Brera Holdings PLC Announces Strategic Shelf Registration to Accelerate Global Football Club Acquisitions

Innovative Use of Capital Markets Positions Nasdaq-Listed Brera as a Pioneer in Multi-Club Ownership

DUBLIN, Ireland and MILAN, Italy, Feb. 05, 2024 (GLOBE NEWSWIRE) — Brera Holdings PLC (“Brera Holdings”, “Brera” or the “Company”) (Nasdaq: BREA), which one year ago became the first Italian football team to IPO on Nasdaq in order to bring multi-club ownership to investors worldwide, announces it has filed a Form F-3 shelf registration statement (the “F-3”) with the U.S. Securities and Exchange Commission (“SEC”). In a bold move to fuel its global expansion and acquisition strategy, this proactive step underscores Brera’s commitment to leveraging the capital markets to support its vision of acquiring and integrating football teams around the world, enhancing value for its shareholders, and fostering international development of the sport.

While Brera’s current market capitalization subjects it to the “baby shelf” provision, limiting its current capital raising under the F-3, once cleared by the SEC, to one-third of its non-affiliate aggregate worldwide market value, the Company views this as a strategic advantage. This limitation not only ensures a careful, measured approach to fundraising but also highlights Brera’s prudent financial management and commitment to sustainable growth. By securing the applied-for $100 million shelf registration, Brera positions itself to act swiftly and decisively as opportunities arise, allowing for immediate and ongoing access to permanent growth capital within the regulatory guidelines.

“Even considering the allowable parameters, we see this as a tremendous opportunity to strategically pace our growth and ensure that each acquisition aligns perfectly with our long-term vision,” said Pierre Galoppi, CEO of Brera Holdings.

The F-3 shelf registration provides the Company with the flexibility to issue securities in the future, based on favorable market conditions, without the need for an immediate SEC clearance for each particular capital raise. This approach allows Brera to minimize dilution for existing shareholders while pursuing its ambitious agenda of expanding its footprint in the global football landscape.

As Brera continues to pioneer the concept of multi-club ownership, this shelf registration underlines its commitment to transparency, regulatory compliance, and strategic growth.

ABOUT BRERA HOLDINGS PLC

Brera Holdings PLC (Nasdaq: BREA) is focused on expanding its social impact football (American soccer) business by developing a global portfolio of emerging football and other sports clubs with increased opportunities to earn tournament prizes, gain sponsorships, and provide other professional football- and sports-related consulting services.

The Company seeks to build on the legacy and brand of Brera FC, the first football club that was acquired by the Company in 2022. Brera FC, known as “The Third Team of Milan,” is an amateur football association which has been building an alternative football legacy since its founding in 2000. The Company owns the trademarked FENIX Trophy Tournament, a non-professional pan-European football competition recognized by UEFA, inaugurated in September 2021 and organized by Brera FC. “FENIX” is an acronym for “Friendly European Non-professional Innovative Xenial.” BBC Sport has called the FENIX Trophy “the Champions League for amateurs,” and Brera FC hosted the 2023 finals at Milan’s legendary San Siro Stadium. In October 2022, the Internet Marketing Association at its IMPACT 22 Conference named Brera FC as its award recipient for “Social Impact Through Soccer,” recognizing the Company’s focus at an international level with this distinction.

In March 2023, the Company expanded to Africa with the establishment of Brera Tchumene FC, a team then admitted to the Second Division League in Mozambique, a country of nearly 32 million people. Brera Tchumene FC won its post-season tournament and in November 2023 was promoted to Mocambola, the First Division in Mozambique. In April 2023, the Company acquired 90% of the European first division football team Fudbalski Klub Akademija Pandev in North Macedonia, a country with participation rights in two major Union of European Football Association (“UEFA”) competitions.

In June 2023, Brera acquired a strategic stake in Manchester United PLC. In July 2023, the Company completed the acquisition of a majority ownership in the Italian Serie A1 women’s professional volleyball team UYBA Volley S.s.d.a.r.l. In September 2023, the Company assumed control of Bayanzurkh Sporting Ilch FC, a team in the Mongolian National Premier League, which will become Brera Ilch FC when the football season resumes in March 2024. In January 2024, the Company announced the launch of a proactive search for an Italian Serie B football club target designed to bring multi-club ownership of the highest tiers of professional sports ownership to mass investors through the Company’s Nasdaq-listed shares. The Company is focused on bottom-up value creation from undervalued sports clubs and talent, innovation-powered business growth, and socially-impactful outcomes. See 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.

CONTACT INFORMATION:

FOR MEDIA AND INVESTOR RELATIONS
Pierre Galoppi, Chief Executive Officer
Brera Holdings PLC
pierre@breraholdings.com