SLMT 6-K
Brera Holdings PLC (SLMT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2025.
Commission File Number 001-41606
BRERA HOLDINGS PLC
(Translation of registrant’s name into English)
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F o
Nasdaq Compliance
On July 11, 2025, the staff of the Nasdaq Listing Qualifications Department (“Staff”) notified Brera Holdings PLC (the “Company”) that the Company regained compliance with Nasdaq Listing Rule 5550(a)(2) (this regained compliance, “Listing Rule Compliance,” and letter for such notification, “Nasdaq Notice”). For the ten consecutive business days between June 26, 2025 to July 10, 2025, the closing bid price of the Company’s Class B Ordinary Shares was $1.00 per share or greater. Previously, on July 16, 2024, the Staff had notified the Company that its Class B Ordinary Shares failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days, as required by the Listing Rules of The Nasdaq Stock Market. A copy of the Nasdaq Notice is attached as Exhibit 99.1 to this Form 6-K (“Form 6-K”).
On July 14, 2025, the Company issued a press release announcing its Listing Rule Compliance. A copy of the press release is attached as Exhibit 99.2 to this Form 6-K.
| Exhibit No. | Description |
|---|---|
| 99.1 | Nasdaq Notice dated July 11, 2025 |
| 99.2 | Press Release dated July 14, 2025 |
1
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: July 14, 2025 | BRERA HOLDINGS PLC | |
|---|---|---|
| By: | /s/ Pietro<br> Bersani | |
| Pietro Bersani | ||
| Chief Executive Officer<br> and Chief Financial Officer |
2
Exhibit 99.1
Sent via Electronic Delivery to: [email protected];[email protected]; [email protected]
July 11, 2025
Mr. Dan McClory
Executive Chairman
Brera Holdings PLC
Connaught House, 5th Floor
One Burlington Road, Dublin 4
D04 C5Y6, Ireland
| Re: | Brera Holdings PLC (the “Company”) |
|---|---|
| Nasdaq Symbol:<br>BREA |
Dear Mr. McClory:
On July 16, 2024, Staff notified the Company that its Class B Ordinary Shares failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market. Since then, Staff has determined that for the last 10 consecutive business days, from June 26, 2025 to July 10, 2025, the closing bid price of the Company’s Class B Ordinary Shares has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed.^1^
If you have any questions, please contact me at +1 301 532 6389.
Sincerely,
Patryk Muter
Listing Analyst
Nasdaq Listing Qualifications
| ^1^ | Staff notes that Listing Rule 5810(c)(3)(A)(iv) states in<br>part, “if a Company’s security fails to meet the continued listing requirement for minimum bid price and the Company has<br>effected a reverse stock split over the prior one- year period; or has effected one or more reverse stock splits over the prior two-year<br>period with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified<br>in this Rule 5810(c)(3)(A) and the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with<br>respect to that security.” |
|---|
Exhibit 99.2
Brera Holdings PLC Regains Compliancewith Nasdaq Minimum Bid Price Requirement
DUBLIN, Ireland, July 14, 2025 (GLOBE NEWSWIRE) -- Brera Holdings PLC (“Brera Holdings,” “Brera” or the “Company”) (Nasdaq: BREA), an Ireland-based international holding company focused on expanding its global portfolio of men’s and women’s football clubs through a multi-club ownership (“MCO”) strategy, today announced that it received a written compliance notification from the staff of the Listing Qualifications Department of the Nasdaq Stock Market dated July 11, 2025 notifying the Company that it has regained compliance with the minimum bid price of US$1.00 per share requirement set forth under the Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
As previously disclosed on January 15, 2025, the Company had received formal notice from The Nasdaq Stock Market LLC (“Nasdaq”) that Nasdaq had granted the Company’s request for a second 180-day period, through July 14, 2025, to evidence compliance with the Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”).
As previously disclosed, on July 16, 2024, Nasdaq had notified the Company that it had failed to evidence a closing bid price of at least $1.00 per share for the prior 30-consecutive business day period and, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), was granted a 180-calendar day grace period to regain compliance with the Rule, through January 13, 2025. Prior to the expiration of the initial grace period and in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company requested, and, on January 15, 2025, Nasdaq granted the Company a second 180-calendar day period to regain compliance with the Rule, through July 14, 2025.
Accordingly, the Company has regained compliance with the Minimum Bid Price Requirement, and Nasdaq considers this matter now closed.
ABOUT BRERA HOLDINGS PLC
Brera Holdings PLC (Nasdaq: BREA) is dedicated to expanding its social impact football business by developing a global portfolio of emerging football and sports clubs. Building on the legacy of Brera FC, which it acquired in 2022, the Company aims to create opportunities for tournament prizes, sponsorships, and professional consulting services. Brera FC, recognized as “The Third Team of Milan,” has been crafting an alternative football legacy since its founding in 2000. The club also organizes the FENIX Trophy, a nonprofessional pan-European tournament acknowledged by UEFA. This tournament, which has been referred to as “the Champions League for Amateurs” by BBC Sport, has garnered significant media coverage, including from ESPN.
In its efforts to broaden its reach, Brera expanded into Africa in March 2023 by establishing Brera Tchumene FC in Mozambique, which quickly rose to the First Division after winning its post-season tournament. In April 2023, the Company acquired a 90% stake in the North Macedonian first-division team Fudbalski Klub Akademija Pandev, now known as Brera Strumica FC. Additionally, in June 2023, Brera made a strategic investment in Manchester United PLC, realizing a 74% gain. The Company further diversified its portfolio in July 2023, assuming control of Bayanzurkh Sporting Ilch FC, a Mongolian National Premier League team, which became Brera Ilch FC, and in September 2023 by establishing a joint stock company for the North Macedonian women’s football club Tiverija Strumica, now known as Brera Tiverija FC, a wholly-owned subsidiary of Brera Strumica FC, in June 2024.
On December 31, 2024, Brera executed an agreement to acquire a majority stake in the corporate capital of SS Juve Stabia srl, the company which manages the Italian Serie B football club Juve Stabia, also known as “The Second Team of Naples”. The acquisition of Brera’s 52% majority control position was concluded on June 20, 2025, following a multi-step process and marks a significant expansion of the Company’s MCO model. With a strategic emphasis on bottom-up value creation, innovation-driven growth, and socially impactful outcomes, Brera Holdings has established itself as a forward-thinking leader in the global sports industry. For more information, visit www.breraholdings.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to a number of factors, including without limitation, the Company’s ability to continue as a going concern, the popularity and/or competitive success of the Company’s acquired football and other sports teams, the Company’s ability to attract players and staff for acquired clubs, unsuccessful acquisitions or other strategic transactions, the possibility of a decline in the popularity of football or other sports, the Company’s ability to expand its fanbase, sponsors and commercial partners, general economic conditions, and other risk factors detailed in the Company’s filings with the SEC. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any responsibility to update such forward-looking statements except in accordance with applicable law.
Company Contact Information:
Dan McClory, Executive Chairman, Brera Holdings PLC
Email: [email protected]