Brera Holdings PLC·4

Apr 7, 5:18 PM ET

Fischer Viktor 4

4 · Brera Holdings PLC · Filed Apr 7, 2026

Research Summary

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Brera Holdings (SLMT) Director Viktor Fischer Exercises Warrants

What Happened

  • Viktor Fischer, listed as a director of Brera Holdings PLC, exercised pre-funded warrants/other in‑the‑money derivative instruments on April 3, 2026 to acquire 1,878,988 Class B ordinary shares at $0.05 per share, for a total cash outlay of $93,949. The filing also reports the corresponding disposition of the derivative instrument (i.e., the warrants were exercised/cancelled).

Key Details

  • Transaction date: April 3, 2026; Form 4 filed April 7, 2026.
  • Shares acquired: 1,878,988 at $0.05 per share; total = $93,949.
  • Disposition: Same number (1,878,988) of the derivative instrument was reported disposed (reflecting exercise).
  • Post-transaction direct ownership: The reported securities are directly owned by RBCH Ltd (see footnote); the Form 4 does not state Viktor Fischer’s individual share count after the transaction. Fischer disclaims beneficial ownership except to the extent of his pecuniary interest (see F2).
  • Footnotes of interest:
    • F1: Settlement of the warrant exercise occurred after the date provided for in the pre-funded warrants.
    • F2: The shares are held through a chain of entities (RBCH Ltd → Rockaway Blockchain Fund I, L.P. → etc.); Viktor Fischer is the ultimate sole shareholder of one entity in the chain but disclaims beneficial ownership except for pecuniary interest.
    • F3: The pre-funded warrants reported are immediately exercisable at $0.05 per share and cover up to 4,611,111 Class B shares.
  • Filing timeliness: Form 4 filed Apr 7 reporting an Apr 3 transaction (within typical Form 4 reporting window; filing does not indicate lateness code).

Context

  • This was an exercise of pre-funded warrants (a conversion of a derivative into shares at a set exercise price), not an open‑market purchase or sale of the newly issued shares. The derivative disposal entry reflects the cancellation/transfer of the warrant upon exercise.
  • No sale of the acquired shares was reported on this Form 4. The filing also notes Fischer resigned as a director effective April 5, 2026.

Insider Transaction Report

Form 4Exit
Period: 2026-04-03
Fischer Viktor
DirectorOther
Transactions
  • Exercise of In-Money

    Class B Ordinary Shares

    [F1][F2]
    2026-04-03$0.05/sh+1,878,988$93,9498,378,988 total(indirect: See footnote)
  • Exercise of In-Money

    Pre-Funded Warrants

    [F1][F3][F2]
    2026-04-03$0.05/sh1,878,988$93,9490 total(indirect: See footnote)
    Exercise: $0.05Class B Ordinary Shares (1,878,988 underlying)
Footnotes (3)
  • [F1]Reflects settlement date of warrant exercise, which occurred after the date provided for in the pre-funded warrants.
  • [F2]The securities are directly owned by RBCH Ltd, the sole shareholder of which is Rockaway Blockchain Fund I, L.P. The general partner of Rockaway Blockchain Fund I, L.P. is Rockaway Blockchain GP Ltd, the sole shareholder of which is RockawayX a.s. The sole shareholder of RockawayX a.s. is RockawayX Holding a.s. RockawayX Holding a.s. has two shareholders, each of whom owns 50%, being 0xVIFI s.r.o. and DOBERMAN Corp s.r.o. The sole shareholder of 0xVIFI s.r.o. is Viktor Fischer. Viktor Fischer disclaims any beneficial ownership in the reported securities except to the extent of his pecuniary interest therein.
  • [F3]The Pre-Funded Warrants, representing rights to purchase 4,611,111 Class B Ordinary Shares, are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants issued are exercised in full at an exercise price of $0.05 per share.
Signature
/s/ Viktor Fischer|2026-04-07

Documents

1 file
  • 4
    tm2611325-2_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT