The prospective buyers of Worcester Warriors have accused the Rugby Football Union of trying to impose unreasonable conditions on any deal.
Former Warriors chief executive Jim O’Toole leads the Atlas consortium seeking to buy the club and ground.
The RFU has said it expects to make a decision on the deal “ahead of Christmas” after due diligence checks.
But in a statement, Atlas claim the governing body was trying to impose “onerous operational conditions”.
As a result, they say plans for Warriors to play in the second-tier Championship next season may not be able to go ahead.
Worcester went into administration on 26 September and it was revealed last month that the club’s total debts were more than £30m.
Atlas are negotiating with administrators Begbies Traynor and in the statement said they did not see any “any major commercial or legal issues arising” to hold up the deal.
But the statement continued: “Since entering into exclusivity with the administrators, we have sought to work collaboratively with the RFU with a view to Worcester Warriors re-entering the Championship for the 2023-24 season.
“Unfortunately, it has not been possible to reach a market or institutionally acceptable, commercially viable proposition with the RFU.
“The position being taken by the RFU gives, in our view, too much control and oversight to the RFU and such control and oversight is over and above what we consider is reasonable and appropriate in the circumstances.”
O’Toole and business partner James Sandford, who are backed by US investment, were given exclusivity ahead of several rival bids, one spearheaded by ex-Warriors boss Steve Diamond.
However, they say they cannot accept terms which “hinder any commercial business that is needed to support elite men’s and women’s’ rugby”.
The statement adds: “As a result, should the RFU not find the flexibility to remove the over-onerous terms they are seeking to impose on Atlas, we will have no alternative but to conclude the deal with Begbies without the approval of the RFU and without returning elite level rugby to Worcester.
BBC Sport have contacted the RFU for a response.