10.A. Share Capital 55 10.B. Memorandum and Articles of Association 55 10.C. Material Contracts 55 10.D. Exchange Controls 55 10.E. Taxation 55 10.F. Dividends and Paying Agents 61 i 10.G. 61 10.H. Documents on Display 61 10.I. Subsidiary Information 61 10.J. Annual Report to Security Holders 62 Item 11.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 62 Item 12.

Description of Securities Other Than Equity Securities

Description of Securities Other Than Equity Securities 63 12.A. Debt Securities 63 12.B. Warrants and Rights 63 12.C. Other Securities 63 12.D. American Depositary Shares 63 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 64 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 64 Item 15.

Controls and Procedures

Controls and Procedures 64 Item 16. [Reserved] 65 Item 16A. Audit Committee Financial Expert 65 Item 16B. Code of Ethics 66 Item 16C. Principal Accountant Fees and Services 66 Item 16D. Exemptions from the Listing Standards for Audit Committees 67 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 67 Item 16F. Change in Registrant's Certifying Accountant 67 Item 16G. Corporate Governance 67 Item 16H. Mine Safety Disclosure 68 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 68 Item 16J. Insider Trading Policies 68 Item 16K. Cybersecurity 68 PART III Item 17.

Financial Statements

Financial Statements 69 Item 18.

Financial Statements

Financial Statements 69 Item 19. Exhibits 69 ii CERTAIN INFORMATION As used in this Annual Report on Form 20-F (the "Annual Report"), unless otherwise indicated or the context otherwise requires, references to: "Brera Holdings," "we," "us," "our," "the Company," or "our company" are to Brera Holdings PLC, including its subsidiaries. "Brera Ilch FC" and "Bayanzurkh FC" are to Bayanzurkh Sporting Ilch FC, a sports association incorporated under the laws of Mongolia, with whom we have a contract to assume management control of the team and rebrand as Brera Ilch FC. "Brera Milano" and "KAP" are to Brera Milano S.r.l., formerly KAP S.r.l., an Italian limited liability company (societ a responsabilit limitata), which is our wholly-owned subsidiary. "Brera Strumica FC," "Fudbalski Klub Akademija Pandev" and "FKAP" are to Fudbalski Klub Akademija Pandev, a joint stock company organized under the laws of North Macedonia, which is our 90%-owned subsidiary. "Brera Tchumene FC" and "Tchumene FC" are to Tchumene FC Sports Association, a football club organized under the laws of Mozambique, with whom we have a contract to sponsor and rebrand the club as Brera Tchumene FC. "Class A Ordinary Shares" are to our Class A Ordinary Shares, $0.005 nominal value per share. "Class B Ordinary Shares" are to our Class B Ordinary Shares, $0.005 nominal value per share. "Commission" or "SEC" are to the Securities and Exchange Commission. "CONIFA" are to the Confederation of Independent Football Associations, the international governing body for association football teams that are not affiliated with FIFA. "Exchange Act" are to the Securities Exchange Act of 1934, as amended. "FCD Brera," "Brera FC," "Brera Calcio" and "third team of Milan" are to the "Brera Football Club". "FENIX Trophy" are to the FENIX Trophy, which is a non-professional pan-European football tournament recognized by UEFA, which inaugurally ran from September 2021 to June 2022, now in its thi

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report contains many statements that are "forward-looking" and uses forward-looking terminology such as "anticipate," "believe," "could," "estimate," "expect," "future," "intend," "may," "ought to," "plan," "possible," "potentially," "predicts," "project," "should," "will," "would," negatives of such terms or other similar statements. You should not place undue reliance on any forward-looking statement due to its inherent risk and uncertainties, both general and specific. Although we believe the assumptions on which the forward-looking Report, any or all of those assumptions could prove to be inaccurate. As a result, the forward-looking statements based on those assumptions could also be incorrect. The forward-looking statements in this Annual Report include, without limitation, statements relating to: our goals and strategies; our future business development, financial condition and results of operations; our projected revenues, profits, earnings and other estimated financial information; our ability to secure additional funding necessary for the expansion of our business; the growth of and competition trends in our industry; our expectations regarding the popularity and competitive success of our sports clubs; our ability to maintain strong relationships with our fans, supporters and sponsors; fluctuations in general economic and business conditions in the markets in which we operate; and relevant government policies and regulations relating to our industry. The forward-looking statements included in this Annual Report are subject to known and unknown risks, uncertainties and assumptions about our businesses and business environments. These

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION 3.A. [Reserved] 3.B. Capitalization and Indebtedness Not applicable. 3.C. Reasons for the Offer and Use of Proceeds Not applicable. 3.D. Risk Factors You should carefully consider the following risk factors and all of the information contained in this Annual Report, including but not limited to, the matters addressed in the section titled "Forward-Looking Statements," and our financial information before you decide whether to invest in our securities. One or more of a combination of these risks could materially impact our business, financial condition or results of operations. In any such case, the market price of our securities could decline, and you may lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently do not consider to be material may also materially and adversely affect our business, financial condition or results of operations. Summary Risk Factors Risks Related to Our Business and Industry Our business is substantially dependent on the popularity and/or competitive success of our acquired teams, which cannot be assured. We had a concentration of credit risk because we derived our revenue from a limited number of customers. We source our materials from a limited number of suppliers. If we lose one or more of the suppliers, our operation may be disrupted, and our results of operations may be adversely and materially impacted. If we are unable to maintain and enhance our brand and reputation, or if events occur that damage our brand and reputation, our ability to expand our fanbase, sponsors, and commercial partners or to sell significant quantities of our services may be impaired. Our business is dependent upon our ability to attract players and staff, including management, recruiters, and coaches for our acquired clubs. Injuries to, and illness of, players in our acquired clubs could hinder our success. We may pursue acquisitions and other stra

View Full Filing

View this 20-F filing on SEC EDGAR