RBCH Ltd., Viktor Fischer, and Jakub Havrlant filed Amendment No. 6 to their Schedule 13D with the SEC on October 26, 2026, disclosing updated beneficial ownership positions in Brera Holdings PLC's Class B Ordinary Shares and announcing the publication of a critical press release directed at the Irish sports-focused public company's management.

Key Highlights

  • Aggregate stake: RBCH Ltd. reports beneficial ownership of 2,222,222 Class B Ordinary Shares, representing 18.33% of the class as calculated by the filing.
  • Holdings composition: RBCH Ltd.'s reported position consists of 1,111,111 Class B Ordinary Shares held directly and warrants to purchase an additional 1,111,111 Class B Ordinary Shares at $67.50 per share.
  • Beneficial ownership cap: The Common Warrants are subject to a beneficial ownership limitation restricting RBCH Ltd. to no more than 19.99% of the class.
  • Pre-funded warrant exercises: RBCH Ltd. acquired 1,878,988 and 2,732,123 Class B Ordinary Shares (on a pre-Reverse Stock Split basis) upon exercise of pre-funded warrants for an aggregate exercise price of approximately $230,555.
  • Viktor Fischer RSUs: Fischer, who resigned as a director of the issuer on April 5, 2026, holds 1,111 vested but unsettled RSUs; remaining unvested RSUs were forfeited upon resignation.
  • Press release issued: On October 26, 2026, RBCH issued a press release expressing concern about SOL per share dilution, cash burn, excessive spending, and related party arrangements at Brera Holdings.
  • Jakub Havrlant position: Havrlant reports zero shares beneficially owned directly, disclaiming beneficial ownership in shares held through RBCH Ltd.

RBCH Ltd. Raises Concerns About Brera Holdings' Financial and Operational Direction

According to the filing, RBCH Ltd. - a Cayman Islands entity whose sole shareholder with the right to remove and replace its directors is Rockaway Blockchain Fund I, L.P. - holds its Brera Holdings PLC position through a combination of direct share ownership and Common Warrants. Brera Holdings PLC, an Irish public limited company headquartered at Connaught House, 5th Floor, One Burlington Road, Dublin 4, Ireland, had 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, which forms the denominator used in RBCH Ltd.'s 18.33% ownership calculation.

The filing discloses that on October 26, 2026, RBCH issued a press release commenting on the issuer's unaudited condensed consolidated financial statements for the six months ended June 30, 2026. According to the filing, 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 also "calls on the Issuer to take steps immediately to correct the Issuer's course and restore shareholder value," according to the filing. The filing notes that this press release follows "over a year of engagement between RBCH and the Issuer, as well as significant investment by RBCH into the Issuer."

Viktor Fischer and Jakub Havrlant are identified in the filing as the indirect holders of 100% of the outstanding equity of the general partner of Rockaway Blockchain Fund I, L.P., and may therefore be deemed beneficial owners of the shares reported by RBCH Ltd., though both individuals disclaim any such beneficial ownership. Fischer's personal holdings consist solely of 1,111 vested RSUs that remain unsettled, a figure adjusted to reflect the reverse share split effected by the issuer on May 14, 2026. The source of funds for RBCH Ltd.'s pre-funded warrant exercises is described in the filing as the working capital of RBCH Ltd.

What Was Disclosed

Amendment No. 6 to the Schedule 13D updates RBCH Ltd.'s ownership to 2,222,222 Class B Ordinary Shares of Brera Holdings PLC, representing 18.33% of the class, and discloses the issuance of a shareholder-directed press release raising concerns about the issuer's financial management and related party activity.