UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| 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 Floor One Burlington Road Dublin 4 D04 C5Y6 Ireland +1 949 502 4408 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| April 18, 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 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 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
Pinehurst Partners LLC | |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
| 3. |
SEC USE ONLY
| |
| 4. |
SOURCE OF FUNDS
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: |
7. |
SOLE VOTING POWER |
2,250,000(1)(2)
|
| 8. |
SHARED VOTING POWER |
0
| |
| 9. |
SOLE DISPOSITIVE POWER |
2,250,000(1)
| |
| 10. |
SHARED DISPOSITIVE POWER |
0
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,250,000(1) | |
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%(3) | |
| 14. |
TYPE OF REPORTING PERSON
OO | |
| (1) | 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. |
| (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 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. |
| (3) | The calculation assumes that there was a total of 8,710,000 Class B Ordinary Shares outstanding as of April 19, 2024, which is the sum of (i) the 6,460,000 Class B Ordinary Shares outstanding as of April 19, 2024 according to a report of Equiniti Trust Company, the transfer agent and registrar for the ordinary shares of the Company in the United States (“Equiniti Trust”), dated as of April 19, 2024, 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. |
Page 3 of 6 pages
CUSIP No. G13311108
| 1. |
NAMES OF REPORTING PERSONS
Daniel Joseph McClory | |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
| 3. |
SEC USE ONLY
| |
| 4. |
SOURCE OF FUNDS
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 and Italy | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. |
SOLE VOTING POWER |
6,850,000(2)(4)
|
| 8. |
SHARED VOTING POWER |
0
| |
| 9. |
SOLE DISPOSITIVE POWER |
6,850,000(4)
| |
| 10. |
SHARED DISPOSITIVE POWER |
0
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,850,000(4) | |
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.6%(5) | |
| 14. |
TYPE OF REPORTING PERSON
IN | |
| (4) | Reflects (a) 5,850,000 Class B Ordinary Shares of the Issuer issuable upon conversion of 5,850,000 Class A Ordinary Shares, consisting of (i) 50,000 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. |
| (5) | The calculation assumes that there was a total of 12,310,000 Class B Ordinary Shares outstanding as of April 19, 2024, which is the sum of (i) the 6,460,000 Class B Ordinary Shares outstanding as of April 19, 2024 according to a report of Equiniti Trust, dated as of April 19, 2024, and (ii) the 5,850,000 Class B Ordinary Shares issuable upon conversion of the Class A Ordinary Shares beneficially owned by Daniel Joseph McClory. |
Page 4 of 6 pages
CUSIP No. G13311108
| 1. |
NAMES OF REPORTING PERSONS
BREA Holdings, LLC | |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
| 3. |
SEC USE ONLY
| |
| 4. |
SOURCE OF FUNDS
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: |
7. |
SOLE VOTING POWER |
4,550,000(2)(6)
|
| 8. |
SHARED VOTING POWER |
0
| |
| 9. |
SOLE DISPOSITIVE POWER |
4,550,000(6)
| |
| 10. |
SHARED DISPOSITIVE POWER |
0
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,550,000(6) | |
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5%(7) | |
| 14. |
TYPE OF REPORTING PERSON
OO | |
| (6) | 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. |
| (7) | The calculation assumes that there was a total of 10,010,000 Class B Ordinary Shares outstanding as of April 19, 2024, which is the sum of (i) the 6,460,000 Class B Ordinary Shares outstanding as of April 19, 2024 according to a report of Equiniti Trust, dated as of April 19, 2024, 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. |
Page 5 of 6 pages
CUSIP No. G13311108
Explanatory Note
This Amendment No. 2 (“Amendment No. 2”) 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. Except as set forth herein, the Original Schedule 13D, as amended prior to this Amendment No. 2, 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. 2.
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 April 18, 2024, BREA Holdings, LLC converted 1,000,000 Class A Ordinary Shares into 1,000,000 Class B Ordinary Shares. There was no source of funding for this conversion as the shares were converted at no cost.
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: April 23, 2024 | Pinehurst Partners LLC | |
| By: | /s/ Daniel Joseph McClory | |
| Name: | Daniel Joseph McClory | |
| Title: | Managing Member | |
| /s/ Daniel Joseph McClory | ||
| Daniel Joseph McClory | ||
| BREA Holdings, LLC | ||
| By: | /s/ Daniel Joseph McClory | |
| Name: | Daniel Joseph McClory | |
| Title: | Managing Member | |