|
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) |
(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) |
SCHEDULE 13D
|
| 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)
| ||||||||
| 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
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 |
SCHEDULE 13D
|
| 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
| ||||||||
| 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
|
| 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)
| ||||||||
| 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 |
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.
|
|
|
|
|
|
|