Brera Holdings PLC Files 6-K for PIPE Transaction

TL;DR

Brera Holdings PLC doing a PIPE deal with investors on Sept 18, 2025.

AI Summary

On September 18, 2025, Brera Holdings PLC entered into securities purchase agreements with accredited investors for a PIPE transaction. The filing is a Report of Foreign Private Issuer for the month of September 2025.

Why It Matters

This filing indicates Brera Holdings PLC is engaging in a private investment in public equity (PIPE) transaction, which could impact its share structure and financial standing.

Risk Assessment

Risk Level: medium — PIPE transactions can dilute existing shareholders and signal a need for capital, potentially impacting stock price.

Key Players & Entities

• Brera Holdings PLC (company) — Filer of the report and party to the transaction
• September 18, 2025 (date) — Date of the securities purchase agreements
• Securities Purchase Agreements (document) — Agreements entered into for the PIPE transaction
• PIPE Investors (group) — Accredited investors participating in the transaction

FAQ

Key Financial Figures

• $0.05 — rdinary Shares, with a nominal value of $0.05 per share (the “Class B Ordinary
• $4.50 — Shares, at a combined offering price of $4.50 per Class B Ordinary Share and PIPE Com
• $4.45 — Shares, at a combined offering price of $4.45 per PIPE Pre-Funded Warrant to purchase
• $6.75 — e for 36 months at an exercise price of $6.75 per share. The PIPE Pre-Funded Warrants
• $300 m — for the PIPE Offering is approximately $300 million, which amount was paid in cash, U
• $1,000,000,000 — tive Date of the applicable year, up to $1,000,000,000 of SOL AUM, and 0.5% per annum of the a
• $9.00 — ck exchange is equal to or greater than $9.00 per share; and (iii) one-third of the p
• $11.25 — ck exchange is equal to or greater than $11.25 per share (each, a “ Performance
• $6,221 — “WPA Investor Warrant”) for $6,221 (the “WPA Investor Purchase&rdquo
• $2,000 — aser (the “DM Warrant”) for $2,000 (the “DM Warrant Purchase”)
• $650,000 — his services, Mr. Santori will be paid $650,000 per year. Additionally, Mr. Santori wil
• $1,000,000 — tori will be granted a signing bonus of $1,000,000 and an equity grant of $15,000,000 in R
• $15,000,000 — us of $1,000,000 and an equity grant of $15,000,000 in Restricted Stock Units which are sub

Filing Documents

• ea0258532-6k_brera.htm (6-K) — 56KB
• ea025853201ex3-1_brera.htm (EX-3.1) — 349KB
• ea025853201ex4-3_brera.htm (EX-4.3) — 89KB
• ea025853201ex4-4_brera.htm (EX-4.4) — 90KB
• ea025853201ex4-5_brera.htm (EX-4.5) — 91KB
• ea025853201ex10-3_brera.htm (EX-10.3) — 84KB
• ea025853201ex10-4_brera.htm (EX-10.4) — 469KB
• ea025853201ex10-5_brera.htm (EX-10.5) — 217KB
• ea025853201ex10-6_brera.htm (EX-10.6) — 58KB
• ea025853201ex10-7_brera.htm (EX-10.7) — 104KB
• ea025853201ex10-8_brera.htm (EX-10.8) — 54KB
• ea025853201ex10-9_brera.htm (EX-10.9) — 57KB
• ea025853201ex10-10_brera.htm (EX-10.10) — 54KB
• ea025853201ex99-1_brera.htm (EX-99.1) — 16KB
• ea025853201ex99-3_brera.htm (EX-99.3) — 118KB
• ex3-1_001.jpg (GRAPHIC) — 28KB
• ex10-5_001.jpg (GRAPHIC) — 7KB
• ex10-10_001.jpg (GRAPHIC) — 3KB
• ex10-10_002.jpg (GRAPHIC) — 2KB
• 0001213900-25-091823.txt ( ) — 1963KB

Forward-Looking Statements

Forward-Looking Statements This Report on Form 6-K contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. This Report on Form 6-K also includes express and implied forward-looking statements regarding the Company’s current expectations, estimates, opinions and beliefs that are not historical facts. Such forward-looking “intends,” “plans,” “estimates,” “projects,” “should” and “objective” and the negative and variations of such words and similar words. These statements are made on the basis of current knowledge and, by their nature, involve numerous assumptions and uncertainties. Nothing set forth herein should be regarded as a representation, warranty or prediction that the Company will achieve or is likely to achieve any particular future result. Actual results may differ materially from those indicated in the forward-looking statements because the realization of those results is subject to many risks and uncertainties, including the failure to realize the anticipated benefits of the PIPE Offering and related transactions, including the proposed digital asset treasury strategy, economic conditions, fluctuations in the market price of SOL, the impact on the Company’s business of the evolving regulatory environment, the ability of the Company to execute on its digital asset treasury strategy, risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally as well as those risks and uncertainties identified under the heading “Risk Factors” in the Company’s Annual Report on Form 20-F fo

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: September 25, 2025 BRERA HOLDINGS PLC By: /s/ Dr. Fabio Scacciavillani Dr. Fabio Scacciavillani Chief Financial Officer 7

View Full Filing

View this 6-K filing on SEC EDGAR