SEC Form SC 13G/A filed by Brera Holdings PLC (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| BRERA HOLDINGS PLC |
| (Name of Issuer) |
| Class B Ordinary Shares, $0.005 nominal value per share |
| (Title of Class of Securities) |
| G13311108 |
| (CUSIP Number) |
| March 31, 2024 |
| (Date of Event which Requires Filing of This Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 6 pages
| CUSIP No. G13311108 |
| 1. |
NAMES OF REPORTING PERSONS
Niteroi Spa | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
|
250,000(1)(2) |
| 6. | SHARED VOTING POWER
|
0 | |
| 7. | SOLE DISPOSITIVE POWER
|
250,000(1) | |
| 8. | SHARED DISPOSITIVE POWER
|
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000(1) | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%(3) | |
| 12. |
TYPE OF REPORTING PERSON
CO | |
| (1) | Reflects 250,000 class B ordinary shares, $0.005 nominal value per share (“Class B Ordinary Shares”), of Brera Holdings PLC (the “Issuer”), issuable upon conversion of 250,000 class A ordinary shares, $0.005 nominal value per share (“Class A Ordinary Shares”), of the Issuer, held directly by Niteroi Spa, an Italian joint-stock company (“Niteroi Spa”). The Class A Ordinary Shares will convert on a one-to-one basis into Class B Ordinary Shares (i) at the option of the holder or (ii) automatically upon the transfer of the Class A Ordinary Shares, except upon transfer to another holder of Class A Ordinary Shares. |
| (2) | The holders of Class A Ordinary Shares are entitled to ten (10) votes for each Class A Ordinary Share held of record, and the holders of Class B Ordinary Shares are entitled to one (1) vote for each Class B Ordinary Share held of record, on all matters submitted to a vote of the shareholders. The amount of voting power reflects the assumed prior conversion of the Class A Ordinary Shares beneficially owned by this Reporting Person (as defined below) into Class B Ordinary Shares. |
| (3) | The denominator of the fraction upon which this percentage is calculated is based on 5,210,000 Class B Ordinary Shares outstanding, which is adjusted to include (i) the 4,960,000 Class B Ordinary Shares outstanding as of March 31, 2024, and (ii) the 250,000 Class B Ordinary Shares issuable upon conversion of the Class A Ordinary Shares beneficially owned by this Reporting Person. The numerator of the fraction upon which the percentage is calculated is based on the number of Class B Ordinary Shares issuable upon conversion of the Class A Ordinary Shares that were beneficially owned by this Reporting Person. |
Page 3 of 6 pages
| CUSIP No. G13311108 |
| 1. |
NAMES OF REPORTING PERSONS
Adrio Maria de Carolis | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
|
250,000(2)(4) |
| 6. | SHARED VOTING POWER
|
0 | |
| 7. | SOLE DISPOSITIVE POWER
|
250,000(4) | |
| 8. | SHARED DISPOSITIVE POWER
|
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000(4) | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%(3) | |
| 12. |
TYPE OF REPORTING PERSON
IN | |
| (4) | Reflects 250,000 Class B Ordinary Shares issuable upon conversion of 250,000 Class A Ordinary Shares held directly by Niteroi Spa, which this Reporting Person is deemed to beneficially own. The Class A Ordinary Shares will convert on a one-to-one basis into Class B Ordinary Shares (i) at the option of the holder or (ii) automatically upon the transfer of the Class A Ordinary Shares, except upon transfer to another holder of Class A Ordinary Shares. |
Page 4 of 6 pages
| CUSIP No. G13311108 |
Item 1.
| (a) | Name of Issuer: Brera Holdings PLC | |
| (b) | Address of Issuer’s principal executive offices: Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6, Ireland |
Item 2.
| (a) | Name of person filing: This statement is being jointly filed by Niteroi Spa and Adrio Maria de Carolis (each, a “Reporting Person”). | |
| (b) | Address of the principal business office or, if none, residence: The principal business address of Niteroi Spa is Piazza San Giorgio 2, 20121 Milan, Italy. The residence of Adrio Maria de Carolis is Via Numa Pompilio 2, 20123 Milan, Italy. | |
| (c) |
Citizenship: Adrio Maria de Carolis is a citizen of Italy. | |
| (d) | Title of class of securities: Class B ordinary shares, $0.005 nominal value per share | |
| (e) | CUSIP No.: G13311108 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 5 of 6 pages
| CUSIP No. G13311108 |
Item 4. Ownership.
| (a) |
Amount beneficially owned: See Row 9 of the cover page for each Reporting Person. | |||
| (b) |
Percent of class: See Row 11 of the cover page for each Reporting Person. | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote: | See Row 5 of the cover page for each Reporting Person. | ||
| (ii) | Shared power to vote or to direct the vote: |
0
| ||
| (iii) | Sole power to dispose or to direct the disposition of: | See Row 7 of the cover page for each Reporting Person. | ||
| (iv) | Shared power to dispose or to direct the disposition of: | 0 | ||
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
Page 6 of 6 pages
| CUSIP No. G13311108 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: May 8, 2024 | Niteroi Spa | |
| By: | /s/ Adrio Maria de Carolis | |
| Name: | Adrio Maria de Carolis | |
| Title: | Director | |
| /s/ Adrio Maria de Carolis | ||
| Adrio Maria de Carolis | ||