Brera Holdings Plc
A football club ownership and management company that buys, develops, and runs soccer teams around the world. Founded in 2022 and named after the Brera district of Milan, Italy — a neighborhood famous for its art galleries — the company's first acquisition was Brera Calcio, an Italian amateur club. It has since expanded its portfolio of football clubs across multiple countries.
Item 4 is hereby amended and restated to read as follows: The information set forth or incorporated in Item 3 is hereby incorporated by reference. On the Event Date, Mr. Sade, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi were appointed to the Board of Directors of the Issuer (the "New Directors"). As directors of the Issuer, each of the New Directors may be able to control the Issuer's business and influence the corporate activities of the Issuer, and expects in the future to discuss and make decisions in the ordinary course of his or her duties regarding plans or proposals with respect to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Depending on the factors discussed herein, each of the New Directors may, from time to time, in their individual capacities, acquire additional Ordinary Shares and/or retain and/or sell all or a portion of the Ordinary Shares held by such person in the open market or in privately negotiated transactions, and/or may distribute Ordinary Shares to be acquired or held by such person to other entities. Any actions that each of the New Directors might undertake will be dependent upon such person's review of numerous factors, including, among other things, the price levels of the Ordinary Shares, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, such person's need for liquidity, and other future developments. Any future acquisitions of Ordinary Shares by each of the New Directors will be subject to the Issuer's policies, including its insider trading policy, as applicable. On the Event Date in connection with the PIPE and the related transactions, the Reporting Persons mutually agreed to dissolve and terminate their informal understanding to act as a "group" for purposes of Regulation 13D solely with respect to the Ordinary Shares of the Issuer. In connection with such determination, each of the Reporting Persons acknowledged and agreed that they are no longer members of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, effective as of the Event Date, the Reporting Persons no longer may be deemed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and each of Mr. Hirsch, Mr. Sade, Mr. Haklili, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi separately beneficially owns less than 5% of the outstanding Ordinary Shares of the Issuer and shall cease to be Reporting Persons immediately after the filing of this Amendment. As a result of the Reporting Persons' termination of their informal understanding to act as a "group", except as set forth herein with respect to the New Directors and the Strategic Advisors, none of the Reporting Persons presently has any additional plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, but depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect their investment in the Issuer at any time.
Item 4 is hereby amended and restated to read as follows: The information set forth or incorporated in Item 3 is hereby incorporated by reference. On the Event Date, Mr. Sade, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi were appointed to the Board of Directors of the Issuer (the "New Directors"). As directors of the Issuer, each of the New Directors may be able to control the Issuer's business and influence the corporate activities of the Issuer, and expects in the future to discuss and make decisions in the ordinary course of his or her duties regarding plans or proposals with respect to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Depending on the factors discussed herein, each of the New Directors may, from time to time, in their individual capacities, acquire additional Ordinary Shares and/or retain and/or sell all or a portion of the Ordinary Shares held by such person in the open market or in privately negotiated transactions, and/or may distribute Ordinary Shares to be acquired or held by such person to other entities. Any actions that each of the New Directors might undertake will be dependent upon such person's review of numerous factors, including, among other things, the price levels of the Ordinary Shares, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, such person's need for liquidity, and other future developments. Any future acquisitions of Ordinary Shares by each of the New Directors will be subject to the Issuer's policies, including its insider trading policy, as applicable. On the Event Date in connection with the PIPE and the related transactions, the Reporting Persons mutually agreed to dissolve and terminate their informal understanding to act as a "group" for purposes of Regulation 13D solely with respect to the Ordinary Shares of the Issuer. In connection with such determination, each of the Reporting Persons acknowledged and agreed that they are no longer members of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, effective as of the Event Date, the Reporting Persons no longer may be deemed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and each of Mr. Hirsch, Mr. Sade, Mr. Haklili, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi separately beneficially owns less than 5% of the outstanding Ordinary Shares of the Issuer and shall cease to be Reporting Persons immediately after the filing of this Amendment. As a result of the Reporting Persons' termination of their informal understanding to act as a "group", except as set forth herein with respect to the New Directors and the Strategic Advisors, none of the Reporting Persons presently has any additional plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, but depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect their investment in the Issuer at any time.
Item 4 is hereby amended and restated to read as follows: The information set forth or incorporated in Item 3 is hereby incorporated by reference. On the Event Date, Mr. Sade, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi were appointed to the Board of Directors of the Issuer (the "New Directors"). As directors of the Issuer, each of the New Directors may be able to control the Issuer's business and influence the corporate activities of the Issuer, and expects in the future to discuss and make decisions in the ordinary course of his or her duties regarding plans or proposals with respect to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Depending on the factors discussed herein, each of the New Directors may, from time to time, in their individual capacities, acquire additional Ordinary Shares and/or retain and/or sell all or a portion of the Ordinary Shares held by such person in the open market or in privately negotiated transactions, and/or may distribute Ordinary Shares to be acquired or held by such person to other entities. Any actions that each of the New Directors might undertake will be dependent upon such person's review of numerous factors, including, among other things, the price levels of the Ordinary Shares, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, such person's need for liquidity, and other future developments. Any future acquisitions of Ordinary Shares by each of the New Directors will be subject to the Issuer's policies, including its insider trading policy, as applicable. On the Event Date in connection with the PIPE and the related transactions, the Reporting Persons mutually agreed to dissolve and terminate their informal understanding to act as a "group" for purposes of Regulation 13D solely with respect to the Ordinary Shares of the Issuer. In connection with such determination, each of the Reporting Persons acknowledged and agreed that they are no longer members of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, effective as of the Event Date, the Reporting Persons no longer may be deemed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and each of Mr. Hirsch, Mr. Sade, Mr. Haklili, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi separately beneficially owns less than 5% of the outstanding Ordinary Shares of the Issuer and shall cease to be Reporting Persons immediately after the filing of this Amendment. As a result of the Reporting Persons' termination of their informal understanding to act as a "group", except as set forth herein with respect to the New Directors and the Strategic Advisors, none of the Reporting Persons presently has any additional plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, but depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect their investment in the Issuer at any time.
BREA, Pinehurst and Mr. McClory previously filed a Schedule 13D with respect to their investment in the Issuer, which filing is superseded by this Schedule 13D. The Reporting Persons acquired the Shares based on their belief that the Shares, when acquired, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons believe that the Issuer's current board of directors (the "Board") and management team have presided over substantial destruction of shareholder value and engaged in highly concerning conduct, and that meaningful change in the Issuer's leadership is urgently needed. The Board and management have overseen a precipitous decline in the price of the Shares, requiring a 10-for-1 reverse share split to enable the Issuer to maintain a minimum bid price of at least $1 per Share for continued listing on Nasdaq. Further, members of the Board and management of the Issuer have engaged in the following actions, which the Reporting Persons believe have not served the best interests of shareholders: (i) On September 18, 2025, the Issuer entered into a Strategic Advisory Agreement with four members of the Board, including Mr. Sade, the Chief Executive Officer of the Issuer, in exchange for significant compensation in addition to their existing compensation as directors and as CEO, including pre-funded warrants to purchase Shares equal to 10% of the aggregate number of Shares issued in the Issuer's private placement and common warrants to purchase an additional number of Shares equal to 50% of the pre-funded warrant Shares; (ii) On February 9, 2026, the Issuer entered into an Advisory Services Agreement with Pulsar Group Ltd., an entity at which three members of the Board serve as directors and Mr. Sade serves as a partner, for a total fee of $6 million; (iii) On April 24, 2026, the Board approved and the Issuer entered into a Rights Agreement (commonly referred to as a "poison pill") with a 9.99% trigger threshold (or 20% in the case of an existing "13G Investor" as defined in the Rights Agreement) that has the effect of preventing shareholders from increasing their voting power or acting together to effect change at the Issuer, and entrenching the Issuer's incumbent leadership; and (iv) On May 21, 2026, the Issuer undertook a registered direct offering of 2,298,000 Shares, approximately 21.4% of the post-issuance capitalization of the Issuer, to only two individuals, Mr. Sade and director Keren Maimon, without the support of a fairness opinion or other independent financial analysis of the terms of the related party transaction. It appears this related party transaction received a waiver under the recently adopted poison pill in order for Mr. Sade and Ms. Maimon to be able to acquire the Shares and increase their ownership above the 9.99% trigger threshold. The impact of many of these actions has been to increase the voting power of members of the Board and management of the Issuer, while massively diluting other shareholders and blocking other shareholders from increasing their own voting power or acting as a group without the blessing of the Board. The Reporting Persons expect these actions significantly impacted the results of the Issuer's annual general meeting of its shareholders held in late June - the gap between the votes "for" and "against" the election of four out of five incumbent directors (including Mr. Sade and Ms. Maimon) was approximately 1.8 million shares, which is notably less than the number of shares issued to Mr. Sade and Ms. Maimon shortly before the record date for the annual meeting. This series of events greatly undermine the Issuer's assertion that the vote at the annual meeting provided a "clear mandate" in support of the Issuer's leadership, and have had the effect of entrenching the Board and shielding management from accountability for the Issuer's underperformance. The Reporting Persons also noted the complaint (the "Complaint") filed in the Supreme Court of the State of New York by RBCH Ltd. ("RBCH") on June 22, 2026, alleging breaches of duties by certain directors of the Issuer, among other claims, which Complaint is included as an attachment to RBCH's Schedule 13D filed with the Securities and Exchange Commission on June 24, 2026. The Reporting Persons are concerned about the allegations made in the Complaint, intend to monitor developments in this litigation closely and reserve all rights. The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management team and the Board, price levels of the Shares, conditions in the securities markets, general economic and industry conditions, and other investment opportunities available to the Reporting Persons, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with the Issuer, shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses or assets, including transactions in which the Reporting Persons may seek to participate and potentially engage in, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition), or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative transactions, or changing their intentions with respect to any and all matters referred to in Item 4.
BREA, Pinehurst and Mr. McClory previously filed a Schedule 13D with respect to their investment in the Issuer, which filing is superseded by this Schedule 13D. The Reporting Persons acquired the Shares based on their belief that the Shares, when acquired, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons believe that the Issuer's current board of directors (the "Board") and management team have presided over substantial destruction of shareholder value and engaged in highly concerning conduct, and that meaningful change in the Issuer's leadership is urgently needed. The Board and management have overseen a precipitous decline in the price of the Shares, requiring a 10-for-1 reverse share split to enable the Issuer to maintain a minimum bid price of at least $1 per Share for continued listing on Nasdaq. Further, members of the Board and management of the Issuer have engaged in the following actions, which the Reporting Persons believe have not served the best interests of shareholders: (i) On September 18, 2025, the Issuer entered into a Strategic Advisory Agreement with four members of the Board, including Mr. Sade, the Chief Executive Officer of the Issuer, in exchange for significant compensation in addition to their existing compensation as directors and as CEO, including pre-funded warrants to purchase Shares equal to 10% of the aggregate number of Shares issued in the Issuer's private placement and common warrants to purchase an additional number of Shares equal to 50% of the pre-funded warrant Shares; (ii) On February 9, 2026, the Issuer entered into an Advisory Services Agreement with Pulsar Group Ltd., an entity at which three members of the Board serve as directors and Mr. Sade serves as a partner, for a total fee of $6 million; (iii) On April 24, 2026, the Board approved and the Issuer entered into a Rights Agreement (commonly referred to as a "poison pill") with a 9.99% trigger threshold (or 20% in the case of an existing "13G Investor" as defined in the Rights Agreement) that has the effect of preventing shareholders from increasing their voting power or acting together to effect change at the Issuer, and entrenching the Issuer's incumbent leadership; and (iv) On May 21, 2026, the Issuer undertook a registered direct offering of 2,298,000 Shares, approximately 21.4% of the post-issuance capitalization of the Issuer, to only two individuals, Mr. Sade and director Keren Maimon, without the support of a fairness opinion or other independent financial analysis of the terms of the related party transaction. It appears this related party transaction received a waiver under the recently adopted poison pill in order for Mr. Sade and Ms. Maimon to be able to acquire the Shares and increase their ownership above the 9.99% trigger threshold. The impact of many of these actions has been to increase the voting power of members of the Board and management of the Issuer, while massively diluting other shareholders and blocking other shareholders from increasing their own voting power or acting as a group without the blessing of the Board. The Reporting Persons expect these actions significantly impacted the results of the Issuer's annual general meeting of its shareholders held in late June - the gap between the votes "for" and "against" the election of four out of five incumbent directors (including Mr. Sade and Ms. Maimon) was approximately 1.8 million shares, which is notably less than the number of shares issued to Mr. Sade and Ms. Maimon shortly before the record date for the annual meeting. This series of events greatly undermine the Issuer's assertion that the vote at the annual meeting provided a "clear mandate" in support of the Issuer's leadership, and have had the effect of entrenching the Board and shielding management from accountability for the Issuer's underperformance. The Reporting Persons also noted the complaint (the "Complaint") filed in the Supreme Court of the State of New York by RBCH Ltd. ("RBCH") on June 22, 2026, alleging breaches of duties by certain directors of the Issuer, among other claims, which Complaint is included as an attachment to RBCH's Schedule 13D filed with the Securities and Exchange Commission on June 24, 2026. The Reporting Persons are concerned about the allegations made in the Complaint, intend to monitor developments in this litigation closely and reserve all rights. The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management team and the Board, price levels of the Shares, conditions in the securities markets, general economic and industry conditions, and other investment opportunities available to the Reporting Persons, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with the Issuer, shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses or assets, including transactions in which the Reporting Persons may seek to participate and potentially engage in, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition), or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative transactions, or changing their intentions with respect to any and all matters referred to in Item 4.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Ron Sade | 13D/AActivist | 3.2% | 2.28M | Aug 21, 2026 |
Item 4 is hereby amended and restated to read as follows: The information set forth or incorporated in Item 3 is hereby incorporated by reference. On the Event Date, Mr. Sade, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi were appointed to the Board of Directors of the Issuer (the "New Directors"). As directors of the Issuer, each of the New Directors may be able to control the Issuer's business and influence the corporate activities of the Issuer, and expects in the future to discuss and make decisions in the ordinary course of his or her duties regarding plans or proposals with respect to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Depending on the factors discussed herein, each of the New Directors may, from time to time, in their individual capacities, acquire additional Ordinary Shares and/or retain and/or sell all or a portion of the Ordinary Shares held by such person in the open market or in privately negotiated transactions, and/or may distribute Ordinary Shares to be acquired or held by such person to other entities. Any actions that each of the New Directors might undertake will be dependent upon such person's review of numerous factors, including, among other things, the price levels of the Ordinary Shares, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, such person's need for liquidity, and other future developments. Any future acquisitions of Ordinary Shares by each of the New Directors will be subject to the Issuer's policies, including its insider trading policy, as applicable. On the Event Date in connection with the PIPE and the related transactions, the Reporting Persons mutually agreed to dissolve and terminate their informal understanding to act as a "group" for purposes of Regulation 13D solely with respect to the Ordinary Shares of the Issuer. In connection with such determination, each of the Reporting Persons acknowledged and agreed that they are no longer members of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, effective as of the Event Date, the Reporting Persons no longer may be deemed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and each of Mr. Hirsch, Mr. Sade, Mr. Haklili, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi separately beneficially owns less than 5% of the outstanding Ordinary Shares of the Issuer and shall cease to be Reporting Persons immediately after the filing of this Amendment. As a result of the Reporting Persons' termination of their informal understanding to act as a "group", except as set forth herein with respect to the New Directors and the Strategic Advisors, none of the Reporting Persons presently has any additional plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, but depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect their investment in the Issuer at any time. | ||||
| Keren Kalima Maimon | 13D/AActivist | 2.9% | 2.04M | Aug 20, 2026 |
Item 4 is hereby amended and restated to read as follows: The information set forth or incorporated in Item 3 is hereby incorporated by reference. On the Event Date, Mr. Sade, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi were appointed to the Board of Directors of the Issuer (the "New Directors"). As directors of the Issuer, each of the New Directors may be able to control the Issuer's business and influence the corporate activities of the Issuer, and expects in the future to discuss and make decisions in the ordinary course of his or her duties regarding plans or proposals with respect to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Depending on the factors discussed herein, each of the New Directors may, from time to time, in their individual capacities, acquire additional Ordinary Shares and/or retain and/or sell all or a portion of the Ordinary Shares held by such person in the open market or in privately negotiated transactions, and/or may distribute Ordinary Shares to be acquired or held by such person to other entities. Any actions that each of the New Directors might undertake will be dependent upon such person's review of numerous factors, including, among other things, the price levels of the Ordinary Shares, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, such person's need for liquidity, and other future developments. Any future acquisitions of Ordinary Shares by each of the New Directors will be subject to the Issuer's policies, including its insider trading policy, as applicable. On the Event Date in connection with the PIPE and the related transactions, the Reporting Persons mutually agreed to dissolve and terminate their informal understanding to act as a "group" for purposes of Regulation 13D solely with respect to the Ordinary Shares of the Issuer. In connection with such determination, each of the Reporting Persons acknowledged and agreed that they are no longer members of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, effective as of the Event Date, the Reporting Persons no longer may be deemed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and each of Mr. Hirsch, Mr. Sade, Mr. Haklili, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi separately beneficially owns less than 5% of the outstanding Ordinary Shares of the Issuer and shall cease to be Reporting Persons immediately after the filing of this Amendment. As a result of the Reporting Persons' termination of their informal understanding to act as a "group", except as set forth herein with respect to the New Directors and the Strategic Advisors, none of the Reporting Persons presently has any additional plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, but depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect their investment in the Issuer at any time. | ||||
| Alyazi Saeed Ahmad Alkhattal Almheiri | 13D/AActivist | 2.9% | 2.04M | Aug 20, 2026 |
Item 4 is hereby amended and restated to read as follows: The information set forth or incorporated in Item 3 is hereby incorporated by reference. On the Event Date, Mr. Sade, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi were appointed to the Board of Directors of the Issuer (the "New Directors"). As directors of the Issuer, each of the New Directors may be able to control the Issuer's business and influence the corporate activities of the Issuer, and expects in the future to discuss and make decisions in the ordinary course of his or her duties regarding plans or proposals with respect to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Depending on the factors discussed herein, each of the New Directors may, from time to time, in their individual capacities, acquire additional Ordinary Shares and/or retain and/or sell all or a portion of the Ordinary Shares held by such person in the open market or in privately negotiated transactions, and/or may distribute Ordinary Shares to be acquired or held by such person to other entities. Any actions that each of the New Directors might undertake will be dependent upon such person's review of numerous factors, including, among other things, the price levels of the Ordinary Shares, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, such person's need for liquidity, and other future developments. Any future acquisitions of Ordinary Shares by each of the New Directors will be subject to the Issuer's policies, including its insider trading policy, as applicable. On the Event Date in connection with the PIPE and the related transactions, the Reporting Persons mutually agreed to dissolve and terminate their informal understanding to act as a "group" for purposes of Regulation 13D solely with respect to the Ordinary Shares of the Issuer. In connection with such determination, each of the Reporting Persons acknowledged and agreed that they are no longer members of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, effective as of the Event Date, the Reporting Persons no longer may be deemed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and each of Mr. Hirsch, Mr. Sade, Mr. Haklili, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi separately beneficially owns less than 5% of the outstanding Ordinary Shares of the Issuer and shall cease to be Reporting Persons immediately after the filing of this Amendment. As a result of the Reporting Persons' termination of their informal understanding to act as a "group", except as set forth herein with respect to the New Directors and the Strategic Advisors, none of the Reporting Persons presently has any additional plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, but depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect their investment in the Issuer at any time. | ||||
| Alyeska Investment Group, L.P. | 13G/APassive | 6.52% | 718.0K | Aug 14, 2026 |
| Alyeska Fund GP, LLC | 13G/APassive | 6.52% | 718.0K | Aug 14, 2026 |
| Anand Parekh | 13G/APassive | 6.52% | 718.0K | Aug 14, 2026 |
| ARK Investment Management LLC | 13G/APassive | 4.87% | 536.1K | Aug 7, 2026 |
| Catherine D. Wood | 13G/APassive | 4.87% | 536.1K | Aug 7, 2026 |
| Daniel J. McClory | 13DActivist | 6.2% | 29.1K | Jul 27, 2026 |
BREA, Pinehurst and Mr. McClory previously filed a Schedule 13D with respect to their investment in the Issuer, which filing is superseded by this Schedule 13D. The Reporting Persons acquired the Shares based on their belief that the Shares, when acquired, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons believe that the Issuer's current board of directors (the "Board") and management team have presided over substantial destruction of shareholder value and engaged in highly concerning conduct, and that meaningful change in the Issuer's leadership is urgently needed. The Board and management have overseen a precipitous decline in the price of the Shares, requiring a 10-for-1 reverse share split to enable the Issuer to maintain a minimum bid price of at least $1 per Share for continued listing on Nasdaq. Further, members of the Board and management of the Issuer have engaged in the following actions, which the Reporting Persons believe have not served the best interests of shareholders: (i) On September 18, 2025, the Issuer entered into a Strategic Advisory Agreement with four members of the Board, including Mr. Sade, the Chief Executive Officer of the Issuer, in exchange for significant compensation in addition to their existing compensation as directors and as CEO, including pre-funded warrants to purchase Shares equal to 10% of the aggregate number of Shares issued in the Issuer's private placement and common warrants to purchase an additional number of Shares equal to 50% of the pre-funded warrant Shares; (ii) On February 9, 2026, the Issuer entered into an Advisory Services Agreement with Pulsar Group Ltd., an entity at which three members of the Board serve as directors and Mr. Sade serves as a partner, for a total fee of $6 million; (iii) On April 24, 2026, the Board approved and the Issuer entered into a Rights Agreement (commonly referred to as a "poison pill") with a 9.99% trigger threshold (or 20% in the case of an existing "13G Investor" as defined in the Rights Agreement) that has the effect of preventing shareholders from increasing their voting power or acting together to effect change at the Issuer, and entrenching the Issuer's incumbent leadership; and (iv) On May 21, 2026, the Issuer undertook a registered direct offering of 2,298,000 Shares, approximately 21.4% of the post-issuance capitalization of the Issuer, to only two individuals, Mr. Sade and director Keren Maimon, without the support of a fairness opinion or other independent financial analysis of the terms of the related party transaction. It appears this related party transaction received a waiver under the recently adopted poison pill in order for Mr. Sade and Ms. Maimon to be able to acquire the Shares and increase their ownership above the 9.99% trigger threshold. The impact of many of these actions has been to increase the voting power of members of the Board and management of the Issuer, while massively diluting other shareholders and blocking other shareholders from increasing their own voting power or acting as a group without the blessing of the Board. The Reporting Persons expect these actions significantly impacted the results of the Issuer's annual general meeting of its shareholders held in late June - the gap between the votes "for" and "against" the election of four out of five incumbent directors (including Mr. Sade and Ms. Maimon) was approximately 1.8 million shares, which is notably less than the number of shares issued to Mr. Sade and Ms. Maimon shortly before the record date for the annual meeting. This series of events greatly undermine the Issuer's assertion that the vote at the annual meeting provided a "clear mandate" in support of the Issuer's leadership, and have had the effect of entrenching the Board and shielding management from accountability for the Issuer's underperformance. The Reporting Persons also noted the complaint (the "Complaint") filed in the Supreme Court of the State of New York by RBCH Ltd. ("RBCH") on June 22, 2026, alleging breaches of duties by certain directors of the Issuer, among other claims, which Complaint is included as an attachment to RBCH's Schedule 13D filed with the Securities and Exchange Commission on June 24, 2026. The Reporting Persons are concerned about the allegations made in the Complaint, intend to monitor developments in this litigation closely and reserve all rights. The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management team and the Board, price levels of the Shares, conditions in the securities markets, general economic and industry conditions, and other investment opportunities available to the Reporting Persons, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with the Issuer, shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses or assets, including transactions in which the Reporting Persons may seek to participate and potentially engage in, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition), or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative transactions, or changing their intentions with respect to any and all matters referred to in Item 4. | ||||
| Keith C. Moore | 13DActivist | 5.6% | 617.1K | Jul 27, 2026 |
BREA, Pinehurst and Mr. McClory previously filed a Schedule 13D with respect to their investment in the Issuer, which filing is superseded by this Schedule 13D. The Reporting Persons acquired the Shares based on their belief that the Shares, when acquired, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons believe that the Issuer's current board of directors (the "Board") and management team have presided over substantial destruction of shareholder value and engaged in highly concerning conduct, and that meaningful change in the Issuer's leadership is urgently needed. The Board and management have overseen a precipitous decline in the price of the Shares, requiring a 10-for-1 reverse share split to enable the Issuer to maintain a minimum bid price of at least $1 per Share for continued listing on Nasdaq. Further, members of the Board and management of the Issuer have engaged in the following actions, which the Reporting Persons believe have not served the best interests of shareholders: (i) On September 18, 2025, the Issuer entered into a Strategic Advisory Agreement with four members of the Board, including Mr. Sade, the Chief Executive Officer of the Issuer, in exchange for significant compensation in addition to their existing compensation as directors and as CEO, including pre-funded warrants to purchase Shares equal to 10% of the aggregate number of Shares issued in the Issuer's private placement and common warrants to purchase an additional number of Shares equal to 50% of the pre-funded warrant Shares; (ii) On February 9, 2026, the Issuer entered into an Advisory Services Agreement with Pulsar Group Ltd., an entity at which three members of the Board serve as directors and Mr. Sade serves as a partner, for a total fee of $6 million; (iii) On April 24, 2026, the Board approved and the Issuer entered into a Rights Agreement (commonly referred to as a "poison pill") with a 9.99% trigger threshold (or 20% in the case of an existing "13G Investor" as defined in the Rights Agreement) that has the effect of preventing shareholders from increasing their voting power or acting together to effect change at the Issuer, and entrenching the Issuer's incumbent leadership; and (iv) On May 21, 2026, the Issuer undertook a registered direct offering of 2,298,000 Shares, approximately 21.4% of the post-issuance capitalization of the Issuer, to only two individuals, Mr. Sade and director Keren Maimon, without the support of a fairness opinion or other independent financial analysis of the terms of the related party transaction. It appears this related party transaction received a waiver under the recently adopted poison pill in order for Mr. Sade and Ms. Maimon to be able to acquire the Shares and increase their ownership above the 9.99% trigger threshold. The impact of many of these actions has been to increase the voting power of members of the Board and management of the Issuer, while massively diluting other shareholders and blocking other shareholders from increasing their own voting power or acting as a group without the blessing of the Board. The Reporting Persons expect these actions significantly impacted the results of the Issuer's annual general meeting of its shareholders held in late June - the gap between the votes "for" and "against" the election of four out of five incumbent directors (including Mr. Sade and Ms. Maimon) was approximately 1.8 million shares, which is notably less than the number of shares issued to Mr. Sade and Ms. Maimon shortly before the record date for the annual meeting. This series of events greatly undermine the Issuer's assertion that the vote at the annual meeting provided a "clear mandate" in support of the Issuer's leadership, and have had the effect of entrenching the Board and shielding management from accountability for the Issuer's underperformance. The Reporting Persons also noted the complaint (the "Complaint") filed in the Supreme Court of the State of New York by RBCH Ltd. ("RBCH") on June 22, 2026, alleging breaches of duties by certain directors of the Issuer, among other claims, which Complaint is included as an attachment to RBCH's Schedule 13D filed with the Securities and Exchange Commission on June 24, 2026. The Reporting Persons are concerned about the allegations made in the Complaint, intend to monitor developments in this litigation closely and reserve all rights. The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management team and the Board, price levels of the Shares, conditions in the securities markets, general economic and industry conditions, and other investment opportunities available to the Reporting Persons, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with the Issuer, shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses or assets, including transactions in which the Reporting Persons may seek to participate and potentially engage in, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition), or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative transactions, or changing their intentions with respect to any and all matters referred to in Item 4. | ||||