RBCH positions for bigger Brera (SLMT) stake with warrant exercises

Rhea-AI Filing Summary

RBCH Ltd. reports beneficial ownership of 22,222,222 Brera Class B Ordinary Shares, representing 22.74% of the class, including shares issuable from warrants. RBCH has notified Brera that it is increasing its Beneficial Ownership Limitation from 9.99% to 19.99%, effective May 9, 2026.

RBCH intends to exercise its remaining 2,732,123 pre-funded warrants at $0.05 per share once the higher cap is effective, after already exercising 1,878,988 pre-funded warrants at $0.05 settled on April 3, 2026. Director Viktor Fischer resigned on April 5, 2026, causing forfeiture of 33,332 of his 44,444 RSUs, with 11,112 RSUs vested but unsettled.

Insights

Equity ownership and governance analyst

RBCH positions for a larger Brera stake while a director exits.

RBCH Ltd. now reports beneficial ownership of 22.74% of Brera’s Class B shares, counting 22,222,222 shares and warrant-linked shares. It has elected to raise its Beneficial Ownership Limitation from 9.99% to 19.99%, effective May 9, 2026, under its warrant terms.

This higher cap allows RBCH to exercise the remaining 2,732,123 pre-funded warrants at $0.05 per share, after already exercising 1,878,988 pre-funded warrants settled on April 3, 2026. The filing also notes director Viktor Fischer’s resignation on April 5, 2026 and forfeiture of 33,332 unvested RSUs, leaving 11,112 vested but unsettled. Overall, this points to potential further share issuance to RBCH and a board change, but the longer-term impact depends on RBCH’s future exercises and any strategic engagement it pursues with Brera’s management and board.

Key Figures

Beneficially owned shares: 22,222,222 shares Ownership percentage: 22.74% Common Warrants: 11,111,111 shares at $6.75 +5 more

8 metrics

Beneficially owned shares 22,222,222 shares Class B Ordinary Shares beneficially owned by RBCH Ltd.

Ownership percentage 22.74% Percent of Class B represented by RBCH’s beneficial ownership

Common Warrants 11,111,111 shares at $6.75 Class B shares issuable upon exercise of Common Warrants

Pre-Funded Warrants remaining 2,732,123 shares at $0.05 Class B shares issuable upon full exercise of remaining pre-funded warrants

Recently exercised pre-funded warrants 1,878,988 shares at $0.05 Pre-funded warrants exercised and settled on April 3, 2026

Beneficial Ownership Limitation change 9.99% to 19.99% Ownership cap increase effective May 9, 2026

Outstanding shares baseline 81,995,395 shares Class B shares outstanding as of February 28, 2026

Fischer RSUs 44,444 RSUs (11,112 vested, 33,332 forfeited) Director equity awards and forfeiture upon April 5, 2026 resignation

Key Terms

Beneficial Ownership Limitation, Pre-Funded Warrants, Common Warrants, restricted stock units, +1 more

5 terms

Beneficial Ownership Limitation financial

"to increase the Beneficial Ownership Limitation limiting the number of Class B Ordinary Shares"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Pre-Funded Warrants financial

"pre-funded warrants to purchase 2,732,123 Class B Ordinary Shares, at price of $0.05 per Class B Ordinary Share"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Common Warrants financial

"warrants to purchase 11,111,111 Class B Ordinary Shares, at a price of $6.75 per Class B Ordinary Share (the "Common Warrants")"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

restricted stock units financial

"Mr. Fischer was previously issued 44,444 restricted stock units ("RSUs") of the Issuer"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

beneficial owners financial

"may be deemed to be the beneficial owners of the reported shares of RBCH Ltd."

Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

04/03/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 22,222,222.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 22,222,222.00
10	Shared Dispositive Power 0.00

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)

22.74 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

For Box 7, 9 and 11: Reflects (a) 8,378,988 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 2,732,123 Class B Ordinary Shares, at 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 81,995,395 Class B Ordinary Shares outstanding as of February 28, 2026, as reported in the Issuer's Form 6-K filed on March 24, 2026, which has been adjusted to reflect RBCH Ltd.'s exercise of its previously reported Pre-Funded Warrants to purchase 1,878,988 Class B Ordinary Shares, which exercise was settled by the Issuer on April 3, 2026, (ii) the 2,732,123 Class B Ordinary Shares issuable upon exercise of the remaining Pre-Funded Warrants held directly by RBCH Ltd. and (iii) the 11,111,111 Class B Ordinary Shares issuable upon exercise of the Common Warrants held directly by RBCH Ltd. The Warrants held by RBCH Ltd. are currently 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 may ultimately be removed pursuant to the terms and conditions of the Warrants. RBCH Ltd. has provided notice to the Issuer to increase the Beneficial Ownership Limitation to 19.99%.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 11,112.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,112.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,112.00

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: Prior to resigning as a director of the Issuer on April 5, 2026, Viktor Fischer was entitled to compensation from the Issuer in connection with his service as a director. Mr. Fischer was previously issued 44,444 restricted stock units ("RSUs") of the Issuer under the Issuer's 2022 Equity Incentive Plan. The RSUs were to vest in eight equal quarterly installments, commencing on October 21, 2025, subject to Mr. Fischer's continued service to the Issuer through each such vesting date. 11,112 of these RSUs had fully vested as of January 21, 2026, but have not yet been settled. As a result of Mr. Fischer's resignation, the remaining 33,332 RSUs that had not yet vested have been forfeited, terminated and cancelled. 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 of RBCH Ltd. Viktor Fischer and Jakub Havrlant disclaim any beneficial ownership in the reported shares of RBCH Ltd. See also comments for RBCH Ltd. For Box 13: See comments for RBCH Ltd.

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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 of RBCH Ltd. Viktor Fischer and Jakub Havrlant disclaim any beneficial ownership in the reported shares of RBCH Ltd. See also comments for RBCH Ltd. For Box 13: See comments for RBCH Ltd.

SCHEDULE 13D

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. 3 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 March 9, 2026, pursuant to the terms and conditions of the Warrants, RBCH Ltd. provided notice (the "Increase Notice") to the Issuer to increase the Beneficial Ownership Limitation limiting the number of Class B Ordinary Shares that RBCH Ltd. can beneficially own from 9.99% to no more than 19.99%, which increase will become effective on May 9, 2026. Upon the effectiveness of the increase of the Beneficial Ownership Limitation, RBCH Ltd. intends to exercise the remaining Pre-Funded Warrants it holds in full to purchase 2,732,123 Class B Ordinary Shares from the Issuer, at a price of $0.05 per Class B Ordinary Share. In connection with the delivery of the Increase Notice, RBCH Ltd. exercised Pre-Funded Warrants to purchase 1,878,988 Class B Ordinary Shares from the Issuer, at a price of $0.05 per Class B Ordinary Share, which exercise was settled by the Issuer on April 3, 2026. Effective April 5, 2026, Viktor Fischer resigned from his position as a member of the Issuer's Board of Directors. 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. The Reporting Persons reserve the right to exercise the Common Warrants in addition to the Pre-Funded 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.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is supplemented as follows: Mr. Fischer was previously issued 44,444 RSUs under the Issuer's 2022 Equity Incentive Plan. The RSUs were to vest in eight equal quarterly installments, commencing on October 21, 2025, subject to Mr. Fischer's continued service to the Issuer through each such vesting date. 11,112 of these RSUs had fully vested as of January 21, 2026, but have not yet been settled. As a result of Mr. Fischer's resignation from the Issuer's Board of Directors effective April 5, 2026, the remaining 33,332 RSUs that had not yet vested have been forfeited, terminated and cancelled.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is supplemented as follows: 5 Brera Holdings Limited 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to Issuer's Registration Statement on Form F-1 filed on November 4, 2022) 6 Form of Restricted Share Unit Award Agreement for 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.17 to Issuer's Registration Statement on Form F-1 filed on November 4, 2022)

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.

RBCH Ltd.

Signature:	/s/ Glenn Kennedy
Name/Title:	Glenn Kennedy, Director
Date:	04/07/2026

Viktor Fischer

Signature:	/s/ Viktor Fischer
Name/Title:	Viktor Fischer
Date:	04/07/2026

Jakub Havrlant

Signature:	/s/ Jakub Havrlant
Name/Title:	Jakub Havrlant
Date:	04/07/2026

FAQ

How much of Brera Holdings PLC does RBCH Ltd. report owning?

RBCH Ltd. reports beneficial ownership of 22,222,222 Brera Class B Ordinary Shares, representing 22.74% of that share class. This figure includes 8,378,988 shares plus 13,843,234 shares issuable upon exercise of common and pre-funded warrants under specified terms.

What change is RBCH Ltd. making to its Beneficial Ownership Limitation in Brera (SLMT)?

RBCH Ltd. has given notice to increase its Beneficial Ownership Limitation from 9.99% to 19.99%, effective May 9, 2026. This higher cap allows RBCH to exercise additional warrants while remaining within the contractual ownership threshold set in its warrant agreements.

What warrant exercises has RBCH Ltd. completed and planned with Brera Holdings PLC?

RBCH Ltd. has exercised pre-funded warrants to buy 1,878,988 Class B shares at $0.05 per share, settled on April 3, 2026. After the ownership cap rises, it intends to exercise remaining pre-funded warrants for 2,732,123 additional shares at the same price.

What is the status of Viktor Fischer’s equity compensation from Brera (SLMT)?

Viktor Fischer was granted 44,444 RSUs, vesting in eight quarterly installments. By January 21, 2026, 11,112 RSUs had vested but not settled. Following his April 5, 2026 resignation from the board, the remaining 33,332 unvested RSUs were forfeited and cancelled.

How many Brera shares are tied to RBCH Ltd.’s warrants and at what prices?

RBCH Ltd. holds warrants for 11,111,111 Class B shares at $6.75 per share (Common Warrants) and pre-funded warrants for 2,732,123 shares at $0.05 per share. These instruments, together with existing shares, comprise its reported 22,222,222 beneficially owned shares.

What is the share count Brera used to calculate RBCH’s 22.74% ownership?

The 22.74% figure uses a denominator based on 81,995,395 Class B shares outstanding as of February 28, 2026, adjusted for RBCH’s exercise of 1,878,988 pre-funded warrants, plus 2,732,123 shares issuable from remaining pre-funded warrants and 11,111,111 shares from common warrants.