SCHEDULE: Brera Holdings Eyes RockawayX Acquisition

Brera Holdings PLC has entered a non-binding term sheet for the potential acquisition of RockawayX a.s., involving significant share consideration and board changes.

Summary

• Brera Holdings PLC signed a non-binding term sheet on December 3, 2025, for the potential acquisition of RockawayX a.s.
• The seller of RockawayX a.s. is an entity indirectly owned by Viktor Fischer and Jakub Havrlant, who are also associated with RBCH Ltd., a significant shareholder of Brera Holdings.
• Initial consideration for the acquisition is 25 million Class B Ordinary Shares of Brera Holdings.
• Contingent equity earn-out consideration could add up to approximately 62 million additional Class B Ordinary Shares.
• A contingent issuance of 20 million Class B Ordinary Shares is also possible, offsetting any earn-out if the average daily volume weighted average price (VWAP) of Class B Ordinary Shares falls below a specified price in the year following the term sheet signing.
• Share issuance is subject to an ownership limitation, preventing the seller and its affiliates from holding more than 19.99% of Brera Holdings' issued and outstanding voting shares at the time of issuance.
• If the ownership limitation is triggered, pre-funded warrants would be issued instead of shares, becoming exercisable when the limitation is no longer violated.
• Upon completion, Viktor Fischer would remain on Brera Holdings' Board, and the seller of RockawayX would designate two additional directors, one of whom would be independent.

Sentiment

Score: 6

Explanation: The filing discloses a significant potential strategic acquisition that could expand the company's operations. However, the non-binding nature of the term sheet, the substantial potential for shareholder dilution, and the numerous conditions precedent introduce considerable uncertainty and risk, balancing the potential upside.

Positives

• Potential strategic acquisition of RockawayX a.s. could expand Brera Holdings' business and market reach.
• Viktor Fischer, an existing director, would continue to serve on the board, providing continuity and potentially leveraging existing relationships.
• The acquisition structure includes a contingent equity earn-out consideration, which aligns the seller's incentives with the future performance and success of the acquired entity within Brera Holdings.

Negatives

• The term sheet is non-binding, and the transaction is subject to significant conditions, including negotiation of definitive documentation, regulatory and shareholder approvals, and due diligence, indicating a high degree of uncertainty.
• Potential for substantial dilution from the issuance of up to 87 million Class B Ordinary Shares (25 million initial + 62 million earn-out, excluding the 20 million offset) could negatively impact existing shareholder value.
• The ownership limitation and issuance of pre-funded warrants in lieu of shares could create complexity and uncertainty regarding the timing and full extent of share issuance.
• The contingent issuance of 20 million Class B Ordinary Shares based on the average daily volume weighted average price (VWAP) performance could signal concerns about future share price stability or growth.

Risks

• The potential transaction may not proceed or close due to failure in negotiating definitive agreements, inability to meet closing conditions, or lack of required regulatory and shareholder approvals.
• A thorough due diligence review by the Reporting Persons could reveal issues that lead to the abandonment of the transaction.
• Significant share issuance, if the transaction completes, could lead to substantial dilution for existing shareholders, impacting earnings per share and ownership percentages.
• The beneficial ownership limitation and the structure involving pre-funded warrants introduce complexity and potential for delayed full share issuance, which could affect market perception and liquidity.

Future Outlook

The company is exploring a significant strategic acquisition of RockawayX a.s., which, if completed, would involve substantial share issuance and changes to board composition. The transaction remains subject to extensive negotiations, due diligence, and various approvals, with no guarantee of completion.

Management Comments

• Viktor Fischer and Jakub Havrlant, as the indirect holders of 100% of the outstanding equity of the general partner of Rockaway Blockchain Fund I, L.P., the sole shareholder of RBCH Ltd. with the right to remove and replace directors of RBCH Ltd., may be deemed to be the beneficial owners of the reported shares. Viktor Fischer and Jakub Havrlant disclaim any beneficial ownership in the reported shares.
• The parties may determine not to pursue a transaction, and even if the parties do pursue a transaction, they may be unable to complete a definitive agreement or achieve closing.
• Except as may be required under the federal securities laws, the Reporting Persons presently do not expect to make further public disclosure regarding a potential transaction unless the parties enter into a definitive agreement for a transaction.

Industry Context

This potential acquisition suggests Brera Holdings is looking to expand its operations, possibly into areas related to RockawayX a.s.'s business, which could be in the blockchain or technology sector given the 'Rockaway Blockchain Fund' association. Such strategic moves are common for companies seeking growth or diversification in competitive markets.

Management Changes

Corporate Governance

Related Party Transactions

• The potential acquisition of RockawayX a.s. is from an entity indirectly owned by Viktor Fischer and Jakub Havrlant, who are also associated with RBCH Ltd., a significant shareholder of Brera Holdings PLC.
• Viktor Fischer is a director of Brera Holdings PLC and is entitled to 44,444 restricted stock units from the Issuer.

Stakeholder Impact

• Shareholders: Potential for significant dilution from new share issuances (up to 87 million shares) if the acquisition completes. Potential for strategic growth and value creation if the acquisition is successful. Changes in board composition could influence corporate governance and strategic direction.
• Management/Employees: Potential for integration challenges and opportunities if the acquisition proceeds. Viktor Fischer's continued board role provides some stability and continuity.
• RockawayX a.s. Seller: Would receive substantial equity in Brera Holdings, aligning their future financial interests with the combined entity's performance.

Next Steps

• Negotiation and execution of definitive, binding documentation for the acquisition of RockawayX a.s.
• Completion of due diligence review by the Reporting Persons regarding the potential transaction.
• Obtaining required regulatory and shareholder approvals for the transaction, as applicable.
• Potential designation of two additional directors by the seller of RockawayX upon transaction completion.

Key Dates

Recommendation

The filing details a significant potential acquisition that could be transformative for Brera Holdings. While the strategic intent is positive, the non-binding nature of the term sheet, the substantial potential for dilution, and the numerous conditions precedent introduce considerable uncertainty. Investors should hold pending further clarity on definitive agreements, due diligence outcomes, and the final terms of the transaction, particularly regarding the impact of dilution.

Keywords

Brera Holdings, RockawayX, acquisition, term sheet, Class B Ordinary Shares, warrants, beneficial ownership, corporate governance, dilution, SEC filing