Filing Details
- Accession Number:
- 0001213900-25-003139
- Form Type:
- 13D Filing
- Publication Date:
- 2025-01-12 19:00:00
- Filed By:
- Pinehurst Partners LLC
- Company:
- Brera Holdings Plc
- Filing Date:
- 2025-01-13
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Pinehurst Partners LLC | 2,250,000 | 0 | 2,250,000 | 0 | 2,250,000 | 15.5% |
| Daniel Joseph McClory | 7,258,000 | 0 | 7,258,000 | 0 | 7,258,000 | 39.3% |
| BREA Holdings, LLC | 4,550,000 | 0 | 4,550,000 | 0 | 4,550,000 | 28.8% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
BRERA HOLDINGS PLC (Name of Issuer) |
Class B Ordinary Shares, $0.005 nominal value per share (Title of Class of Securities) |
G13311108 (CUSIP Number) |
Daniel Joseph McClory c/o Brera Holdings PLC, Connaught House, 5th Fl. 1 Burlington Rd Dublin 4, L2, D04 C5Y6 949 502 4408 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | G13311108 |
| 1 |
Name of reporting person
Pinehurst Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
COLORADO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,250,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
For Box 7, 9 and 11
Reflects 2,250,000 class B ordinary shares, $0.005 nominal value per share ("Class B Ordinary Shares"), of Brera Holdings PLC, an Irish public limited company (the "Issuer"), issuable upon conversion of 2,250,000 class A ordinary shares, $0.005 nominal value per share ("Class A Ordinary Shares"), of the Issuer, held directly by Pinehurst Partners LLC. 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.
For Box 7
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 amounts of voting power reflect the assumed prior conversion of the Class A Ordinary Shares beneficially owned by the Reporting Persons (as defined below) into Class B Ordinary Shares.
For box 13
The denominator of the fraction upon which this percentage is calculated is based on 14,475,000 Class B Ordinary Shares outstanding, which is adjusted to include (i) the 12,225,000 Class B Ordinary Shares outstanding as of January 13, 2025, and (ii) the 2,250,000 Class B Ordinary Shares issuable upon conversion of the Class A Ordinary Shares beneficially owned by Pinehurst Partners LLC. 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 Pinehurst Partners LLC.
SCHEDULE 13D
|
| CUSIP No. | G13311108 |
| 1 |
Name of reporting person
Daniel Joseph McClory | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,258,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
For Box 7
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 amounts of voting power reflect the assumed prior conversion of the Class A Ordinary Shares beneficially owned by the Reporting Persons (as defined below) into Class B Ordinary Shares.
For Box 7, 9 &11
Reflects (a) 6,258,000 Class B Ordinary Shares of the Issuer issuable upon conversion of 6,258,000 Class A Ordinary Shares, consisting of (i) 458,000 Class A Ordinary Shares held directly by Daniel Joseph McClory, (ii) 2,250,000 Class A Ordinary Shares held by Pinehurst Partners LLC, which Daniel Joseph McClory is deemed to beneficially own, and (iii) 3,550,000 Class A Ordinary Shares held by BREA Holdings, LLC, which Daniel Joseph McClory is deemed to beneficially own; and (b) 1,000,000 Class B Ordinary Shares of the Issuer held by BREA Holdings, LLC, which Daniel Joseph McClory 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.
For Box 13
The denominator of the fraction upon which this percentage is calculated is based on 18,483,000 Class B Ordinary Shares outstanding, which is adjusted to include (i) the 12,225,000 Class B Ordinary Shares outstanding as of January 13, 2025, and (ii) the 6,258,000 Class B Ordinary Shares issuable upon conversion of the Class A Ordinary Shares beneficially owned by Daniel Joseph McClory. The numerator of the fraction upon which the percentage is calculated is based on (i) the 1,000,000 Class B Ordinary Shares beneficially owned by Daniel Joseph McClory and (ii) the 6,258,000 Class B Ordinary Shares issuable upon conversion of the Class A Ordinary Shares beneficially owned by Daniel Joseph McClory.
SCHEDULE 13D
|
| CUSIP No. | G13311108 |
| 1 |
Name of reporting person
BREA Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,550,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
For Box 7
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 amounts of voting power reflect the assumed prior conversion of the Class A Ordinary Shares beneficially owned by the Reporting Persons (as defined below) into Class B Ordinary Shares.
For Box 7, 9 & 11
Reflects (a) 3,550,000 Class B Ordinary Shares of the Issuer issuable upon conversion of 3,550,000 Class A Ordinary Shares of the Issuer held directly by BREA Holdings, LLC, and (b) 1,000,000 Class B Ordinary Shares of the Issuer held directly by BREA Holdings, LLC. 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.
For Box 13
The denominator of the fraction upon which this percentage is calculated is based on 15,775,000 Class B Ordinary Shares outstanding, which is adjusted to include (i) the 12,225,000 Class B Ordinary Shares outstanding as of January 13, 2025, and (ii) the 3,550,000 Class B Ordinary Shares issuable upon conversion of the Class A Ordinary Shares beneficially owned by BREA Holdings, LLC. The numerator of the fraction upon which the percentage is calculated is based on (i) the 1,000,000 Class B Ordinary Shares beneficially owned by BREA Holdings, LLC and (ii) the 3,550,000 Class B Ordinary Shares issuable upon conversion of the Class A Ordinary Shares beneficially owned by BREA Holdings, LLC.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class B Ordinary Shares, $0.005 nominal value per share | |
| (b) | Name of Issuer:
BRERA HOLDINGS PLC | |
| (c) | Address of Issuer's Principal Executive Offices:
IFSC, 25-28 NORTH WALL QUAY, DUBLIN 1,
IRELAND
, D01 H104. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 3 ("Amendment No. 3") amends the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on March 6, 2024 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on April 3, 2024 and Amendment No. 2 filed with the SEC on April 23, 2024. Except as set forth herein, the Original Schedule 13D, as amended prior to this Amendment No. 3, is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D, as amended prior to this Amendment No. 3. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:
On December 31, 2024, Daniel Joseph McClory entered into a cancellation and exchange agreement (the "Cancellation Agreement") with the Company, pursuant to which Mr. McClory cancelled a total of $255,000 of indebtedness that is owed to him by the Company in exchange for 408,000 Class A Ordinary Shares. The source of funding for the purchase of the Class A Ordinary Shares is the forgiveness of the debt owed to Mr. McClory by the Company. The foregoing description of the Cancellation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cancellation Agreement attached hereto as Exhibit 7. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:
Exhibit 7 Cancellation and Exchange Agreement, dated December 31, 2024, by and between Brera Holdings PLC and Daniel J. McClory | ||
| SIGNATURE | |
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.
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