Brera Holdings holder RBCH reports 18.33% stake

RBCH’s reported 18.33% beneficial ownership includes directly held shares and shares issuable under Common Warrants, subject to a 19.99% limit.

Rhea-AI Filing Summary

Brera Holdings PLC is the issuer in an amendment reporting that RBCH Ltd. exercised its previously reported pre-funded warrants in full, acquiring 1,878,988 and 2,732,123 Class B Ordinary Shares on a pre-Reverse Stock Split basis for an aggregate exercise price of approximately $230,555. RBCH Ltd. no longer holds pre-funded warrants.

RBCH Ltd. reported beneficial ownership of 2,222,222 Class B Ordinary Shares: 1,111,111 held directly and 1,111,111 issuable under Common Warrants. The reported amount represents 18.33% of the class. The Common Warrants are subject to a beneficial ownership limitation of no more than 19.99%.

Filing Explained

This Schedule 13D amendment reports that RBCH Ltd. is continuing discussions with Brera’s management and board and may pursue board changes, a second extraordinary-meeting requisition, business or capital changes, or unwinding certain related-party share transactions.

Key Figures

Pre-funded warrant shares acquired: 1,878,988 shares Pre-funded warrant shares acquired: 2,732,123 shares Aggregate exercise price: Approximately $230,555 +5 more

8 metrics

Pre-funded warrant shares acquired 1,878,988 shares First amount listed; pre-Reverse Stock Split basis

Pre-funded warrant shares acquired 2,732,123 shares Second amount listed; pre-Reverse Stock Split basis

Aggregate exercise price Approximately $230,555 Exercise of RBCH Ltd.’s pre-funded warrants

Beneficial ownership 2,222,222 Class B Ordinary Shares Reported by RBCH Ltd.

Shares held directly 1,111,111 Class B Ordinary Shares Held directly by RBCH Ltd.

Shares issuable under Common Warrants 1,111,111 Class B Ordinary Shares Warrants held directly by RBCH Ltd.

Class ownership percentage 18.33% Percentage reported for RBCH Ltd.’s beneficial ownership

Beneficial ownership limitation 19.99% Maximum beneficial ownership under the Common Warrants

Key Terms

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

4 terms

Pre-Funded Warrants financial

"previously reported pre-funded warrants to purchase Class B Ordinary Shares"

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 1,111,111 Class B Ordinary Shares"

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.

Beneficial Ownership Limitation regulatory

"limiting the number of Class B Ordinary Shares that RBCH Ltd. can beneficially own"

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.

restricted stock units financial

"4,444 restricted stock units 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Brera Holdings (SLMT) shares does RBCH report beneficially owning?

RBCH Ltd. reported beneficial ownership of 2,222,222 Class B Ordinary Shares, including 1,111,111 held directly and warrants to purchase 1,111,111 shares. The reported amount represents 18.33% of the class.

How many Brera Holdings (SLMT) shares did RBCH acquire by exercising pre-funded warrants?

RBCH Ltd. acquired 1,878,988 and 2,732,123 Class B Ordinary Shares, on a pre-Reverse Stock Split basis, upon exercising previously reported pre-funded warrants. The aggregate exercise price was approximately $230,555, funded from RBCH Ltd.’s working capital.

What ownership limit applies to RBCH’s Brera Holdings (SLMT) warrants?

The Common Warrants limit the number of Class B Ordinary Shares RBCH Ltd. can beneficially own to no more than 19.99%.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/26/2026 - 05:02 PM EDT Accepted by SEC EDGAR 10/26/2026 - 05:01 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

BRERA HOLDINGS PLC

(Name of Issuer)

Class B Ordinary Shares, $0.50 nominal value per share

(Title of Class of Securities)

G13311132

(CUSIP Number)

RBCH Ltd.
c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay
Grand Cayman, E9, KY1-9009
00420 734 170 580

Leonard Wood, Esq.
Daniel Roeser, Esq., Goodwin Procter LLP, 620 Eighth Avenue
New York, NY, 10018
1 212 459 7058

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/26/2026

(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): G13311132

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 2,222,222.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,222,222.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,222,222.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.33 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

For Box 7, 9 and 11: Reflects (a) 1,111,111 class B ordinary shares, $0.50 nominal value per share ("Class B Ordinary Shares"), of Brera Holdings PLC, an Irish public limited company (the "Issuer"), and (b) warrants to purchase 1,111,111 Class B Ordinary Shares, at a price of $67.50 per Class B Ordinary Share (the "Common Warrants"), in each case as held directly by RBCH Ltd. For Box 13: The denominator of the fraction upon which this percentage is calculated is based (i) on 11,009,294 Class B Ordinary Shares outstanding as of June 30, 2026, as reported in the Issuer's Form 6-K filed on September 28, 2026 and (ii) the 1,111,111 Class B Ordinary Shares issuable upon exercise of the Common Warrants held directly by RBCH Ltd. The Common 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 19.99% (the "Beneficial Ownership Limitation").

SCHEDULE 13D

CUSIP Number(s): G13311132

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 1,111.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,111.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,111.00

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:

* Less than 1%. 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 4,444 restricted stock units ("RSUs") of the Issuer, as adjusted by the reverse share split effected by the Issuer on May 14, 2026 (the "Reverse Stock Split"), 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. 1,111 of these RSUs, as adjusted by the Reverse Stock Split, had fully vested as of January 21, 2026, but have not yet been settled. As a result of Mr. Fischer's resignation, the remaining 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): G13311132

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, $0.50 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 4, IRELAND , D04C5Y6.
Item 1 Comment: This Amendment No. 6 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 on December 4, 2025, February 9, 2026, April 7, 2026, May 28, 2026 and June 24, 2026 (together with this Amendment, 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 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is supplemented as follows: RBCH Ltd. acquired 1,878,988 and 2,732,123 Class B Ordinary Shares (on a pre-Reverse Stock Split basis) upon the exercise of its previously reported pre-funded warrants to purchase Class B Ordinary Shares (the "Pre-Funded Warrants"), for an aggregate exercise price of approximately $230,555. The source of funds for these acquisitions was the working capital of RBCH Ltd.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby supplemented as follows: On October 26, 2026, RBCH Ltd. ("RBCH") issued a press release containing the Reporting Persons' comments on the unaudited condensed consolidated financial statements for the six months ended June 30, 2026 of the Issuer. The press release expresses RBCH's concern about the financial and operational state of the Issuer as reflected in those financial statements, including SOL per share dilution, cash burn and excessive spending, and states RBCH's belief that related party arrangements and charges have come to dominate the Issuer's business. The press release further states that the Issuer's late filings and undisclosed related party shareholders raise further questions about the Issuer's management and oversight, and calls on the Issuer to take steps immediately to correct the Issuer's course and restore shareholder value. The foregoing description is qualified in its entirety by reference to the full text of the press release, a copy of which is attached hereto as Exhibit 9 and is incorporated herein by reference. This press release follows over a year of engagement between RBCH and the Issuer, as well as significant investment by RBCH into the Issuer. The Reporting Persons continue to expect to evaluate on a continuing basis RBCH'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. As of the date of this filing, the Reporting Persons have engaged in, and intend to continue to engage in, discussions with management and members of the Board of Directors of the Issuer regarding the Issuer's business, financial condition, operations, corporate governance, strategic direction, performance and alternatives to enhance shareholder value. Such discussions have related to, and may continue to relate to, among other things: potential changes to the composition of the Issuer's Board of Directors and management; the possibility of the Reporting Persons' requisitioning for a second time an extraordinary general meeting to replace members of the Board of Directors; potential changes to the Issuer's business strategy and corporate structure; changes to the Issuer's present capitalization and capital allocation; the potential unwinding of certain related party share issuances and transactions; and the potential resolution of pending litigation. The Reporting Persons reserve the right to exercise the Common Warrants, to increase or remove the Beneficial Ownership Limitation in accordance with the terms of the Common Warrants, to 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, or to change their intention with respect to any or all of the matters referred to in this Item 4.
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 comments thereto) and Item 4 of this Amendment is incorporated by reference into this Item 5.
(b)	Item 5(b) 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 comments thereto) and Item 4 of this Amendment is incorporated by reference into this Item 5.
(c)	Item 5(c) 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: As described in Item 3 and Item 4, RBCH Ltd. has exercised in full the Pre-Funded Warrants and no longer holds any Pre-Funded Warrants.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is supplemented as follows: Exhibit 9 - Press Release, dated October 26, 2026

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:	10/26/2026

Viktor Fischer

Signature:	/s/ Viktor Fischer
Name/Title:	Viktor Fischer
Date:	10/26/2026

Jakub Havrlant

Signature:	/s/ Jakub Havrlant
Name/Title:	Jakub Havrlant
Date:	10/26/2026