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SCHEDULE 13D/A Filed 2026-04-07 Event 2026-04-03 Intent: STRATEGIC SEC 0001104659-26-040447 →

RBCH Ltd BRERA HOLDINGS PLC SLMT

Stake: 22.74% Shares: 22,222,222 CUSIP: G13311108 Class: Class B Ordinary Shares, $0.05 nominal value per share
AI Analyst Brief conf: medium
RBCH is methodically expanding its Brera Holdings stake via pre-funded warrant exercises, deliberately navigating a self-imposed 9.99% beneficial ownership cap that it has now triggered to raise to 19.99% effective May 9 — a structured accumulation pattern typical of a strategic investor building toward a control position in a micro-cap sports holding company with no other institutional presence.

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.

Cross-References

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Short Interest · settle 2026-03-31
DTC 4.38
2,497,778 shares short · -10.4% vs prior

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