Brera Holdings Announces Anticipated Receipt of Nasdaq Additional Deficiency Notice

Rhea-AI Summary

Brera Holdings (Nasdaq: BREA) has received a formal notice from Nasdaq's Listing Qualifications Staff on February 3, 2025, indicating non-compliance with Nasdaq Listing Rule 5620(a). The company failed to hold an annual shareholders meeting within twelve months of its fiscal year end December 31, 2023.

The company has been given 45 calendar days until March 20, 2025, to submit a compliance plan. Nasdaq Staff may grant an exception through June 30, 2025, to regain compliance. Brera Holdings plans to hold its annual shareholders meeting in March 2025.

Positive

• Company has proactively announced plans to hold annual meeting in March 2025
• Nasdaq provided extension opportunity through June 30, 2025

Negative

• Non-compliance with Nasdaq listing requirements
• Failure to hold mandatory annual shareholder meeting within required timeframe
• Risk of potential delisting if compliance is not achieved

Insights

Financial Compliance Analyst

This Nasdaq deficiency notice represents a significant governance and compliance challenge for Brera Holdings. The failure to hold a timely annual shareholder meeting raises several red flags for investors and highlights potential operational issues within the company's corporate governance structure.

The implications are particularly concerning given that Brera Holdings operates as an international sports club holding company, where transparent governance and shareholder communication are important for maintaining investor confidence. The 45-day deadline to submit a compliance plan puts significant pressure on management to demonstrate their ability to meet basic listing requirements.

While the company's stated intention to hold the meeting in March 2025 shows proactive steps toward resolution, investors should note several key considerations:

• This type of deficiency often indicates broader organizational challenges, particularly in small-cap companies with administrative resources
• The timing gap between fiscal year end and the planned meeting date suggests possible internal delays in financial reporting or audit processes
• Failure to maintain listing compliance can trigger forced selling by institutional investors with mandate restrictions
• The additional scrutiny from Nasdaq could impact the company's ability to raise capital or pursue strategic initiatives in the near term

The market's response to such notices typically manifests in increased volatility and reduced liquidity as institutional investors reassess their positions. While this deficiency is potentially resolvable within the given timeframe, it warrants close monitoring of the company's ability to execute its compliance plan and maintain its listing status.

Dublin, Ireland, Feb. 07, 2025 (GLOBE NEWSWIRE) -- Brera Holdings PLC (“Brera Holdings” or “the Company”) (Nasdaq: BREA), an Ireland-based, Nasdaq-listed, international holding company focused on expanding its global portfolio of men's and women's sports clubs through a multi-club ownership (“MCO”) approach, today announced that on February 3, 2025, the Company received formal notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company does not satisfy the annual meeting requirement set forth in Nasdaq Listing Rule 5620(a) (the “Annual Meeting Rule”) as the Company did not hold an annual meeting of shareholders within twelve months of the end of the Company’s previous fiscal year ended December 31, 2023.

In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the notice provided the Company with a period of 45 calendar days from the date of the notice, or March 20, 2025, to submit a plan to regain compliance with the Annual Meeting Rule. The Staff has the discretion to grant the Company an exception through June 30, 2025, to regain compliance with the Annual Meeting Rule.

Brera Holdings intends to hold an annual meeting of shareholders within March 2025.

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 has further diversified its portfolio by acquiring a majority stake in UYBA Volley, an Italian women's professional volleyball team, in July 2023, assuming control of Bayanzurkh Sporting Ilch FC, a Mongolian National Premier League team, which became Brera Ilch FC, in September 2023, and 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 signed of an agreement to acquire majority ownership of SS Juve Stabia srl, an Italian Serie B football club known as “The Second Team of Naples,” which will be conducted in a multi-step process, and marks a significant expansion of the Company’s MCO model. As of January 10, 2025, Brera holds a 34.62% equity ownership interest in Juve Stabia, currently in a playoff-qualifying fifth place position in the Serie B standings. 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: dan@breraholdings.com

FAQ

Why did Brera Holdings (BREA) receive a Nasdaq deficiency notice in February 2025?

Brera Holdings received a Nasdaq deficiency notice for failing to hold an annual shareholders meeting within twelve months of its fiscal year end December 31, 2023, violating Nasdaq Listing Rule 5620(a).

What is the deadline for BREA to submit a compliance plan to Nasdaq?

BREA has until March 20, 2025 (45 calendar days from the notice date) to submit a plan to regain compliance with the Annual Meeting Rule.

When does Brera Holdings (BREA) plan to hold its annual shareholder meeting?

Brera Holdings plans to hold its annual shareholder meeting in March 2025.

What is the maximum extension period Nasdaq could grant BREA to regain compliance?

Nasdaq Staff has the discretion to grant BREA an exception through June 30, 2025, to regain compliance with the Annual Meeting Rule.