SEC Comment Letter 0000000000-22-013439 to Brera Holdings PLC (BREA) (CIK 0001939965) (SLMT)
Brera Holdings PLC (BREA) (CIK 0001939965)
Date: Dec. 13, 2022 · CIK: 0001939965 · Accession: 0000000000-22-013439
AI Filing Summary & Sentiment
File numbers found in text: 333-268187
Letter
United States securities and exchange commission logo December 13, 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 Amendment No. 1 to Registration Statement on Form F-1 Filed November 30, 2022 File No. 333-268187 Dear Sergio Carlo Scalpelli: We have reviewed your amended registration statement and have the following comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 28, 2022 letter. Amendment No. 1 to Registration Statement on Form F-1 General 1.We note your references to an "estimated" offering price per share of $5.00 throughout the filing. Because you are not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, amend your disclosure to provide a bona fide estimate of a range of the maximum offering price per share, rather than an "estimated" price. See Instruction 1(A) to Item 501(b)(3) of Regulation S-K.
FirstName LastNameSergio Carlo Scalpelli Comapany NameBrera Holdings PLC December 13, 2022 Page 2 FirstName LastName Sergio Carlo Scalpelli Brera Holdings PLC December 13, 2022 Page 2 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
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United States securities and exchange commission logo
December 13, 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
Amendment No. 1 to Registration Statement on Form F-1
Filed November 30, 2022
File No. 333-268187
Dear Sergio Carlo Scalpelli:
We have reviewed your amended registration statement and have the following
comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our November 28, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1
General
1.We note your references to an "estimated" offering price per share of $5.00 throughout the
filing. Because you are not subject to the reporting requirements of Section 13(a) or
15(d) of the Exchange Act, amend your disclosure to provide a bona fide estimate of a
range of the maximum offering price per share, rather than an "estimated" price. See
Instruction 1(A) to Item 501(b)(3) of Regulation S-K.
FirstName LastNameSergio Carlo Scalpelli
Comapany NameBrera Holdings PLC
December 13, 2022 Page 2
FirstName LastName
Sergio Carlo Scalpelli
Brera Holdings PLC
December 13, 2022
Page 2
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