Brera Holdings Limited
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
December 16, 2022
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Alyssa Wall |
| Lilyanna Peyser | |
| Abe Friedman | |
| Angela Lumley |
| Re: | Brera Holdings PLC |
| Amendment No. 1 to Registration Statement on Form F-1 | |
| Filed November 30, 2022 | |
| File No. 333-268187 |
Ladies and Gentlemen:
We hereby submit the responses of Brera Holdings PLC (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in the Staff’s letter, dated December 13, 2022, providing the Staff’s comments with respect to the Company’s Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”).
For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.
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. |
Response: We have revised the Registration Statement as requested by the Staff.
If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (949) 233-7869 or Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).
| Sincerely, | ||
| Brera Holdings PLC | ||
| By: | /s/ Sergio Carlo Scalpelli | |
| Sergio Carlo Scalpelli | ||
| Chief Executive Officer | ||
| cc: Louis A. Bevilacqua, Esq. | ||