8-K
Brag House Holdings, Inc. (TBH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported)
December 29, 2025
| Brag House Holdings, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-42525 | 87-4032622 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer <br><br>Identification No.) |
| 45 Park Street, Montclair, NJ | 07042 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
(413) 398-2845
| N/A |
|---|
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value | TBH | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
As previously disclosed, on October 12, 2025, Brag House Holdings, Inc., a Delaware corporation (“Brag House”), entered into a Merger Agreement (as amended pursuant to Amendment No. 1 dated as of November 26, 2025, the “Merger Agreement”), by and among Brag House, House of Doge Inc., a Texas corporation (“House of Doge”), and Brag House Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Brag House (“Merger Sub”).
Pursuant to the Merger Agreement, Merger Sub will merge (the “Merger”) with and into House of Doge, whereupon the separate corporate existence of Merger Sub will cease and House of Doge will be the surviving company and continue in existence as a wholly owned subsidiary of Brag House, on the terms and subject to the conditions set forth therein. In connection with the consummation of the Merger, Brag House will be renamed “House of Doge Inc.” The transactions contemplated by the Merger Agreement are herein referred to as the “Transactions.” In connection with the Transactions, on December 4, 2025, Brag House and House of Doge filed a registration statement on Form S-4 (the “Initial Registration Statement”) with the Securities and Exchange Commission (the “SEC”). The Initial Registration Statement includes a preliminary proxy statement/prospectus.
On December 29, 2025, Brag House posted a presentation to investors about the Merger to Brag House’s website. A copy of the investor presentation is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.
Important Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between Brag House and House of Doge. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Transactions, Brag House and House of Doge filed the Registration Statement (including a preliminary proxy statement/prospectus) and the parties intend to file amended registration statements on Form S-4/A (the initial Registration Statement and subsequent amendments, collectively, the “Registration Statement”) with the SEC. After the Registration Statement has been filed and declared effective by the SEC, Brag House and House of Doge will send a definitive proxy statement/prospectus to all Brag House and House of Doge stockholders. Before making any voting or investment decision, investors and security holders of Brag House and House of Dogeare urged to read the Registration Statement, the definitive proxy statement/prospectus and all other relevant documents filed or thatwill be filed with the SEC in connection with the Transactions as they become available because they will contain important informationabout the Transactions.
Investors and security holders will be able to obtain free copies of the Registration Statement, including the preliminary and definitive proxy statements/prospectuses, and all other relevant documents filed or that will be filed with the SEC by Brag House through the website maintained by the SEC at www.sec.gov or by directing a request via email at ir@thebraghouse.com.
Participants in the Solicitation
Brag House and House of Doge and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Brag House’s stockholders in connection with the Transactions. A list of the names of such directors and executive officers of Brag House, information regarding their interests in the Transactions and their ownership of House of Doge’s securities are, or will be, contained in Brag House’s filings with the SEC, and such information and names of Brag House’s and House of Doge’s directors and executive officers are contained in the Registration Statement. You may obtain free copies of these documents as described in the preceding paragraph.
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Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Brag House or any successor entity thereof, nor shall there be any offer, solicitation, or sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibit hereto contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transactions between Brag House and House of Doge, including statements regarding the benefits of the proposed transactions and the anticipated timing of the completion of the proposed transactions. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, but not limited to: (i) the risk that the Transactions may not be completed in a timely manner or at all; (ii) the failure to satisfy the conditions to the consummation of the Transactions, including the receipt of necessary stockholder and governmental approvals; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (iv) the effect of the announcement or pendency of the proposed transactions on Brag House’s and House of Doge’s business relationships, performance, and business generally; (v) risks that the Transactions disrupt current plans and operations of Brag House and/or House of Doge as a result; (vi) the ability to recognize the anticipated benefits of the Transactions; (vii) the ability to implement business plans, forecasts, and other expectations after the completion of the Transactions; and (viii) the risk of needing to raise additional capital to execute business plans, which may not be available on acceptable terms or at all. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Brag House’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the Registration Statement and proxy statement/prospectus discussed above and other documents filed by Brag House from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Brag House and House of Doge assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, other than as required by law. Neither Brag House nor House of Doge can give any assurance that either Brag House or House of Doge will achieve its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Investor Presentation, December 2025 |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 29, 2025 | BRAG HOUSE HOLDINGS, INC. | |
|---|---|---|
| /s/ Lavell Juan Malloy, II | ||
| Name: | Lavell Juan Malloy, II | |
| Title: | Chief Executive Officer |
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Exhibit99.1
INVESTOR P RESENTATION December 2025 NASDAQ: TBH To Create New Financ i a l Powerhouse Anchor ed by Payments, Asset Man agement, and RWA Strategy Brag House Hol dings , Inc.
2 Dogecoi n advantage The Asset : Dogecoin is a top - 10 cryptocurrency with over 6.1 million h o lders and a market capitalization currently estimated over $30 bill i o n. It boasts one of the largest, most active communities in crypto, ongoing ecosystem upgrades, and acceptance by payment processors and major merchants. Our Moat: House of Do g e is uniquely positioned as the official corporate ar m and exclusive commercial partner of the Dogecoin Fo undation. This is backed by a 20 - year p a rtnership framework (five - year exc l usive partnership with a 15 - year renewal option), giving House of Doge sole authority to drive institutional adoption, develop regulated financial products, and manage the official Dogecoin Tr easury.
3 The Thesis: A Transformative Merger Announcing the definitive merger with House of Doge Inc., the official corporate arm of the Dogecoin Foundation. This transaction creates a bridge between the energy of c ulture and t he infrastructure of capi t al. S upported by an independent fairn es s opinion from N ewbridge Securities, confirming th e financial fairness of t he transact ion to our shareholders. O ur Board r eviewed the analysis be n chmarking the c ombined e ntity against global titan s , validating our m odels with a massive, billion - dolla r market landscape. W e are exte nding our mission from D igital Engagement to Digital Ownership.
A S S ET M A N A G E M E N T P A Y M E N T S B R A N D & L I C EN S I N G Building instit utional - grade p a yment rail s , wallets, and debit cards for a glo bal community. Monetizing one of the world’s most recognized cultural brands. Le a d ing the tokenization of R eal - World Assets (RWA) and m anaging institutional products. Our independe nt financial analysis val id ated our multi - vertical model by benchmark ing it against industry leaders. T h is is the scal e of the company we are building. 4 O ur Am bition: Benchmarked Against Global Tita ns THE B E L OW COMPANIES WERE THE COMPARABLE BENCHMARKS IN THE FAIRNESS OPINION:
The Opportunity: A Diverse, high - growth market mix 5 Global Payment s Activating Dogecoin's ~$21.6B market cap* for real - world commerce. RWA Tokeniza tion Positioned to lead a sector forecasted by industry leaders to grow to trillions by 2030. † Brand & Licensing Converting a massive global community into a diversified, high - margin revenue engine. *Market ca p as of December 24, 2025 † Deutsche Bank Research Institute report “Asset Tokenization 101” – November 2025 Digital media & data in s i ghts Our established media - tech platform (Nasdaq IPO, part n ership with Learfield, McDonald’s, Coca - Col a ) serves as a community hub, proprietar y data powerhouse and the primary adoption engine for our financial products.
Before pursuing financial scaling, we believe we proved our model and de monstrated capabilities to authentically engage t h e Gen Z comm unity — one of the big g est challenges in business. 1 Built a pr emier media - tech platform delivering superior e ngagement metrics vs. in dustry benchma rks, earning trust from pa r tners like Global Brands ( Mc Donald's and Coca - Co l a), Pro Sports (NFL’s Denver B roncos), & Civic Partners (Major U.S. Cities). 3 Forged a s t rategic partnership with Learfield , which has acces s to 200+ university athletic programs. Our expe rtise (metrics, unique data, execution) is a core n on - replicable asset. Digital Media & Data Insights The Cultural Capital Playbook 4 Successfu l l y completed our Nasda q IPO (NASDAQ : TBH). 6 2 Leveraged proprietary, active data capture (gamified methods) yielding unique behavioral insights unavailable elsewhere.
We are now a pplying our proven p laybook to a much larger market, structured a cross three core vert i cals: 7 PAYMEN TS INFRASTRUCTURE Creating Dogecoin - enabled merchant rails, wallets, and debit cards to enable everyday commerce at millions of locations. REAL - WORLD ASSET (RWA) TOKENIZATION Bringing high - value, off - chain assets like real estate, collectibles, and sports IP on to the blockchain to expand utility. BRAND & LICENSING Building the first culture - driven financial brand by connecting everyday co mmerce with digital own er ship. Digital Me dia & Data Insights Monetizing Gen Z community hub th ro ugh proprietary data insights and engage ment platform partnersh i ps (200+ universities via Learfield) The Sc a l e A Diversified Financial Ecosystem
The Playbook in Motion: Execution Has Begun Th is is not a fu ture plan; it is happ en ing now. We are already executing acros s all four verticals. 8 Ins tit utional rails are being established via stra tegic partnerships, inc luding a La un ched Europ e a n ETP in partnership with 2 1Shares approximately $10.5M AUM and strategic partnerships for custody, trading and institutional yield initiatives with Robinhood. R WA TOKENIZATIO N PAYMENTS & LI CENSI NG Announced the acquisition of U.S. T rie stina Calcio 1918 and HC Sierre , becoming the first crypto company to buy a professional European football and hockey clubs. This is our first major real - world asset for tokenization and payment integration. ASSET M A NAGEME NT Appointed Roger Rai (Vice Chairman, Toronto Blue Jays; MLSE Board Memb e r ) to our Advisory Board. Th is provides elite, multi - sport expertise to guide our sports operations and commercial partnerships. DI GI TAL MED IA & DATA I NSIG HTS Expanding proprietary data collection and engagement infrastructure to support institutional - grade payment and tokenization initiatives across all verticals
Our Culture Engine: A Proprietary Pipeline 9 Brag House's e xisting media platform, including our strategic partnership with L e arfield, rema ins a core asset. This partnership provides direct media access to 200+ universities and millions of Gen Z consumers. Th i s is our built - in, exclusive adoption engine to introduce our new financial products to the ne xt generation of consumers.
10 Our Unparalleled Advantage: Culture + Infrastructure L egacy Fi nance ( e.g., Visa , B lackRock) Have Inf r a structure Lack Au thentic Community Crypto/Digital Assets Have Passionate Community Lack Regulated Infrastructure & Proven Execution Team 10 A Loyal, Global Community A Nasdaq - listed (TBH) Public Structure with Dogecoin Enabled Infrastructure A Proven Execution Team Brag House (TBH) T he Only Entity C ombini ng All Three
Leadership Built for Scale & Adoption 11 Ou r new str ucture aligns world - cl as s financial leadership (to build the infras tr u cture) w ith our pro ven community - building team (to drive adoption). New Pub lic Company Leaders hip (NASDAQ: TB H) CEO: Marc o Margiotta CFO: Char les Park CLO: Mark L au CPO: Ryan Deslippe CTO: Timothy Stebbing Brag House Vertical Leadership CEO: Lavell Juan Malloy II COO: Daniel Leibovich CFO: Chetan Jindal Governance: The original, institutional - grade Brag House Board (fmr. McDonald's, ADT, Kellogg Company and RBC) will continue to provide strategic guidance drawing on deep experience. Co - F ounders Lavell Juan Malloy II and Daniel Leibovich will be on the Board of Directo rs. In this role, they will lead the s trategy and execution of building the f i n ancial community, starting with the c ollege ecosystem, and ensure perfect alignment between the cultura l - adoption engine and the publ i c company's financial roadmap.
INVESMENT HIGHLIGHTS 12 12 Transfor mative, Validated Merger Validated as fair by an independent opinion, creating a new entity benchmarked against billion - dollar global leaders. Executio n Has Already Begu n Live ETP (21shares), partnerships (Robinhood, ZONE), RWA acquisitions (Pro Sports). Massive, Multi - Trillion Dollar TAM Positioned across Global Payments, Asset Management, and RWA T o k enization. Pioneering success Team succe s s fully built community, secured Fortune 50 partners, and execute d a Nasdaq IPO. Unmatch ed Competitive Moat We believe w e are one of the only public entities fusing a global cultural mo vement with institutional i nfrastructure & proven team. 12
Safe Harbo r and Forward - Loo k ing Statements Information and statements contained in this news release that are not historical facts are "forward - looking information" that involve risks and uncertainties relating, but not limited, to House of Doge’s and Brag House’ s c urrent expectations, intentions, plans, and bel ie fs. Forward - lo oking information can often be identified by forward - looking w ords such as "anticipate", "b e lieve", "expect", "goal", "plan", "targ et", "intend", "estimate", "could", "should", "may" and "will" or the n egative of these terms or similar words s ugg esting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Examples of forward - looking information in this news release in clude, without limitation: Dogecoin’s transition i n to an institution al - grade ecosystem, the expected closing of the merger between H ouse of Doge and Brag House, which is still s ubj ect to variou s c losing conditions, House of Doge’s plans for building digital a n d payments infrastructure for Dogecoin, crypto ex c hange integrat ion, sports and entertainment, and RWA. These forward - looking statements are based, in part, on assumptions and factors that may change or prove to be incorrect, thus causing actual results, performance or achievements to be materially diff e rent from thos e expressed or implied by forward - looking i n formation. Readers should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward - looking stateme nts including, but not limited to, the risk factors discussed in th e Risk Factors and in Management's Discussion and Analysis of Fin a n cial Condition and Results of Operations sections of Brag H ouse’s Forms S - 4, 10 - K, 10 - Q and other reports filed with the SE C and available at www.sec.gov. Readers are cautioned not to place undue reliance on forward - looking information. By its na ture, forward - looking information involves numerous assumptio ns, inherent risks and uncertainties, both general and specific, tha t c ontribute to the possibility that the predictions, forecasts, projections and various future events will not occur. House of Doge and Brag House undertakes no obligation to update publicly or otherwise revise any forward - looking information whether as a resul t of new information, future events or other such factors which affe ct this information, except as required by law. 13
I N VESTORS.BRAGHOUSE.COM | NASDAQ: TBH CON T ACT | EMAIL: IR@THEBRAGHOUSE.COM Where Culture Meets Capital "We built Brag House to give Gen Z a voice in gaming — n ow we’re giving them ownership in fin ance."