SCHEDULE 13D: Brera Holdings PLC Acquires Majority Stake in Italian Football Club S.S. Juve Stabia
Acquisition Disclosure
Brera Holdings PLC has acquired a 51.73% stake in Italian Serie B football club S.S. Juve Stabia S.r.l. for EUR3 million, paid through a combination of cash and Class B Ordinary Shares, with additional capital injections totaling EUR4.5 million.
Summary
- Brera Holdings PLC (the "Issuer") is acquiring a 51.73% stake in S.S. Juve Stabia S.r.l. (the "Reporting Person"), an Italian Serie B football club, from XX Settembre Holding S.r.l.
- The total purchase price for the 51.73% stake is EUR3,000,000, paid through a combination of cash and the issuance of Brera's Class B Ordinary Shares.
- Brera Holdings will also increase the share capital of S.S. Juve Stabia by an aggregate amount of EUR4,500,000.
- The acquisition and capital injections are structured over four closings: December 31, 2024, January 10, 2025, January 31, 2025, and March 31, 2025.
- As of January 10, 2025, Brera has paid EUR1,000,000 in cash (EUR500,000 on Dec 31, 2024, and EUR500,000 on Jan 10, 2025) and issued 3,200,000 Class B Ordinary Shares (1,600,000 on Dec 31, 2024, and 1,600,000 on Jan 10, 2025) at a price of $0.65 per share.
- S.S. Juve Stabia S.r.l. beneficially owns 3,200,000 Class B Ordinary Shares of Brera Holdings PLC, representing 26.2% of the class.
Sentiment
Score: 7
Explanation: The document describes a strategic acquisition and investment, indicating growth and expansion for Brera Holdings. While it's a factual disclosure, the underlying transaction is positive for the company's strategic direction.
Positives
- Brera Holdings PLC is strategically expanding its portfolio by acquiring a majority stake in an Italian Serie B football club, indicating growth and diversification.
- The acquisition includes significant capital injections totaling EUR4,500,000 into S.S. Juve Stabia, which is expected to strengthen the club's financial position and operational capabilities.
Risks
- The Reporting Person (S.S. Juve Stabia S.r.l.) reserves the right to change its plans or proposals regarding its holdings in Brera Holdings PLC, including acquiring additional securities or disposing of existing holdings, based on various factors such as business prospects, market conditions, and economic conditions.
- The Reporting Person may transfer shares beneficially owned by it for tax, estate, or other economic planning purposes.
Future Outlook
The Reporting Person expects to continuously evaluate its goals and objectives and other business opportunities, reserving the right to change its plans regarding its holdings in Brera Holdings PLC, including acquiring or disposing of securities based on market conditions, economic factors, and the Company's prospects.
Management Comments
- "The Reporting Person, however, expects to evaluate on a continuing basis its goals and objectives and other business opportunities, and may change its plans or proposals in the future."
Industry Context
This acquisition signifies Brera Holdings PLC's expansion into the professional football industry, specifically targeting Italian Serie B, indicating a strategy to build a portfolio of sports assets. This aligns with a broader trend of investment firms and holding companies acquiring stakes in sports clubs for strategic and financial returns.
Stakeholder Impact
- Shareholders of Brera Holdings PLC: Potential dilution from new share issuance, but also potential long-term value creation from strategic acquisition.
- Shareholders of XX Settembre Holding S.r.l.: Received cash and shares as consideration for the sale of S.S. Juve Stabia.
- S.S. Juve Stabia S.r.l. (the Club): Benefits from significant capital injections (EUR4.5 million), potentially improving financial stability and operational capabilities.
- Employees/Players of S.S. Juve Stabia: Potential for increased investment and stability in the club.
Next Steps
- Third closing of the acquisition on January 31, 2025.
- Fourth and final closing of the acquisition on March 31, 2025, including a EUR1,500,000 cash payment.
- The Reporting Person will continue to evaluate its goals and objectives regarding its holdings in Brera Holdings PLC.
Key Dates
| Date | Description |
|---|---|
| 12/31/2024 | Date of event requiring the filing of this statement; First closing of the Sale and Purchase and Investment Agreement (SPI Agreement); Issuer paid EUR500,000 cash and issued 1,600,000 Class B Ordinary Shares. |
| 01/07/2025 | Date of Issuer's Report on Form 6-K filing referencing the original SPI Agreement. |
| 01/10/2025 | Restated Sale and Purchase and Investment Agreement entered; Second closing, Issuer paid EUR500,000 cash and issued 1,600,000 Class B Ordinary Shares; Date of Issuer's Report on Form 6-K filing referencing the Restated SPI Agreement. |
| 01/17/2025 | Date of Schedule 13D filing signature by Filippo Polcino. |
| 01/31/2025 | Scheduled third closing of the acquisition as per the Restated SPI Agreement. |
| 03/31/2025 | Scheduled fourth and final closing of the acquisition, including a EUR1,500,000 cash payment from the Issuer to the Reporting Person. |
Keywords
Brera Holdings PLC, S.S. Juve Stabia, football club, Serie B, acquisition, investment, Class B Ordinary Shares, SEC filing, Schedule 13D, sports holdings, Italy
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