SCHEDULE: Brera Holdings, RBCH Terminate RockawayX Acquisition Talks
Amendment to Beneficial Ownership Report
RBCH Ltd. and Brera Holdings PLC have terminated discussions regarding the potential acquisition of RockawayX, as disclosed in an amended Schedule 13D filing.
Summary
- RBCH Ltd. and Brera Holdings PLC ended discussions for Brera's potential acquisition of RockawayX on February 5, 2026.
- The non-binding term sheet for the acquisition was originally dated December 3, 2025.
- Viktor Fischer's role as a director of Brera Holdings PLC remains unchanged following the termination.
- RBCH Ltd. beneficially owns 22,222,222 Class B Ordinary Shares, representing 22.27% of the class.
- This ownership includes 6,500,000 Class B Ordinary Shares, 11,111,111 Common Warrants, and 4,611,111 Pre-Funded Warrants.
- The warrants are subject to a 9.99% beneficial ownership limitation, which can be increased to 19.99% and potentially removed.
- Viktor Fischer and Jakub Havrlant, indirect holders of Rockaway Blockchain Fund I, L.P.'s general partner, disclaim beneficial ownership of these shares.
- Reporting Persons may continue to evaluate business opportunities, adjust plans, and engage in discussions regarding Brera's governance, operations, strategy, and capital allocation.
Sentiment
Score: 4
Explanation: StockSavvy.ai views this as a moderately negative development due to the termination of a potential strategic acquisition, which can signal a missed growth opportunity or unresolved issues. However, the continued significant ownership and engagement of RBCH Ltd. and its principals provide some stability.
Positives
- Viktor Fischer's directorship at Brera Holdings PLC remains unchanged, indicating continuity in governance.
- Reporting Persons retain flexibility to acquire additional securities or engage in discussions to enhance shareholder value.
Negatives
- Discussions for the potential acquisition of RockawayX by Brera Holdings PLC have been terminated.
Risks
- The Warrants held by RBCH Ltd. are subject to a beneficial ownership limitation of 9.99%, which restricts immediate full exercise.
- Future plans regarding the Issuer's securities are subject to various factors including business prospects, market conditions, general economic conditions, and regulatory matters.
Future Outlook
The Reporting Persons intend to continuously evaluate RBCH Ltd.'s goals and objectives, explore other business opportunities, and may adjust their plans or proposals in the future. They reserve the right to acquire or dispose of Brera Holdings PLC securities and may engage in discussions with management and the Board regarding governance, operations, strategy, capital allocation, and shareholder value enhancement, including potentially removing the beneficial ownership limitation on their warrants.
Management Comments
- Viktor Fischer's role as a member of the board of directors of the Issuer was not changed as a result of this termination.
- 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.
- Viktor Fischer and Jakub Havrlant disclaim any beneficial ownership in the reported shares.
Industry Context
StockSavvy.ai notes that the termination of a potential acquisition, especially one involving a blockchain-related entity like RockawayX, could reflect shifting strategic priorities or valuation disagreements in the dynamic blockchain and digital asset sector. This move allows Brera Holdings PLC to potentially pursue alternative growth strategies or focus on existing operations, while RBCH Ltd. maintains its significant stake and influence.
Comparison to Industry Standards
- NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Viktor Fischer | Viktor Fischer | NA | No change; role remains unchanged despite acquisition termination. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Potential discussions | Reporting Persons may engage in discussions with management and the Board of Directors concerning the Issuer's governance, operations, strategy, capital allocation, performance, and alternatives to enhance shareholder value. | Ongoing | Could lead to future changes in corporate strategy or governance if discussions are fruitful. |
| Beneficial Ownership Limitation | The Warrants held by RBCH Ltd. are subject to a 9.99% beneficial ownership limitation, which may be increased to 19.99% and ultimately removed pursuant to the terms and conditions of the Warrants. | Ongoing | Limits RBCH Ltd.'s immediate voting power and influence, but potential for removal could significantly increase their control. |
Legal Proceedings
- NA
Related Party Transactions
- The terminated acquisition discussions were with an entity indirectly owned by Viktor Fischer and Jakub Havrlant, who are associated with RBCH Ltd. and Brera Holdings PLC (Viktor Fischer is a director).
Stakeholder Impact
- Shareholders: May react negatively to the termination of a potential strategic acquisition, potentially impacting share price. However, the continued significant stake of RBCH Ltd. and its principals could be seen as a commitment.
- Management/Board: The termination requires a re-evaluation of strategic direction. Viktor Fischer's role as director is unchanged.
- RockawayX: The potential acquisition by Brera Holdings PLC is no longer proceeding, requiring RockawayX to pursue other strategic options.
Next Steps
- Reporting Persons will continue to evaluate RBCH Ltd.'s goals and objectives and other business opportunities.
- Reporting Persons may change their plans or proposals regarding Brera Holdings PLC securities in the future.
- Reporting Persons may engage in discussions with Brera's management, Board of Directors, and other shareholders concerning governance, operations, strategy, capital allocation, performance, and shareholder value enhancement.
- Reporting Persons may request the removal of the Beneficial Ownership Limitation on their warrants.
- Reporting Persons reserve the right to increase and/or remove the Beneficial Ownership Limitation in accordance with the terms of the Warrants.
- Reporting Persons may dispose of or acquire additional securities of Brera Holdings PLC in the open market, privately negotiated transactions, or otherwise.
Key Dates
| Date | Description |
|---|---|
| 2025-09-30 | Original Schedule 13D filed with the SEC. |
| 2025-11-06 | Date used for calculating outstanding Class B Ordinary Shares (81,994,765 shares). |
| 2025-12-03 | Date of the non-binding term sheet for the potential acquisition of RockawayX. |
| 2026-02-05 | Date of event requiring filing; termination of discussions regarding the potential acquisition of RockawayX. |
| 2026-02-09 | Date this Amendment No. 2 to Schedule 13D was signed. |
Recommendation
holdThe termination of the RockawayX acquisition discussions removes a potential growth catalyst for Brera Holdings PLC, which is a negative signal. However, RBCH Ltd. maintains a substantial beneficial ownership stake of 22.27% and has expressed intentions to engage with management on strategy and shareholder value. This significant insider ownership and potential for future strategic involvement suggest that investors should hold their positions to observe the company's revised strategic direction and any further actions by RBCH Ltd. before making a definitive buy or sell decision.
Keywords
Brera Holdings, RBCH Ltd, RockawayX, acquisition, termination, Schedule 13D, Class B Ordinary Shares, warrants, beneficial ownership, corporate governance
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