Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
July 23 2024 - 6:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of July, 2024.
Commission
File Number 001-41606
BRERA
HOLDINGS PLC
(Translation
of registrant’s name into English)
Connaught
House, 5th Floor
One
Burlington Road
Dublin
4
D04
C5Y6
Ireland
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20- ☒ Form 40-F ☐
Brera
Regains Compliance with Nasdaq Periodic Filing Requirement.
As
previously reported in the report on Form 6-K furnished by Brera Holdings PLC, a public limited company incorporated in the Republic
of Ireland (the “Company”), with the Securities and Exchange Commission (the “SEC”) on May 22, 2024, on May 16,
2024, the Company received a written notification (the “Deficiency Notice”) from the staff (the “Staff”) of The
Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1)
because the Company’s Annual Report on Form 20-F for the year ended December 31, 2023 (the “Form 20-F”) had not yet
been filed with the SEC. The Deficiency Notice stated that 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.
On
July 19, 2024, the Company received a written notification (the “Compliance Notice”) from the Staff notifying the Company
that it had regained compliance with the periodic filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) for the continued listing
of the Company’s Class B Ordinary Shares, $0.005 nominal value per share, on The Nasdaq Capital Market tier of Nasdaq. The Compliance
Notice stated that based on the Company’s July 19, 2024 filing of the Form 20-F the Staff determined that the Company complies
with Nasdaq Listing Rule 5250(c)(1) and this matter is now closed.
This
report on Form 6-K is incorporated by reference into the prospectus contained in the Company’s registration statement on Form F-3
(File No. 333-276870) initially filed with the SEC on February 5, 2024, and declared effective by the SEC on February 13, 2024.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date:
July 23, 2024 |
BRERA
HOLDINGS PLC |
|
|
|
|
By: |
/s/
Pierre Galoppi |
|
Pierre
Galoppi |
|
Chief
Executive Officer |
2
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