SCHEDULE: RBCH Ltd. Acquires 9.99% Stake in Brera Holdings PLC

RBCH Ltd. has acquired a significant 9.99% beneficial ownership stake in Brera Holdings PLC, including shares and warrants, for approximately $50 million in USD Coin, with Viktor Fischer joining the board.

Summary

• RBCH Ltd., a Cayman company, acquired 6,500,000 Class B Ordinary Shares, 11,111,111 Common Warrants, and 4,611,111 Pre-Funded Warrants of Brera Holdings PLC on September 23, 2025.
• The total acquisition cost was $49,999,999.50, paid in USD Coin, funded by RBCH Ltd.'s working capital.
• This transaction results in RBCH Ltd. beneficially owning 22,222,222 Class B Ordinary Shares, representing 9.99% of the outstanding class.
• A warrant blocker prevents RBCH Ltd. from exceeding 9.99% beneficial ownership upon exercise of the warrants.
• Viktor Fischer, an indirect holder of RBCH Ltd.'s sole shareholder, was appointed to Brera Holdings PLC's Board of Directors on September 23, 2025.
• RBCH Ltd. is also party to a Registration Rights Agreement concerning its beneficially owned shares.

Sentiment

Score: 8

Explanation: The substantial investment of nearly $50 million and the appointment of a representative to the board by an investment vehicle like RBCH Ltd. (backed by Rockaway Blockchain Fund) typically signals strong confidence in the Issuer's future prospects and strategic direction. This capital infusion also provides a positive outlook.

Positives

• A significant investment of approximately $50 million in Brera Holdings PLC by RBCH Ltd. indicates strong confidence in the Issuer's prospects.
• The appointment of Viktor Fischer to the Board of Directors on September 23, 2025, brings new expertise and strategic alignment from a major investor.
• The acquisition was made using USD Coin, potentially signaling a modern and forward-thinking approach to capital deployment.

Risks

• The Reporting Persons may change their investment plans, including selling or acquiring additional securities, based on market conditions and the Issuer's prospects.
• The value of the investment is subject to the business and prospects of Brera Holdings PLC, general economic conditions, and regulatory matters.

Future Outlook

The Reporting Persons intend to continuously evaluate their investment in Brera Holdings PLC, considering the Issuer's business prospects, market conditions, and other opportunities, and reserve the right to adjust their holdings by acquiring or disposing of securities.

Management Comments

• Viktor Fischer and Jakub Havrlant disclaim any beneficial ownership in the reported shares.
• The Reporting Persons 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 it deems 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.

Industry Context

This filing indicates a significant investment by a venture capital-backed entity (Rockaway Blockchain Fund I, L.P. via RBCH Ltd.) into Brera Holdings PLC, suggesting potential interest in the Issuer's sector or a strategic play. The use of USD Coin for the acquisition highlights a growing trend of digital asset integration in traditional financial transactions, particularly relevant for companies with exposure to blockchain or digital asset ecosystems, which Rockaway Blockchain Fund specializes in.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential positive impact due to a significant new investor and board member, potentially signaling increased confidence and strategic direction.
• Company (Brera Holdings PLC): Receives a substantial capital infusion (approximately $50 million) and gains a new director with potential expertise from the investment firm.

Next Steps

• RBCH Ltd. will continue to evaluate its investment in Brera Holdings PLC.
• RBCH Ltd. may acquire additional securities or dispose of its current holdings in the future.
• Viktor Fischer will receive equity grants as a non-employee director.

Key Dates

Recommendation

The substantial investment of nearly $50 million by RBCH Ltd., a vehicle for Rockaway Blockchain Fund I, L.P., coupled with the appointment of Viktor Fischer to the board, signals strong institutional confidence in Brera Holdings PLC's future. This capital infusion and strategic alignment suggest positive future prospects, making it an attractive 'buy' for seasoned investors.

Keywords

Brera Holdings PLC, RBCH Ltd., Schedule 13D, Class B Ordinary Shares, Warrants, Investment, Beneficial Ownership, Board Appointment, Viktor Fischer, USD Coin, Rockaway Blockchain Fund