Brera Holdings Receives Nasdaq Notice Related to Late Filing of its Form 20-F

Rhea-AI Summary

Brera Holdings announced it received a notification from Nasdaq on May 16, 2024, concerning non-compliance with Nasdaq Listing Rule 5250(c)(1). The company failed to file its Annual Report on Form 20-F for the year ending December 31, 2023. Brera has until July 15, 2024, to submit a compliance plan to Nasdaq, which may grant an extension until November 11, 2024, if accepted. The Nasdaq notice does not affect the current listing of Brera's Class B Ordinary Shares on the Nasdaq Capital Market. The company aims to file the required Form 20-F by the July deadline.

Positive

• Company has the opportunity to regain compliance by submitting a plan by July 15, 2024.
• Nasdaq may grant an extension up to November 11, 2024, if the compliance plan is accepted.
• Current listing of Class B Ordinary Shares on Nasdaq Capital Market remains unaffected.

Negative

• Non-compliance with Nasdaq Listing Rule 5250(c)(1) due to the late filing of Form 20-F.
• Potential risk of delisting if the compliance plan is not accepted by Nasdaq.
• Negative impact on investor confidence due to compliance issues.

DUBLIN, Ireland and MILAN, Italy, May 22, 2024 (GLOBE NEWSWIRE) -- Brera Holdings PLC (“Brera Holdings,” “Brera” or the “Company”) (Nasdaq: BREA) today announced that it received a written notification, dated May 16, 2024 (the “Notification Letter”), from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the periodic financial report filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) for continued listing on The Nasdaq Capital Market tier of Nasdaq since the Company had not yet filed its Annual Report on Form 20-F for the year ended December 31, 2023 (the “Form 20-F”).

The Company has 60 calendar days, or until July 15, 2024, to submit a plan (the “Plan”) to Nasdaq to regain compliance, and, if Nasdaq accepts the Plan, Nasdaq may grant an exception of up to 180 calendar days from the Form 20-F’s due date, or until November 11, 2024, to regain compliance. If Nasdaq does not accept the Plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

The Notification Letter does not impact the Company’s listing of its Class B Ordinary Shares on the Nasdaq Capital Market at this time. The Company intends to file the Form 20-F prior to July 15, 2024.

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 nonprofessional pan-European football competition recognized by UEFA, inaugurated in September 2021 and organized by Brera FC. "FENIX" is an acronym for "Friendly European Nonprofessional 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, a portion of which was subject to a tender offer by Sir Jim Radcliffe and sold at a 74% realized gain. 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 became Brera Ilch FC when the football season resumed 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. In February 2024 the Brera Holdings Advisory Board was established with MLS founder and World Cup director Alan Rothenberg, luxury lifestyle executive Massimo Ferragamo, sports business leaders Paul Tosetti and Marshall Geller, and Italian football icon Giuseppe Rossi.  Brera Holdings PLC 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
Email: pierre@breraholdings.com

FAQ

What was the notification received by Brera Holdings on May 16, 2024?

Brera Holdings received a notification from Nasdaq concerning non-compliance with the periodic financial report filing requirement.

Why did Brera Holdings receive a Nasdaq notice?

Brera Holdings did not file its Annual Report on Form 20-F for the year ended December 31, 2023, by the required deadline.

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

Brera Holdings must submit a compliance plan to Nasdaq by July 15, 2024.

Will Brera Holdings be delisted from Nasdaq?

Currently, Brera's Class B Ordinary Shares are not affected, but there is a potential risk of delisting if the compliance plan is not accepted.

What is the potential extension period for Brera Holdings to regain compliance?

Nasdaq may grant an extension up to November 11, 2024, if the compliance plan is accepted.