NEW YORK, Dec. 04, 2025 (GLOBE NEWSWIRE) -- Brag House Holdings, Inc. (NASDAQ: TBH) ("Brag House" or the "Company"), the next generation engagement platform operating at the intersection of gaming, college sports, and digital media, this week announced the filing of a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission ("SEC") in connection with its proposed merger with House of Doge ("HOD"), the official commercial arm of the Dogecoin Foundation. Concurrent with the filing, the Company published a fairness opinion conducted by Newbridge Securities Corporation (the "Fairness Opinion"), which evaluated the proposed merger and valued the transaction at approximately $1.09 billion.
The Fairness Opinion contemplated a sum-of-the-parts analysis that included comparable public companies within the payment processing, marketing and licensing, and alternative asset management sectors. This analysis informed the equity issuance component of the proposed transaction, in which Brag House will issue an aggregate of approximately 663 million shares of its common stock, including shares of its common stock issuable upon conversion of Class C preferred stock at an implied value per share of $1.6434 or a total of approximately $1.09 billion.
"The merger with House of Doge is a natural evolution for Brag House as we look to build a comprehensive platform across asset management, treasury solutions, and payment infrastructure for the next generation," said Lavell Juan Malloy II, CEO and Co-Founder of Brag House. "Our inherently digital-first audience will continue to benefit from the payment rail as we address persistent inefficiencies in global commerce by giving merchants a viable alternative and enable real-world asset tokenization. The Fairness Opinion analysis highlights the scale of this opportunity and the shareholder value created by combining Brag House's reach with this differentiated model."
Upon the closing of the merger, the stockholders of TBH are anticipated to collectively own approximately 7.2% of the outstanding common shares of TBH, and HOD's equity securityholders are anticipated to collectively own approximately 92.8% of the outstanding common shares of TBH.
The Form S-4
The filing includes detailed information regarding the business combination, the Fairness Opinion, and other disclosures required under SEC rules. The registration statement is available on the SEC's website at www.sec.gov.
About Brag House
Brag House is a leading media technology gaming platform dedicated to transforming casual college gaming into a vibrant, community-driven experience. By seamlessly merging gaming, social interaction, and cutting-edge technology, the Company provides an inclusive and engaging environment for casual gamers while enabling brands to authentically connect with the influential Gen Z demographic. The platform offers live-streaming capabilities, gamification features, and custom tournament services, fostering meaningful engagement between users and brands. For more information, please visit www.braghouse.com-
IMPORTANT INFORMATION FOR INVESTORS
This announcement is not a recommendation in favor of the proposed merger described herein. In connection with the proposed merger, Brag House has filed with the SEC a registration statement on Form S-4 that includes a proxy statement and prospectus. Brag House also plans to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the proxy statement/prospectus (if and when it becomes available) and other relevant documents filed with the SEC for free at the SEC's website at www.sec.gov-
Caution Regarding Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "potential," "continue" or other similar expressions. These statements are subject to uncertainties and risks including, but not limited to, the risk factors discussed in the Risk Factors and in Management's Discussion and Analysis of Financial Condition and Results of Operations sections of our Forms 10-K, 10-Q and other reports filed with the SEC and available at www.sec.gov. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law.
Media Contact
Brag House Holdings
Fatema Bhabrawala
Director of Media Relations
fbhabrawala@allianceadvisors.com
Investor Relations Contact
Adele Carey
VP, Investor Relations
ir@thebraghouse.com
