As filed with the Securities and Exchange Commission on December 23, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Brag House Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 45 Park Street Montclair, NJ 07042 Telephone: (413) 398-2845 (Address, including zip code, and telephone number, including area code, o ...

Core Insights - House of Doge Inc. has made significant foundational progress in 2025, positioning itself for focused execution in 2026 [1][6][12] Company Developments - The company signed a definitive merger agreement with Brag House Holdings, Inc. (NASDAQ: TBH), with closing expected in Q1 2026 pending regulatory approval [2][7][8] - Established the Official Dogecoin Treasury, scaling to over 730 million Dogecoin (DOGE), positioning House of Doge among the largest institutional managers of Dogecoin globally [8][9] - Expanded regulated institutional and retail access to Dogecoin through a partnership with 21Shares, including ETP and ETF products in Europe and the United States [8][9] Revenue Strategy - Developed a diversified commercialization model across treasury-related participation, management fees, payments infrastructure, licensing, brand partnerships, and sports-based commerce [8][12] - Planned B2B and B2C payment solutions, including a rewards debit card expected to begin rollout in Q1 2026, aimed at driving consumer and merchant adoption of Dogecoin [10][12] Strategic Investments - Became the largest shareholder of U.S. Triestina Calcio 1918 and a major investor in Switzerland's HC Sierre, leveraging these investments for real-world visibility and engagement for Dogecoin [11][12] Future Outlook - The company aims to transition core initiatives into scalable products and initial cash-generating operations in 2026, supported by a strengthened operating foundation and long-term capital partners [12][15] - Focus on executing a multi-pillar revenue strategy that includes payments, treasury, tokenization, and other commercialization opportunities leveraging Dogecoin's reach [15]

NEW YORK, Dec. 16, 2025 (GLOBE NEWSWIRE) -- Brag House Holdings, Inc. (NASDAQ: TBH) (“Brag House” or the “Company”), the premier Gen Z engagement platform bridging gaming, college sports, and social interaction, today announced the Brag Gators® Gauntlet: Football Edition, a single-day Call of Duty: Warzone tournament created in partnership with Florida Gators® Athletics and Learfield’s Florida Gators® Sports Properties. Set for Thursday, December 18, 2025, from 3:00–7:00 PM EST, this special edition of the ...

Core Insights - Brag House Holdings, Inc. has launched the Brag Gators® Gauntlet: Football Edition, a Call of Duty: Warzone tournament in partnership with Florida Gators® Athletics and Learfield, featuring over $6,000 in cash and Dogecoin prizes [1][2][3] Event Details - The tournament is scheduled for December 18, 2025, from 3:00–7:00 PM EST, with a total prize pool of $4,000 for competitors and up to $3,500 for spectators, including over $2,000 in Dogecoin [2][4] - The event will be streamed live on the Brag House platform and Twitch, allowing for interactive engagement with fans [2] Strategic Vision - The Gauntlet exemplifies Brag House's "Culture to Capital" strategy, aiming to leverage college sports excitement to create a digital platform for student engagement and competition [3] - The initiative seeks to provide new Name, Image, and Likeness (NIL) opportunities for college athletes, enhancing their personal brands and fan relationships [3] Prize Structure and Dogecoin Integration - Competitors will vie for $3,000 in cash prizes based on performance metrics, while spectators can win prizes redeemable in Dogecoin, linking the event to the broader Dogecoin ecosystem [4][5] - The use of Dogecoin as a prize option aims to create a lasting engagement beyond the tournament, allowing students to participate in the Dogecoin community [5][6] Future Expansion - Brag House and Learfield plan to expand the Gauntlet to additional campuses in 2026, aiming to build a sustainable digital layer across college athletics [9]

Core Viewpoint - Brag House Holdings, Inc. announced a proposed merger with House of Doge, valuing the transaction at approximately $1.09 billion, as detailed in their Registration Statement filed with the SEC [1][2]. Group 1: Merger Details - The merger involves Brag House issuing approximately 663 million shares of its common stock at an implied value of $1.6434 per share, totaling around $1.09 billion [2]. - Upon completion of the merger, current stockholders of Brag House are expected to own about 7.2% of the outstanding common shares, while House of Doge's equity securityholders will own approximately 92.8% [3]. Group 2: Fairness Opinion - A fairness opinion conducted by Newbridge Securities Corporation evaluated the merger through a sum-of-the-parts analysis, considering comparable public companies in payment processing, marketing, licensing, and alternative asset management sectors [2]. Group 3: Company Overview - Brag House is a media technology gaming platform focused on transforming casual college gaming into a community-driven experience, integrating gaming, social interaction, and technology to engage the Gen Z demographic [5].

Core Viewpoint - The launch of the 21Shares 2x Long Dogecoin ETF (Ticker: TXXD) provides investors with leveraged exposure to Dogecoin, marking a significant expansion in 21Shares' U.S. product offerings following its acquisition by FalconX [1][6]. Company Overview - 21Shares is a leading issuer of cryptocurrency exchange-traded products (ETPs) and has launched the only Dogecoin ETP in Europe, endorsed by the Dogecoin Foundation [3][8]. - House of Doge serves as the official corporate arm of the Dogecoin Foundation, focusing on advancing Dogecoin as a decentralized global currency [7]. - Brag House Holdings is a media technology gaming platform that collaborates with House of Doge and 21Shares to enhance community engagement [10]. Product Details - The 21Shares 2x Long Dogecoin ETF (TXXD) aims to deliver 200% of Dogecoin's daily performance before fees and expenses, allowing investors to gain leveraged exposure through a regulated structure [2][5]. - The ETF has a management fee of 1.89% and began trading on NASDAQ on November 20, 2025 [3]. Market Context - Dogecoin's ecosystem is maturing, with major companies like Tesla and AMC Theatres accepting it for payments, showcasing its growing real-world utility [4]. - The community-driven nature of Dogecoin is emphasized by its guiding principle, "Do Only Good Everyday," which has inspired various charitable initiatives [4]. Strategic Partnerships - The collaboration between 21Shares and House of Doge aims to create new opportunities within the Dogecoin ecosystem, highlighting the asset's evolution from a meme to a significant digital currency [3][5].

Core Viewpoint - The launch of the 21Shares 2x Long Dogecoin ETF (Ticker: TXXD) marks a significant development in providing investors with leveraged exposure to Dogecoin, reflecting the asset's evolution from a meme to a recognized digital currency supported by a strong community and real-world utility [1][3][4]. Company Overview - House of Doge is the official corporate arm of the Dogecoin Foundation, focused on advancing Dogecoin as a decentralized global currency and investing in infrastructure for its everyday use [7][8]. - 21Shares is a leading provider of cryptocurrency exchange-traded products (ETPs), known for making cryptocurrency more accessible to investors and bridging traditional finance with decentralized finance [9][10]. Product Details - The 21Shares 2x Long Dogecoin ETF (TXXD) is designed to provide investors with twice the daily performance of Dogecoin before fees and expenses, allowing for leveraged exposure through a regulated structure [2][5]. - The ETF has a management fee of 1.89% and began trading on NASDAQ on November 20, 2025 [3]. Market Context - Dogecoin's ecosystem is maturing, with major companies like Tesla and AMC Theatres accepting it for payments, showcasing its growing acceptance and utility [4]. - The community-driven principle of "Do Only Good Everyday" has inspired various charitable initiatives, highlighting the cultural impact of decentralized finance [4]. Strategic Partnerships - The collaboration between House of Doge and 21Shares aims to create new opportunities within the Dogecoin ecosystem, building on their previous successes, including the launch of the only Dogecoin ETP in Europe [3][5]. - The recent acquisition of 21Shares by FalconX, a leading digital asset prime brokerage, is expected to enhance its capabilities in the market [6].

Revenue and Income - Revenue for the nine months ended September 30, 2025 was $0, a decrease from $55 in the same period of 2024, primarily due to no revenue-generating tournament activity or live streaming services [224]. - Other income for the nine months ended September 30, 2025 was a net income of $3,624,433, compared to a net expense of $1,740,710 in the same period of 2024, driven by a $4,080,000 net unrealized gain on equity securities [227]. - Other income for Q3 2025 was $4,171,117, compared to net other expenses of $460,620 in Q3 2024, driven by a net unrealized gain on equity securities of $4,080,000 [232]. - The company anticipates continued operating losses as it executes its development plans through 2025, raising concerns about its ability to continue as a going concern [242]. - As of September 30, 2025, the company has incurred recurring losses from operations and has not generated net income for an entire year of operations [269]. - The company anticipates continued operating losses and negative cash flows from operations for the foreseeable future [269]. - The company does not expect to generate sufficient revenue to achieve net income during the next twelve months [270]. Operating Expenses - Operating expenses for the nine months ended September 30, 2025 were $3,856,687, an increase of $2,596,624 compared to $1,260,063 in the same period of 2024, mainly due to increased spending post-IPO [226]. - Operating expenses for Q3 2025 were $1,630,481, a significant increase of $1,080,043 (197%) compared to $549,438 in Q3 2024, primarily due to increased selling, general and administrative expenses and stock-based compensation [231]. - Cash flows used in operating activities for the nine months ended September 30, 2025, were $(4,215,961), a substantial increase from $(528,504) in the same period of 2024 [243]. Cash and Liquidity - The company had cash of $9,595,577 as of September 30, 2025, compared to $29,228 as of December 31, 2024, indicating a significant increase in liquidity due to IPO proceeds [233]. - Net proceeds from financing activities for the nine months ended September 30, 2025, were $18,658,936, significantly higher than $544,520 in the same period of 2024 [246]. - Current cash and cash equivalents, including funds from the IPO and PIPE Offering, are believed to be sufficient to fund operations for at least the next twelve months [271]. Strategic Partnerships and Initiatives - The company launched its first activation under a strategic partnership with Learfield in May 2025, starting with the University of Florida [212]. - The company anticipates scaling Learfield-based activations across additional universities and launching digital activations with rewards through Loyalty Tokens [221]. - The company has secured a strategic partnership with Learfield Communications, aiming to leverage college networks for sponsorship revenue and data insights [238]. Engagement and Growth Metrics - The company experienced a 148% year-over-year increase in video views from 2020 to 2024, reaching nearly 1,400,000 views by September 30, 2025 [209]. - Impressions increased by 57% year-over-year from 2020 to 2024, totaling nearly 8.5 million since inception [209]. - The average viewing time for live streams was 19 minutes, significantly higher than the industry benchmark of 11 minutes, indicating strong viewer engagement [209]. - The Golden Royale Cup tournament in November 2023 garnered nearly 300,000 views and 20,000 total hours of live-streaming content, showcasing the company's growing engagement in esports [236]. Development and Future Plans - A beta version of a scalable data insights monetization SaaS model is expected to be ready by Q1 2026, aimed at providing a recurring revenue stream [213]. - The company is in the development stage of its platform and related software, with ongoing investments in product development, infrastructure, and customer acquisition planned [271]. Audit and Compliance - The independent auditors' report expresses substantial doubt about the company's ability to continue as a going concern [269]. - The financial statements have been prepared in conformity with U.S. GAAP, assuming continuation of the company as a going concern [272]. Stock Options and Valuation - The company issued stock options and warrants in connection with the IPO and PIPE Offering during the nine months ended September 30, 2025 [264]. - Key assumptions for stock options and warrants valuation include expected volatility, expected term, risk-free interest rate, and expected dividend yield [265]. - The company uses the "simplified method" for estimating the expected term for stock options issued at-the-money [266].

Core Insights - The article features an interview with Lavell Juan Malloy II, Chairman and CEO of Brag House Holdings, discussing the company's strategy to transition from a media platform to a financial powerhouse, emphasizing engagement with Gen Z and partnerships with major brands [2][3]. Company Strategy - Brag House's "Culture to Capital Playbook" aims to leverage cultural engagement to create financial opportunities, focusing on the Gen Z demographic and collaborations with Fortune 500 companies like McDonald's and Coca-Cola [2][3]. - The merger with House of Doge is seen as a strategic move to combine Brag House's community engagement expertise with House of Doge's financial technology infrastructure, targeting three key verticals: Payments Infrastructure, Real-World Asset Tokenization, and Brand & Licensing Ecosystem [3][7]. Leadership Background - Lavell Juan Malloy II's background as a college athlete, securities lawyer, and serial founder is highlighted as a significant factor in the company's compliance-first approach to innovation, ensuring that the company innovates within regulatory frameworks [4]. House of Doge Overview - House of Doge, the corporate arm of the Dogecoin Foundation, is focused on advancing Dogecoin as a decentralized global currency, investing in infrastructure to integrate Dogecoin into everyday commerce [4]. - The company aims to build secure and efficient systems for real-world applications of Dogecoin, moving beyond its meme origins to fulfill its mission of "Doing Only Good Everyday" [4]. Key Initiatives - The Payments Infrastructure initiative includes developing merchant rails, wallets, and debit cards for Dogecoin transactions in daily commerce [7]. - Real-World Asset Tokenization aims to fractionalize ownership of valuable assets, such as sports clubs and real estate, appealing to community interests [7]. - The Brand & Licensing Ecosystem seeks to expand the Dogecoin brand into various sectors, creating a self-sustaining economic environment where culture and commerce intersect [7].

Core Insights - The merger between Brag House Holdings, Inc. and House of Doge Inc. aims to create a comprehensive financial infrastructure company focused on digital payments, asset management, RWA tokenization, and digital media, leveraging Brag House's "Cultural Capital Playbook" on a global scale [1][2]. Group 1: Strategic Vision - The combined entity's strategy is anchored by a "Culture to Capital" approach, which has successfully engaged the Gen Z demographic and secured partnerships with Fortune 500 companies [2]. - The vision emphasizes the cultural significance of Dogecoin, which has over 6.1 million holders and a market capitalization exceeding $30 billion, positioning it as a major player in the cryptocurrency space [3]. Group 2: Leadership and Experience - Marco Margiotta, CEO of House of Doge, will lead the combined entity, bringing extensive experience from the payments and finance industry, including founding PayFare, a global payments solution provider with over $15 billion in annual processing [3]. Group 3: Core Verticals - The strategy will focus on four core verticals: 1. Digital Payments: Developing institutional-grade payment systems to facilitate everyday commerce using Dogecoin [6]. 2. Asset Management & RWA Tokenization: Creating regulated financial products and tokenizing high-value assets [6]. 3. Brand & Licensing: Leveraging Dogecoin's global recognition to establish a culture-driven financial brand [6]. 4. Digital Media & Data Insights: Utilizing Brag House's expertise to introduce new financial products to the Gen Z audience [6]. Group 4: House of Doge's Commitment - House of Doge is dedicated to advancing Dogecoin as a decentralized global currency, investing in infrastructure to integrate it into everyday commerce and leading the next era of crypto utility [4].