Brera Holdings Amends 20-F, Clarifies Share Capital for 2024

TL;DR

**Brera Holdings' 20-F/A is a minor administrative update, but the clarified share count is crucial for investors to accurately value the stock.**

AI Summary

Brera Holdings PLC filed an Amendment No. 1 to its Form 20-F for the fiscal year ended December 31, 2024, primarily to update its share capital information. As of December 31, 2024, the company reported 6,258,000 Class A Ordinary Shares and 9,825,000 Class B Ordinary Shares outstanding, each with a $0.005 nominal value per share. This amendment clarifies the exact number of shares outstanding, which is crucial for investor valuation and ownership calculations. The company's Class B Ordinary Shares, trading under the symbol BREA, are registered on The Nasdaq Stock Market LLC. The filing confirms Brera Holdings PLC is not a well-known seasoned issuer and is required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. The primary business address remains Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6, Ireland, with Pierre Galoppi serving as Chief Executive Officer. This amendment does not introduce new financial results or significant business changes beyond the updated share count.

Why It Matters

This amendment provides critical clarity on Brera Holdings PLC's outstanding share capital as of December 31, 2024, directly impacting per-share metrics and investor dilution calculations. For investors, knowing the precise number of 6,258,000 Class A and 9,825,000 Class B Ordinary Shares is fundamental for accurate valuation models and understanding ownership stakes. Employees holding stock options or restricted stock units will also find this information relevant for assessing the value of their holdings. In a competitive market, transparent and accurate share counts are essential for maintaining investor confidence and ensuring fair market pricing against peers in the amusement and recreation services sector.

Risk Assessment

Risk Level: low — The risk level is low because this 20-F/A is an amendment primarily to update share capital information, specifically stating 6,258,000 Class A and 9,825,000 Class B Ordinary Shares outstanding as of December 31, 2024. It does not introduce new financial risks, operational changes, or adverse events, merely correcting or clarifying previously filed data. The amendment itself indicates a commitment to regulatory accuracy.

Analyst Insight

Investors should update their valuation models with the precise outstanding share counts of 6,258,000 Class A and 9,825,000 Class B Ordinary Shares as of December 31, 2024. This administrative filing does not warrant immediate trading action but reinforces the importance of accurate data for long-term analysis of Brera Holdings PLC.

Key Numbers

• 6,258,000 — Class A Ordinary Shares outstanding (As of December 31, 2024, crucial for ownership calculations)
• 9,825,000 — Class B Ordinary Shares outstanding (As of December 31, 2024, crucial for ownership calculations and market valuation)
• $0.005 — Nominal value per share (Applies to both Class A and Class B Ordinary Shares)
• 20241231 — Conformed Period of Report (Fiscal year-end for the amended annual report)
• 20250528 — Filed As Of Date (Date the 20-F/A was filed)

Key Players & Entities

• Brera Holdings PLC (company) — Registrant filing the 20-F/A
• Pierre Galoppi (person) — Chief Executive Officer of Brera Holdings PLC
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq Stock Market LLC (company) — Exchange where Class B Ordinary Shares are registered
• Ireland (regulator) — Jurisdiction of incorporation for Brera Holdings PLC
• 001-41606 (regulator) — Commission file number
• Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6 (company) — Principal executive offices address

FAQ

Industry Context

Brera Holdings PLC operates within the amusement and recreation services sector (SIC code 7900). This industry is characterized by a wide range of businesses, from traditional entertainment venues to digital gaming and sports-related activities. Key trends include the increasing demand for experiential entertainment, the impact of digital transformation on service delivery, and evolving consumer preferences. Competition can be intense, with players ranging from large established corporations to smaller niche operators.

Regulatory Implications

As a foreign private issuer with securities traded on Nasdaq, Brera Holdings PLC is subject to U.S. securities laws and SEC regulations, including the requirement to file annual reports on Form 20-F. The filing of this amendment (20-F/A) indicates ongoing compliance with these reporting obligations. Failure to adhere to these regulations could result in penalties or delisting.

What Investors Should Do

1. Review the updated share capital structure.
2. Note the company's status as a non-well-known seasoned issuer.
3. Confirm the listing details for Class B Ordinary Shares.

Key Dates

• 2024-12-31: Fiscal year end — This is the period-end date for which Brera Holdings PLC filed its amended annual report (20-F/A).
• 2025-05-28: Filing of Amendment No. 1 to Form 20-F — This amendment primarily updated the share capital information, providing clarity on the number of outstanding shares as of the fiscal year-end.
• 2022-07-26: Date of name change from Brera Holdings Ltd — Indicates a significant corporate restructuring or rebranding event in the company's history.

Glossary

Form 20-F/A

An amendment to a Form 20-F, which is an annual report required for foreign private issuers with securities registered in the U.S. The 'A' signifies an amendment to a previously filed report. (This filing is an amendment to Brera Holdings PLC's annual report, specifically to update share capital details.)

Nominal value per share

The par value of a share, which is a nominal accounting value assigned to a security by the issuer. It is often a very small amount, like $0.005. (Clarifies the stated par value for both Class A and Class B Ordinary Shares of Brera Holdings PLC, which is $0.005.)

Class A Ordinary Shares

A class of ordinary shares issued by Brera Holdings PLC. These shares have a nominal value of $0.005 each. (The filing specifies that 6,258,000 Class A Ordinary Shares were outstanding as of December 31, 2024.)

Class B Ordinary Shares

Another class of ordinary shares issued by Brera Holdings PLC, with a nominal value of $0.005 each. These shares are traded on Nasdaq under the symbol BREA. (The filing states that 9,825,000 Class B Ordinary Shares were outstanding as of December 31, 2024, and are listed on The Nasdaq Stock Market LLC.)

Well-known seasoned issuer

A type of issuer that meets certain eligibility requirements, allowing them to file registration statements on a delayed basis and access the capital markets more efficiently. (Brera Holdings PLC is explicitly stated as not being a well-known seasoned issuer, meaning it does not qualify for certain streamlined SEC filing procedures.)

Section 13 or 15(d) of the Securities Exchange Act of 1934

Sections of the U.S. Securities Exchange Act of 1934 that mandate reporting requirements for companies whose securities are traded in the U.S. or that have filed a registration statement with the SEC. (Confirms Brera Holdings PLC's obligation to file periodic reports with the SEC under these sections.)

Year-Over-Year Comparison

This filing is an amendment (20-F/A) to the annual report for the fiscal year ended December 31, 2024. As it primarily serves to update share capital information and does not introduce new financial results or significant business changes, a direct comparison of key financial metrics like revenue or net income to a prior year's filing is not possible based on this amendment alone. The amendment's focus is on the precise number of outstanding shares (6,258,000 Class A and 9,825,000 Class B) as of the reporting period's end.

Filing Details

This Form 20-F/A (Form 20-F/A) was filed with the SEC on May 28, 2025 by Pierre Galoppi regarding Brera Holdings PLC (SLMT).

View full filing on EDGAR

View Full Filing

View this 20-F/A filing on SEC EDGAR