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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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BRERA HOLDINGS PLC (Name of Issuer) |
Class B Ordinary Shares, $0.05 nominal value per share (Title of Class of Securities) |
(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) |
06/24/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
22.74 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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 |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
CZECH REPUBLIC
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| 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 |
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 4,
IRELAND
, D04C5Y6. | |
Item 1 Comment:
This Amendment No. 5 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 June 22, 2026, the Reporting Person filed a complaint against the Issuer in the Supreme Court of the State of New York, County of New York (the "Complaint"). The Complaint asserts four causes of action: (1) breach of fiduciary duty, (2) oppression under Section 212 of the Irish Companies Act 2014, (3) declaratory judgment, and (4) injunction -- all arising from a pattern of alleged self-dealing by the Issuers current board. A copy of the Complaint is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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, 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 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is supplemented as follows:
RBCH Ltd. v. Sade, et al., 15780/2026, Supreme Court of the State of New York, New York County, dated June 22, 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.
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