Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Brera Holdings PLC (Name of Issuer) |
Class B Ordinary Shares, $0.05 nominal value per share (the "Shares") (Title of Class of Securities) |
G13311116 (CUSIP Number) |
09/23/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | G13311116 |
| 1 | Names of Reporting Persons
Electric Capital Frontier Fund II, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,564,872.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | G13311116 |
| 1 | Names of Reporting Persons
Electric Capital Frontier Fund GP II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,564,872.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. | G13311116 |
| 1 | Names of Reporting Persons
Electric Capital Venture Fund III, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,985,169.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | G13311116 |
| 1 | Names of Reporting Persons
Electric Capital Venture Fund GP III, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,985,169.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. | G13311116 |
| 1 | Names of Reporting Persons
Electric Capital Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,550,041.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Brera Holdings PLC | |
| (b) | Address of issuer's principal executive offices:
CONNAUGHT HOUSE, 5TH FLOOR, ONE BURLINGTON ROAD, DUBLIN 4 L2 D04 C5Y6 | |
| Item 2. | ||
| (a) | Name of person filing:
Electric Capital Frontier Fund II, LP ("Frontier Fund II") Electric Capital Frontier Fund GP II, LLC ("Frontier Fund GP") Electric Capital Venture Fund III, LP ("Venture Fund III") Electric Capital Venture Fund GP III, LLC ("Venture Fund GP") Electric Capital Partners, LLC ("Investment Manager") | |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is 855 El Camino Real, #13A-152, Palo Alto, California 94301. | |
| (c) | Citizenship:
Each of Frontier Fund II and Venture Fund III is a limited partnership organized under the laws of the State of Delaware. Each of Frontier Fund GP, Venture Fund GP, and Investment Manager is a limited liability company formed under the laws of the State of Delaware. | |
| (d) | Title of class of securities:
Class B Ordinary Shares, $0.05 nominal value per share (the "Shares") | |
| (e) | CUSIP No.:
G13311116 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Each of Frontier Fund II and Frontier Fund GP may be deemed to beneficially own 9,564,872 Shares. Each of Venture Fund III and Venture Fund GP may be deemed to beneficially own 3,985,169 Shares. As the investment manager to both Frontier Fund II and Venture Fund III, Investment Manager may be deemed to beneficially own 13,550,041 Shares. All figures above exclude Shares underlying certain warrants held by the Reporting Persons that are not exercisable due to a limitation in the relevant purchase agreements providing that the Reporting Persons and their affiliates may not own more than 9.99% of the Shares outstanding. | |
| (b) | Percent of class:
The denominator of the fraction upon which the percentages are calculated is based on (i) 81,994,765 Shares outstanding as reported on the Issuer's Form F-3 filed with the Securities and Exchange Commission on November 19, 2025 plus (ii) (A) for Frontier Fund II and Frontier Fund GP, 4,976,571 Shares issuable upon the exercise of certain warrants, (B) for Venture Fund III and Venture Fund GP, 2,073,470 Shares issuable upon the exercise of certain warrants and (C) for Investment Manager, the total of (A) and (B) which is 7,050,041 Shares. Each of Frontier Fund II and Frontier Fund GP may be deemed to beneficially own 11.0% of the Shares outstanding. Each of Venture Fund III and Venture Fund GP may be deemed to beneficially own 4.7% of the Shares outstanding. As the investment manager to both Frontier Fund II and Venture Fund III, Investment Manager may be deemed to beneficially own 15.22% of the Shares outstanding. The ownership percentages of Frontier Fund II, Frontier Fund GP, Venture Fund III and Venture Fund GP do not sum to Investment Manager's ownership percentage due to differences in the denominators. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Frontier Fund II: 0 Frontier Fund GP: 0 Venture Fund III: 0 Venture Fund GP: 0 Investment Manager: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Frontier Fund II: 9,564,872.00 Frontier Fund GP: 9,564,872.00 Venture Fund III: 3,985,169.00 Venture Fund GP: 3,985,169.00 nvestment Manager: 13,550,041.00 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Frontier Fund II: 0 Frontier Fund GP: 0 Venture Fund III: 0 Venture Fund GP: 0 Investment Manager: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Frontier Fund II: 9,564,872.00 Frontier Fund GP: 9,564,872.00 Venture Fund III: 3,985,169.00 Venture Fund GP: 3,985,169.00 Investment Manager: 13,550,041.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
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.
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Joint Filing Agreement |