SCHEDULE 13D: Brera Holdings Acquires Majority Stake in Italian Football Club Juve Stabia; XX Settembre Holding Becomes Major Shareholder

XX Settembre Holding S.r.l. has filed a Schedule 13D indicating its beneficial ownership of 45.8% of Brera Holdings PLC's Class B Ordinary Shares following the sale of its Italian football club, Juve Stabia, to Brera Holdings.

Summary

• Brera Holdings PLC entered into a Sale and Purchase and Investment Agreement (SPI Agreement) on December 31, 2024, with XX Settembre Holding S.r.l. to acquire 51.73% of the issued and outstanding share capital of S.S. Juve Stabia S.r.l., an Italian Serie B football club.
• The aggregate purchase price for the acquisition is EUR3,000,000, payable through a combination of cash and the issuance of Brera Holdings' Class B Ordinary Shares.
• Brera Holdings PLC committed to increasing the share capital of Juve Stabia by an aggregate amount of EUR4,500,000.
• The transaction is structured across four closings: December 31, 2024, January 10, 2025, January 31, 2025, and March 31, 2025.
• On December 31, 2024, Brera Holdings issued XX Settembre Holding EUR1,000,000 in Class B Ordinary Shares (1,600,000 shares at $0.65 per share) and paid Juve Stabia EUR500,000 in cash, along with issuing EUR1,000,000 in Class B Ordinary Shares (1,600,000 shares at $0.65 per share).
• On January 10, 2025, a Restated SPI Agreement was executed. On this date, Brera Holdings issued XX Settembre Holding EUR500,000 in Class B Ordinary Shares (800,000 shares at $0.65 per share) and paid Juve Stabia EUR500,000 in cash, along with issuing EUR1,000,000 in Class B Ordinary Shares (1,600,000 shares at $0.65 per share).
• Future payments include EUR500,000 cash to XX Settembre Holding on January 31, 2025, and on March 31, 2025, EUR500,000 cash to XX Settembre Holding, EUR500,000 in Class B Ordinary Shares to XX Settembre Holding (price based on 15-day VWAP), and EUR1,500,000 cash to Juve Stabia.
• As a result of these transactions, XX Settembre Holding S.r.l. beneficially owns 5,600,000 Class B Ordinary Shares of Brera Holdings PLC, representing 45.8% of the class.

Sentiment

Score: 7

Explanation: The document describes a significant, pre-arranged acquisition by Brera Holdings PLC, expanding its sports portfolio. The seller, XX Settembre Holding S.r.l., is becoming a major shareholder, indicating a strategic partnership. The transaction includes a substantial capital injection into the acquired club, which is a positive for its future.

Positives

• Brera Holdings PLC is expanding its portfolio by acquiring a majority stake in an Italian Serie B football club, Juve Stabia, which could diversify its assets and revenue streams.
• Juve Stabia will receive a significant capital injection of EUR4,500,000 from Brera Holdings, which can support the club's operations and growth.
• XX Settembre Holding S.r.l. becomes a substantial shareholder in Brera Holdings PLC, indicating a strategic alignment and potential long-term commitment.

Risks

• No specific risks related to the transaction or company operations are detailed in this filing, which primarily concerns beneficial ownership disclosure. The Reporting Person's future plans regarding their holdings are subject to various factors including company prospects, market conditions, economic conditions, and regulatory matters.

Future Outlook

The Reporting Person, XX Settembre Holding S.r.l., expects to continuously evaluate its goals and objectives, and may change its plans or proposals regarding its holdings in Brera Holdings PLC. Decisions to sell or retain securities will consider factors such as the Company's business and prospects, anticipated future developments, market conditions, general economic conditions, regulatory matters, and other available opportunities. The Reporting Person also reserves the right to acquire additional securities or dispose of existing holdings.

Industry Context

This acquisition by Brera Holdings PLC of an Italian Serie B football club, Juve Stabia, aligns with a broader trend of investment in sports assets by holding companies and private equity firms. Such investments often aim to capitalize on the growing global appeal of sports, potential media rights, and merchandising opportunities, while also providing capital injection for club development.

Legal Proceedings

• The Reporting Person, XX Settembre Holding S.r.l., has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• The Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, during the last five years.

Stakeholder Impact

• Shareholders of Brera Holdings PLC: Potential dilution due to the issuance of new Class B Ordinary Shares, but also potential for growth and diversification through the acquisition of a football club.
• XX Settembre Holding S.r.l.: Becomes a significant shareholder (45.8%) in Brera Holdings PLC, transitioning from a club owner to a major equity holder in the acquiring entity.
• Juve Stabia (the Club): Benefits from a substantial capital injection of EUR4,500,000 from Brera Holdings, which can support its financial stability and operational development.
• Employees and Fans of Juve Stabia: Potential for increased stability and investment in the club under new ownership by Brera Holdings.

Next Steps

• Third closing of the acquisition on January 31, 2025, involving a EUR500,000 cash payment from Brera Holdings to XX Settembre Holding S.r.l.
• Fourth and final closing of the acquisition on March 31, 2025, involving a EUR500,000 cash payment and EUR500,000 in Class B Ordinary Shares from Brera Holdings to XX Settembre Holding S.r.l., and a EUR1,500,000 cash payment from Brera Holdings to Juve Stabia.

Key Dates

Keywords

Brera Holdings PLC, XX Settembre Holding S.r.l., Juve Stabia, Football Club, Serie B, Acquisition, Beneficial Ownership, SEC Filing, Schedule 13D, Class B Ordinary Shares, Italy, Sports Investment