BRERA HOLDINGS PLC SEC Filings

MicroStrategy (NASDAQ: MSTR) filed an 8-K detailing recent at-the-market (ATM) equity sales and the redeployment of proceeds into bitcoin.

• Capital raised (7 – 13 July 2025): 797,008 common shares produced $330.9 million in net proceeds. Preferred ATMs issued 573,976 STRK ($71.1 m net), 444,005 STRF ($55.3 m) and 158,278 STRD ($15.0 m), taking total net proceeds to roughly $472 million.
• Remaining capacity: The common ATM still authorises $17.8 billion; preferred programmes collectively allow a further $26.5 billion, giving the company over $44 billion of issuance "dry powder".
• Bitcoin deployment: Using these proceeds, the company bought 4,225 BTC for $472.5 million at an average price of $111,827. Aggregate holdings now stand at 601,550 BTC, acquired for $42.87 billion (average $71,268).
• Disclosure practice: Management highlights its online dashboard as a Regulation FD-compliant channel for real-time updates on security prices, BTC purchases and key metrics.

The filing emphasises Strategy’s model of financing large bitcoin accumulations via continual equity issuance. While the additional BTC may appeal to crypto-oriented investors and bolsters nominal asset value, common shareholders face dilution and holders of new preferred shares bear high fixed dividends of 8-10%. The strategy materially increases exposure to bitcoin price volatility and related regulatory risk.

Brera Holdings PLC (Nasdaq: BREA) disclosed that its Board and shareholders have approved a 1-for-10 reverse share split of both its Class A and Class B ordinary shares.

Effective at 5:00 p.m. ET on 25 June 2025, every ten ordinary shares will be consolidated into one share, increasing the nominal value from $0.005 to $0.05. A new constitution reflecting these changes is filed as Exhibit 1.1.

Post-split share counts will be:

• Class A: ~6,338,000 ➜ ~633,800
• Class B: ~17,809,074 ➜ ~1,780,908

Class B shares will continue trading on the Nasdaq Capital Market under the symbol BREA and will begin split-adjusted trading on 26 June 2025 with new CUSIP G13311116.

The action is intended to elevate the bid price above $1.00 and restore compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 closing bid for at least 10 consecutive business days.

The reverse split proportionally adjusts outstanding equity awards, warrants and convertible preferred shares, with corresponding increases in exercise or conversion prices. No fractional shares will be issued; any fractional entitlements will be rounded up to the nearest whole share. Equiniti Trust Company, LLC will serve as transfer and exchange agent, and both registered and beneficial holders need not take any action.

This Form 6-K is incorporated by reference into the company’s current Form F-3 and two Form S-8 registration statements. A press release dated 24 June 2025 announcing the reverse split is furnished as Exhibit 99.1.

XX Settembre Holding has filed Amendment No. 1 to Schedule 13D regarding its ownership in Brera Holdings PLC. The amendment discloses significant changes in ownership structure following a series of transactions involving Juve Stabia football club.

Key transaction details:

• On June 20, 2025, Brera Holdings executed a final closing memorandum to increase its stake in Juve Stabia to 52% of outstanding shares
• Final stake purchase price: €2.25 million (€1.25M cash + €1M in Class B Ordinary Shares)
• Brera issued 1.8 million Class B Ordinary Shares to XX Settembre Holding

XX Settembre Holding now beneficially owns 7.4 million shares representing 41.7% of Brera Holdings, consisting of 4.2M shares with sole voting power and 3.2M shares with shared voting power through Juve Stabia. This amended filing updates the original Schedule 13D filed on January 17, 2025.

Key facts: On 06/30/2025, Ingredion Inc. (INGR) director Rhonda L. Jordan received 290.951 restricted stock units (RSUs) at an indicated price of $137.48 per share under the company’s annual outside-director retainer. The award will convert to common stock no earlier than six months after the director leaves the board and no later than ten years thereafter. After the grant, Jordan’s direct beneficial ownership rose to 25,326.925 shares. No shares were sold, and no derivative positions were reported.

Investor take-away: This is a routine, non-open-market equity grant meant to align director and shareholder interests. The incremental 291-share increase represents an immaterial fraction of Ingredion’s roughly 66 million shares outstanding and carries neutral valuation impact. Nevertheless, the absence of sales and continued accumulation modestly reinforces insider confidence in the company’s long-term prospects.

Brera Holdings PLC has announced a significant divestment of its volleyball operations through a Private Agreement dated June 17, 2025. The company will sell its entire 48.94% stake in UYBA SSDARL to Dr. Mattia Moro for a nominal sum of €1.00.

Key terms of the agreement include:

• Termination of the Advertising Concession Agreement between Brera Milano SRL and UYBA, with Brera Holdings to pay €175,000 to UYBA
• Transfer of ownership shares to be completed by June 27, 2025
• Resignation of five Company-appointed directors from UYBA's board by June 27, 2025

This strategic move represents a complete exit from the UYBA investment, with Dr. Giuseppe Pirola, the Company's director and Head of Volleyball Operations, also party to the agreement. The transaction signifies a notable shift in Brera Holdings' portfolio structure and operational focus.