# BREA Holdings, LLC — capital_raise/private_placement [announced]
Source: SEC API (secapi.ai) · situation sit_f7e4710372a5b969f031 · retrieved 2026-08-11T16:03:51.048Z

## Overview
Brera Holdings PLC is a finance services company (formerly Brera Holdings Ltd, renamed in July 2022) organized under the laws of Ireland and listed on Nasdaq.

A group of reporting persons—led by Daniel J. McClory (6.2% beneficial ownership), Keith C. Moore (5.6%), and their affiliated entities Boustead & Company Ltd. (5.4%), Pinehurst Partners LLC (0.5%), and others—filed a Schedule 13D on July 27, 2026, disclosing an activist campaign against Brera Holdings PLC. The reporting persons allege that the board and management have presided over substantial destruction of shareholder value, requiring a 10-for-1 reverse share split to maintain Nasdaq listing. They cite specific concerns: (i) a September 18, 2025 Strategic Advisory Agreement with four board members including CEO Mr. Sade, granting pre-funded warrants equal to 10% of private placement shares plus common warrants for 50% of pre-funded warrant shares; (ii) a February 9, 2026 Advisory Services Agreement with Pulsar Group Ltd. (where three board members and Mr. Sade serve) for $6 million; (iii) adoption of a poison pill on April 24, 2026 with a 9.99% trigger threshold (20% for existing 13G investors) to prevent shareholder action; and (iv) a May 21, 2026 registered direct offering of 2,298,000 shares (21.4% of post-issuance capitalization) to only Mr. Sade and director Keren Maimon without fairness opinion or independent analysis. The reporting persons reserve all rights and intend to monitor developments, including potential engagement with management, the board, and other shareholders regarding business combinations, dispositions, board composition changes, and other matters.

## Terms
- Counterparty: Brera Holdings PLC · Stake: 6.2%

## Key dates
- Announced 2026-07-27

## Timeline
- 2026-07-27 · SCHEDULE 13D (0000921895-26-001875): SCHEDULE 13D - BREA Holdings, LLC — *Brera Holdings PLC is a finance services company (formerly Brera Holdings Ltd, renamed in July 2022) organized under the laws of Ireland and listed on Nasdaq.* A group of reporting persons—led by Daniel J. McClory (6.2% beneficial ownership), Keith C. Moore (5.6%), and their affiliated entities Boustead & Company Ltd. (5.4%), Pinehurst Partners LLC (0.5%), and others—filed a Schedule 13D on July 27, 2026, disclosing an activist campaign against Brera Holdings PLC. The reporting persons allege that the board and management have presided over substantial destruction of shareholder value, requiring a 10-for-1 reverse share split to maintain Nasdaq listing. They cite specific concerns: (i) a September 18, 2025 Strategic Advisory Agreement with four board members including CEO Mr. Sade, granting pre-funded warrants equal to 10% of private placement shares plus common warrants for 50% of pre-funded warrant shares; (ii) a February 9, 2026 Advisory Services Agreement with Pulsar Group Ltd. (where three board members and Mr. Sade serve) for $6 million; (iii) adoption of a poison pill on April 24, 2026 with a 9.99% trigger threshold (20% for existing 13G investors) to prevent shareholder action; and (iv) a May 21, 2026 registered direct offering of 2,298,000 shares (21.4% of post-issuance capitalization) to only Mr. Sade and director Keren Maimon without fairness opinion or independent analysis. The reporting persons reserve all rights and intend to monitor developments, including potential engagement with management, the board, and other shareholders regarding business combinations, dispositions, board composition changes, and other matters.
  https://www.sec.gov/Archives/edgar/data/2023889/0000921895-26-001875.txt

## Citations
- 0000921895-26-001875 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000092189526001875