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November 28, 2022
Sergio Carlo Scalpelli
Chief Executive Officer
Brera Holdings PLC
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
Re:Brera Holdings PLC
Registration Statement on Form F-1
Filed November 4, 2022
File No. 333-268187
Dear Sergio Carlo Scalpelli:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Risk Factors, page 13
1.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats.  Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly.  Clearly state that such volatility, including any stock-run up,

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 Comapany NameBrera Holdings PLC
 November 28, 2022 Page 2
 FirstName LastNameSergio Carlo Scalpelli
Brera Holdings PLC
November 28, 2022
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may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
44
2.We note your disclosure regarding the August 16, 2022 sponsorship agreement entered
into with Fudbalski Klub Akademija Pandev, which was founded and is owned by one of
your director nominees.  Please revise your Related Party Transactions section to include
the disclosure required by Item 7(B) of Form 20-F related to that agreement.
Exhibit 5.1
3.It appears that you are assuming that the company has sufficient shares to conduct the
offering.  Please revise.  Refer to Section II.B.3.a of Staff Legal Bulletin No. 19 for
additional guidance.
General
4.We note your disclosure on the prospectus cover page that your founders "will retain
controlling voting power in the Company based on having approximately 95.8% of all
voting rights" and that your "key officers and directors will beneficially own
approximately 46.9% of our outstanding share capital following this offering. . . [and a]s a
result, they may have the ability to approve all matters submitted to our shareholders for
approval."  Please revise to clarify which persons will have controlling voting power and
which persons may have controlling voting power.  State that you will be a controlled
company, and include a risk factor discussing the risks associated with being
a controlled company.  Make conforming changes in the prospectus for the secondary
offering.
5.As it appears that you are offering warrants to purchase Class B ordinary shares, please
provide a legality opinion covering the warrants.  Refer to Section II.B.1.f of Staff Legal
Bulletin No. 19 for additional guidance.
Selling Shareholders, page Alt-3
6.Please provide the addresses of the selling shareholders.  Refer to Item 9(D) of Form 20-
F.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

 FirstName LastNameSergio Carlo Scalpelli
 Comapany NameBrera Holdings PLC
 November 28, 2022 Page 3
 FirstName LastName
Sergio Carlo Scalpelli
Brera Holdings PLC
November 28, 2022
Page 3
statement.
            You may contact Abe Friedman at 202-551-8298 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alyssa Wall at 202-551-8106 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Louis A. Bevilacqua