SCHEDULE 13D/A: Brera Holdings PLC Converts $50,000 Debt to Equity, Adjusting Key Shareholder Stakes

Brera Holdings PLC has announced the cancellation of $50,000 in debt owed to Daniel Joseph McClory in exchange for 80,000 Class A Ordinary Shares, leading to updated beneficial ownership percentages for key stakeholders.

Summary

• Brera Holdings PLC entered into a Cancellation and Exchange Agreement with Daniel Joseph McClory, effective December 31, 2024.
• Under the agreement, $50,000 of outstanding principal debt owed to Mr. McClory was cancelled.
• In exchange for the debt cancellation, Brera Holdings PLC will issue 80,000 Class A Ordinary Shares to Mr. McClory.
• The Company's board of directors approved the issuance of these shares on May 15, 2025.
• Daniel Joseph McClory's beneficial ownership in Brera Holdings PLC is now 7,338,000 Class B Ordinary Shares (equivalent), representing 38.3% of the class.
• Pinehurst Partners LLC, managed by Mr. McClory, beneficially owns 2,250,000 Class B Ordinary Shares (equivalent), representing 14.9% of the class.
• BREA Holdings, LLC, also managed by Mr. McClory, beneficially owns 4,550,000 Class B Ordinary Shares (equivalent), representing 27.8% of the class.
• The Class A Ordinary Shares carry ten votes per share and are convertible to Class B Ordinary Shares (one vote per share) on a one-to-one basis at the holder's option or automatically upon transfer (except to another Class A holder).

Sentiment

Score: 6

Explanation: The conversion of debt to equity is generally positive for the company's balance sheet by reducing liabilities. However, it introduces dilution for existing shareholders. The transaction is with a related party, which can be viewed neutrally or with slight caution depending on the terms. Overall, it's a standard financial restructuring move.

Positives

• Reduction of $50,000 in outstanding principal debt for Brera Holdings PLC, strengthening the company's balance sheet.
• Converts a liability into equity, potentially reducing future interest obligations.
• Aligns the interests of a significant creditor (Daniel Joseph McClory) with those of shareholders by making him an equity holder.

Negatives

• Issuance of 80,000 Class A Ordinary Shares will result in dilution for existing shareholders.
• The shares issued are restricted securities, limiting immediate liquidity for the recipient.

Risks

• The newly issued shares are characterized as restricted securities under U.S. federal securities laws and may only be resold without registration under the Securities Act in certain limited circumstances.
• The shares have not been registered under the Securities Act or any state securities laws.
• The Creditor acknowledges that an investment in the Shares is speculative and involves a high degree of risk.
• The Creditor understands there are no registration rights associated with the shares being acquired.

Future Outlook

The document primarily details a past transaction (debt-to-equity conversion) and its impact on beneficial ownership. It does not provide explicit forward-looking statements or guidance regarding future financial performance or strategic initiatives beyond the immediate effect of the transaction.

Management Comments

• "The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations there under."
• "The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith."

Industry Context

This transaction is a specific corporate finance event for Brera Holdings PLC, involving the restructuring of a debt obligation into equity. While debt-to-equity conversions are common tools for companies to manage their balance sheets and reduce liabilities, this filing does not provide broader industry context or trends.

Related Party Transactions

• The Cancellation and Exchange Agreement is between Brera Holdings PLC and Daniel Joseph McClory, who is a significant beneficial owner (38.3%) and also the Managing Member of Pinehurst Partners LLC and BREA Holdings, LLC, both of which are major shareholders. The CEO, Pierre Galoppi, signed on behalf of the Company, and Daniel Joseph McClory signed for himself and the other reporting entities, indicating a related-party transaction.

Stakeholder Impact

• Shareholders: Existing shareholders will experience dilution due to the issuance of 80,000 new Class A Ordinary Shares. However, the company's balance sheet is strengthened by the reduction of $50,000 in debt.
• Creditors: The specific creditor, Daniel Joseph McClory, has converted his debt into equity, aligning his interests with the company's long-term performance. Other creditors may view the reduction in overall company debt positively.

Next Steps

• Issuance of 80,000 Class A Ordinary Shares to Daniel Joseph McClory as soon as practicable after the effective date of the agreement (December 31, 2024).

Key Dates

Keywords

Brera Holdings PLC, Daniel Joseph McClory, Debt-to-Equity Conversion, Share Issuance, Class A Ordinary Shares, Schedule 13D, Beneficial Ownership, SEC Filing, Corporate Finance, Debt Cancellation, Equity Dilution