Sec Form 13D Filing - RBCH Ltd. filing for - 2025-12-04

Item 4 of the Schedule 13D is supplemented as follows: On December 3, an entity indirectly owned by Viktor Fischer and Jakub Havrlant entered into a non-binding term sheet with the Issuer in respect of a potential acquisition of RockawayX a.s. by the Issuer. Such term sheet provides for: (a) initial consideration of 25 million Class B Ordinary Shares, (b) contingent equity earn-out consideration of up to approximately 62 million additional Class B Ordinary Shares, and (c) the contingent issuance of 20 million Class B Ordinary Shares in the aggregate, which would offset share-for-share any contingent equity earn-out consideration and which would only be issued if the average daily volume weighted average price of the Class B Ordinary Shares for specified periods in the year following signing of the Term Sheet, is at or below a specified price. Notwithstanding the foregoing, under the Term Sheet the Issuer would not issue any Class B Ordinary Shares to the seller in the potential transaction to the extent that any such issuance would result in the seller (and its affiliates) holding more than 19.99% of the Issuer's issued and outstanding voting shares at the time of issuance (the "Ownership Limitation"). In lieu of issuing Class B Ordinary Shares in excess of the Ownership Limitation, the Issuer would issue pre-funded warrants that would become exercisable in additional amounts at such time(s) as issuance of the underlying Class B Ordinary Shares would not cause the seller's holdings to violate the Ownership Limitation at the time of such additional issuance. Pursuant to the Term Sheet, upon the completion of the transaction (a) Viktor Fischer would continue to serve on the Board of the Issuer and (b) the seller of RockawayX will have the right to designate two other directors, one of which would be independent as determined by the board of the Issuer. The potential transaction is subject to negotiation and execution of definitive, binding documentation, including with respect to economic terms, closing conditions and other matters. The closing of the potential transaction would be subject to closing conditions receipt of required regulatory and shareholder approvals, as applicable. In connection with the potential transaction, the Reporting Persons may obtain access to due diligence materials from the Issuer. Any final decision to proceed with a potential transaction will be subject to a due diligence review. The parties may determine not to pursue a transaction, and even if the parties do pursue a transaction, they may be unable to complete a definitive agreement or achieve closing. Except as may be required under the federal securities laws, the Reporting Persons presently do not expect to make further public disclosure regarding a potential transaction unless the parties enter into a definitive agreement for a transaction.

Item 5(a) of the Schedule 13D is amended and restated as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment (including the footnotes thereto) and Item 4 of this Amendment is incorporated by reference into this Item 5.

Item 5(a) of the Schedule 13D is amended and restated as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment (including the footnotes thereto) is incorporated by reference into this Item 5.

Item 5(a) of the Schedule 13D is amended and restated as follows: The information provided in response to Item 3 and Item 4 hereof is incorporated by reference into this Item 5(c). Except as described in this Schedule 13D, the Reporting Persons have not effected any transactions in the Class B Ordinary Shares during the past 60 days.