SEC Form SCHEDULE 13G filed by Brera Holdings PLC
$BREA
Services-Misc. Amusement & Recreation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Brera Holdings PLC (Name of Issuer) |
Class B Ordinary Shares, $0.005 nominal value per share (Title of Class of Securities) |
G13311108 (CUSIP Number) |
09/30/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G13311108 |
| 1 | Names of Reporting Persons
Anatole Investment Management Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,111,110.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
17.56 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: (1) Reflects 5,555,555 class B ordinary shares, $0.05 nominal value per share ("Class B Ordinary Shares"), of Brera Holdings PLC, an Irish public limited company (the "Issuer"), and common warrants to purchase 5,555,555 Class B Ordinary Shares, at a price of $6.75 per Class B Ordinary Share (the "Common Warrants"), which are immediately exercisable, in each case beneficially owned by Anatole Investment Management Limited.
(2) The denominator of the fraction upon which this percentage is calculated is based on 1,780,908 Class B Ordinary Shares outstanding as reported on the Issuer's Form 6-K filed on June 24, 2025, which is adjusted to include (i) the issuance of 61,505,516 Class B ordinary shares as of September 23, 2025 as reported on the Issuer's Form 6-K filed on September 26, 2025, and (ii) the 5,555,555 Class B Ordinary Shares issuable upon exercise of the Common Warrants beneficially owned by Anatole Investment Management Limited.
SCHEDULE 13G
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| CUSIP No. | G13311108 |
| 1 | Names of Reporting Persons
Anatole Holding Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,111,110.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
17.56 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: (1) Anatole Holding Company is the sole shareholder of Anatole Investment Management Limited. See Note 1 to the Cover Page for Anatole Investment Management Limited.
(2) See Note 2 to the Cover Page for Anatole Investment Management Limited.
SCHEDULE 13G
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| CUSIP No. | G13311108 |
| 1 | Names of Reporting Persons
Xiaofan Yang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,111,110.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
17.56 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Through his direct and indirect ownership and/or investment control in Anatole Holding Company, Xiaofan Yang may be deemed to be the beneficial owner of the reported shares. See Note 1 to the Cover Page for Anatole Investment Management Limited.
(2) See Note 2 to the Cover Page for Anatole Investment Management Limited.
SCHEDULE 13G
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| 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, Ireland, D04 C5Y6 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Anatole Investment Management Limited; (ii) Anatole Holding Company; (iii) Xiaofan Yang | |
| (b) | Address or principal business office or, if none, residence:
17/F Southland Building
48 Connaught Road
Central, Hong Kong | |
| (c) | Citizenship:
(i)Anatole Investment Management Limited: Hong Kong; (ii) Anatole Holding Company: Cayman Islands; (iii) Xiaofan Yang: Hong Kong | |
| (d) | Title of class of securities:
Class B Ordinary Shares, $0.005 nominal value per share | |
| (e) | CUSIP No.:
G13311108 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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Anatole Investment Management Limited is an investment manager licensed by the Securities and Futures Commission of Hong Kong to conduct Type 9 (Asset Management) regulated activities in Hong Kong. | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) Anatole Investment Management Limited: 11,111,110; (ii) Anatole Holding Company: 11,111,110; (iii) Xiaofan Yang: 11,111,110 | |
| (b) | Percent of class:
(i) Anatole Investment Management Limited: 17.56%; (ii) Anatole Holding Company: 17.56%; (iii) Xiaofan Yang: 17.56% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
(i) Anatole Investment Management Limited: 0; (ii) Anatole Holding Company: 0; (iii) Xiaofan Yang: 0 | ||
| (ii) Shared power to vote or to direct the vote:
(i) Anatole Investment Management Limited: 11,111,110; (ii) Anatole Holding Company: 11,111,110; (iii) Xiaofan Yang: 11,111,110 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(i) Anatole Investment Management Limited: 0; (ii) Anatole Holding Company: 0; (iii) Xiaofan Yang: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(i) Anatole Investment Management Limited: 11,111,110; (ii) Anatole Holding Company: 11,111,110; (iii) Xiaofan Yang: 11,111,110 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The securities beneficially owned by the Reporting Persons are directly held by (i) Anatole Partners Master Fund, L.P. and (ii) Anatole Partners Enhanced Master Fund, L.P., for which Anatole Investment Management Limited serves as the investment manager. | ||
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Anatole Investment Management Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
| 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.
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