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SCHEDULE 13D/A Filed 2026-10-26 Event 2026-10-26 SEC 0001104659-26-118836 →

RBCH Ltd → BRERA HOLDINGS PLC SLMT

Stake: 18.33% Shares: 2,222,222 CUSIP: G13311132 Class: Class B Ordinary Shares, $0.50 nominal value per share
Composite Decision Signal · PASS (LOW BASE-RATE EDGE) Conviction Score: 37/100 · Filer 90d Win Rate: 100% · Hist. 90d Edge: +4.9%
  • Filer track record (3 filings): 100% 90d win rate, +4.9% 90d edge
  • High conviction ownership stake (18.3%)
  • Moderate short days-to-cover (3.8 DTC)

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.

Cross-References

Insider Activity (last 365d)
3 transactions
2 buys · 0 sales · 0 awards/exercises
Issuer Cluster
13 13D/G filings on this issuer
12 other filings besides this one
Filer Track Record
4 filings by this filer
3 other filings in the data moat
Short Interest · settle 2026-10-15
DTC 3.82
296,245 shares short · -15.7% vs prior

Form 4 Insider Transactions · last 365d

DateInsiderRoleTypeSharesPriceValue
2026-05-21 Sade Ron director, officer, 10%+ owner Buy 1,149,000 $4.97 $5.71M
2026-05-21 Maimon Keren Kalima director, 10%+ owner Buy 1,149,000 $4.97 $5.71M
2026-04-03 Fischer Viktor director X 1,878,988 $0.05 $94K

Other 13D/G Filings on BRERA HOLDINGS PLC

FiledFormFilerStakeShares
2026-08-21 SCHEDULE 13D/A Sade Ron 3.20% 2,279,238 view →
2026-08-20 SCHEDULE 13D/A Maimon Keren Kalima 2.90% 2,037,207 view →
2026-08-20 SCHEDULE 13D/A Almheiri Alyazi 2.90% 2,042,781 view →
2026-07-27 SCHEDULE 13D BREA Holdings, LLC 6.20% 10,000 view →
2026-06-24 SCHEDULE 13D/A RBCH Ltd 22.74% 2,222,222 view →
2026-05-29 SCHEDULE 13D Maimon Keren Kalima 12.50% 1,336,868 view →
2026-05-29 SCHEDULE 13D Sade Ron 12.50% 1,340,646 view →
2026-05-28 SCHEDULE 13D/A RBCH Ltd 22.74% 2,222,222 view →
2026-04-07 SCHEDULE 13D/A RBCH Ltd 22.74% 22,222,222 view →
2025-05-19 SCHEDULE Pinehurst Partners LLC 38.30% 7,338,000 view →
2025-01-13 SCHEDULE Pinehurst Partners LLC 39.30% 7,258,000 view →
2024-04-03 SC Pinehurst Partners LLC — — view →

Other Filings by RBCH Ltd

FiledFormIssuerStakeShares
2026-06-24 SCHEDULE 13D/A BRERA HOLDINGS PLC SLMT 22.74% 2,222,222 view →
2026-05-28 SCHEDULE 13D/A Brera Holdings PLC SLMT 22.74% 2,222,222 view →
2026-04-07 SCHEDULE 13D/A BRERA HOLDINGS PLC SLMT 22.74% 22,222,222 view →

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