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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
BRERA HOLDINGS PLC (Name of Issuer) |
Class B Ordinary Shares, $0.05 nominal value per share (Title of Class of Securities) |
G13311108 (CUSIP Number) |
RBCH Ltd. c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay Grand Cayman, E9, KY1-9009 00420 734 170 580 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/05/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G13311108 |
| 1 |
Name of reporting person
RBCH Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,222,222.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.27 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
For Box 7, 9 and 11: Reflects (a) 6,500,000 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"), (b) warrants to purchase 11,111,111 Class B Ordinary Shares, at a price of $6.75 per Class B Ordinary Share (the "Common Warrants"), and (c) pre-funded warrants to purchase 4,611,111 Class B Ordinary Shares, at a price of $0.05 per Class B Ordinary Share (the "Pre-Funded Warrants", and together with the Common Warrants, the "Warrants"), in each case held directly by RBCH Ltd. For Box 13: The denominator of the fraction upon which this percentage is calculated is based (i) on 81,994,765 Class B Ordinary Shares outstanding as of November 6, 2025, and (ii) the 15,722,222 Class B Ordinary Shares issuable upon exercise of the Warrants held directly by RBCH Ltd. The Warrants held by RBCH Ltd. are subject to a beneficial ownership limitation limiting the number of Class B Ordinary Shares that RBCH Ltd. can beneficially own to no more than 9.99% (the "Beneficial Ownership Limitation"). The Beneficial Ownership limitation may be increased to 19.99% and ultimately removed pursuant to the terms and conditions of the Warrants.
SCHEDULE 13D
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| CUSIP No. | G13311108 |
| 1 |
Name of reporting person
Viktor Fischer | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SLOVAKIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
For Box 7, 9 and 11: Viktor Fischer, in his capacity as a director of the Issuer, is entitled to compensation from the Issuer in connection with his service as a director, including 44,444 restricted stock units of the Issuer to be issued under the Issuer's 2022 Equity Incentive Plan which, when granted, will be subject to vesting conditions. Viktor Fischer and Jakub Havrlant, as the indirect holders of 100% of the outstanding equity of the general partner of Rockaway Blockchain Fund I, L.P., the sole shareholder of RBCH Ltd. with the right to remove and replace directors of RBCH Ltd., may be deemed to be the beneficial owners of the reported shares. Viktor Fischer and Jakub Havrlant disclaim any beneficial ownership in the reported shares. See also comments for RBCH Ltd. For Box 13: See comments for RBCH Ltd.
SCHEDULE 13D
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| CUSIP No. | G13311108 |
| 1 |
Name of reporting person
Jakub Havrlant | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CZECH REPUBLIC
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
For Box 7, 9 and 11: Viktor Fischer and Jakub Havrlant, as the indirect holders of 100% of the outstanding equity of the general partner of Rockaway Blockchain Fund I, L.P., the sole shareholder of RBCH Ltd. with the right to remove and replace the directors of RBCH Ltd., may be deemed to be the beneficial owners of the reported shares. Viktor Fischer and Jakub Havrlant disclaim any beneficial ownership in the reported shares. See also comments for RBCH Ltd.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class B Ordinary Shares, $0.05 nominal value per share | |
| (b) | Name of Issuer:
BRERA HOLDINGS PLC | |
| (c) | Address of Issuer's Principal Executive Offices:
Connaught House, 5th Floor, One Burlington Road, Dublin,
IRELAND
, D04 C5Y6. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment") filed on behalf of the Reporting Persons amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on September 30, 2025 (as amended, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is supplemented as follows: On February 5, 2026, the Issuer and an entity indirectly owned by Viktor Fischer and Jakub Havrlant terminated discussions regarding the potential acquisition of RockawayX by the Issuer as described in the non-binding term sheet dated December 3, 2025. Viktor Fischer's role as a member of the board of directors of the Issuer was not changed as a result of this termination. The Reporting Persons continue to expect to evaluate on a continuing basis RBCH Ltd.'s goals and objectives and other business opportunities, and may change plans or proposals in the future. In determining from time to time whether to sell the securities reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Persons. In addition, the Reporting Persons may, from time to time, transfer shares beneficially owned by them for tax, estate or other economic planning purposes. The Reporting Persons may engage in discussions with management, the Board of Directors, other shareholders, and other relevant parties concerning the Issuer's governance, operations, strategy, capital allocation, performance and alternatives to enhance shareholder value, including requesting the removal of the Beneficial Ownership Limitation. The Reporting Persons reserve the right to increase and/or remove the Beneficial Ownership Limitation in accordance with the terms of the Warrants, dispose of securities of the Issuer or acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of its holdings of securities of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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. | |
| (b) | 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. | |
| (c) | 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. | |
| 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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