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 - SEGG Media Corporation has successfully partnered with Super League Kerala, achieving over 150 million views during the second season of the league, validating its streaming capabilities and product vision [1][4][5] Group 1: Partnership Success - The partnership with Super League Kerala has been described as a pivotal milestone for SEGG Media, showcasing the demand for high-quality digital sports content [4] - The live-streaming of 33 matches over a 77-day period exceeded viewership expectations, laying the groundwork for future expansions [1][4] Group 2: Future Plans - SEGG Media is preparing for a significant scale-up phase in 2026, focusing on commercializing live sports streaming, sponsorship, advertising models, and audience monetization [3] - The company plans to expand its presence in India and the MENA region, covering three additional sports genres to enhance its digital sports entertainment offerings [3] Group 3: Technology and Platform Development - The successful launch of Sports.com, which includes next-generation streaming capabilities, was highlighted during the live-streaming of the SLK Season 2 opener [2] - The platform aims to provide a modern streaming ecosystem for sports organizations and a high-quality viewing experience for fans [6]

Core Insights - The Company announced the launch of two AI initiatives: Agentic Newsroom and CiteRadar, aimed at enhancing content distribution and brand narrative monitoring in the media sector [1][10] Group 1: Agentic Newsroom - Agentic Newsroom is an AI-driven content system that automates translation, localization, and distribution of content across various Asian markets [1][2] - The initiative aims to maximize the value of the Company's licensed and original content by enabling seamless distribution across media brands in Japan, Taiwan, and Hong Kong [3] - The system will generate a proprietary dataset of editorial workflows and multilingual content, serving as a long-term competitive advantage and foundation for AI training [4][10] - The Chief Technology Officer highlighted that this initiative represents a fundamental shift in media operations, allowing journalists to focus on high-value journalism [5] Group 2: CiteRadar - CiteRadar is an enterprise SaaS analytics platform designed to monitor how AI models describe brands, products, and competitive landscapes [6][10] - The platform addresses a visibility gap for enterprises by providing structured insights into AI-generated narratives and competitive positioning [7] - The Company plans to publish quarterly AI radar reports using CiteRadar metrics, providing brand visibility rankings and competitive analysis across major AI platforms [8] - CiteRadar will launch with a tiered subscription model targeting enterprises, agencies, and organizations, entering beta in 2026 [8][10] Group 3: Strategic Implications - Both initiatives exemplify the Company's comprehensive AI strategy and position at the forefront of AI-driven media innovation [10] - The Company is committed to leveraging AI to transform internal content operations while creating new B2B revenue opportunities [10][11] - The dual initiatives reflect innovative ways the Company is enhancing its business and addressing emerging enterprise needs in the AI era [11]

Core Insights - The Company is the first media entity in Japan to integrate 15 of its media brands onto the TollBit platform, enabling monetization of AI-driven traffic across its media properties [1][3] - TollBit acts as a digital "tollbooth" for AI agents and bots, allowing content owners to set rules, charge for access, and monitor AI activity, thus providing a scalable mechanism for content monetization beyond traditional models [1][2] - The Company has started generating initial revenue from AI buyers through the TollBit platform, validating AI content licensing as a viable commercial model for premium digital media [1][4] Company Developments - The integration with TollBit allows the Company to monitor, manage, and monetize AI access to its digital content, transforming unauthorized scraping into legitimate, revenue-generating licensed use [3][4] - The Company has recorded transactions from AI buyers licensing content, indicating tangible demand for high-quality content in the AI ecosystem [3][4] - The Company aims to explore additional partnerships and licensing opportunities as the AI content monetization ecosystem matures [7] Industry Context - The integration with TollBit represents a significant step for the media industry, showcasing that AI content licensing is generating actual transactions and revenue [4][6] - As AI reshapes the media landscape, content creators are encouraged to define how their work is used and compensated, highlighting the value of quality content in the AI ecosystem [5][6] - The early traction with TollBit helps the industry understand responsible AI content partnerships and ensures a sustainable Internet economy [6]

Core Viewpoint - TGE Value Creative Solutions Corp, sponsored by The Generation Essentials Group, has successfully listed on the NYSE, marking a significant step in TGE's strategy to expand through SPACs [1][5]. Group 1: Listing Details - TGE Value Creative Solutions priced its IPO at $10.00 per unit, consisting of one Class A ordinary share and one-half of a redeemable warrant, with the warrants allowing purchase of shares at $11.50 each [2]. - The listing has been well-received, with the order book oversubscribed by reputable investors [3]. Group 2: Strategic Focus - TGE Value Creative Solutions aims to pursue acquisitions primarily in sectors such as media, digital media, entertainment, high fashion, lifestyle, culture, and gaming, aligning with TGE's core business [4]. - TGE's broader strategy includes sponsoring multiple SPACs to facilitate business combinations that enhance growth and shareholder value [5]. Group 3: Company Background - AMTD Group operates across various sectors, including media and entertainment, education and training, and hospitality [7]. - AMTD IDEA Group serves as a diversified institution connecting companies and investors globally, providing comprehensive business services and digital solutions [8]. - AMTD Digital Inc. focuses on digital solutions, including media, content, marketing services, and hospitality [9]. - The Generation Essentials Group is a diversified portfolio in media and entertainment, with a focus on global strategies in multimedia and cultural affairs [11].

Core Insights - TNL Mediagene has reported significant developments and achievements in 2025, highlighting growth in its Technology and Digital Studio business units while facing challenges in its Media & Branded Content unit due to industry-wide AI SEO shifts [1][2][3] Financial Performance - FY2025 performance guidance includes expected revenue of $49.1 million, gross profit of $17.8 million, and Management Adjusted EBITDA of $0.8 million, indicating a stable gross profit margin and an expanding EBITDA margin driven by cost reduction initiatives [4][5][6] - The company anticipates its first year of Management Adjusted EBITDA profitability in FY2025, marking an important milestone [6] Capital Structure and Funding - Key capital structure improvements include the repayment of a $4.7 million convertible note, raising $2.15 million in common equity, and $1.5 million through a new convertible note from 3i with improved terms [4][9] - The company has amended its existing ELOC agreement to allow for more efficient and lower-cost strategic use [9] Strategic Partnerships - TNL Mediagene has signed significant strategic partnerships with CMoney, PChome, and Geniee to enhance its commerce revenue and retail media network growth [8][10] - These partnerships aim to leverage retail data and AI technology to create precise targeting for monetization [8] Event Hosting and Brand Visibility - The company has hosted several high-profile events, including TechGALA Japan 2025 and the 2025 Generative AI Conference, enhancing its brand visibility and fostering business opportunities [11][12] Business Diversification - The company has diversified into Technology, Digital Studio, and new media verticals, with a business split of approximately 30% Media & Branded Content, 30% Technology, and 40% Digital Studio [13] - Investments in short-form video content and key talent acquisitions have been made to bolster video capabilities [14] E-commerce Innovations - TNL Mediagene has launched GIZMART, a media-linked e-commerce platform, achieving over ¥200 million in GMV sales within the first 12 days of its launch [15] - The company is also expanding its media properties into new language markets through an AI-driven multilingualization strategy [16][17] M&A Activity - The company maintains an active M&A pipeline, having acquired 10 companies since 2018, with plans to selectively execute on this pipeline in 2026 [18] Operational Efficiency - A group-wide restructuring has been implemented to improve operational efficiency, resulting in a reduction of full-time headcount from 501 to 478 employees [19][20] Leadership and Talent Acquisition - The company has made significant key hires in leadership roles to bring industry best practices, including hiring a General Counsel and Chief Governance Officer [22][23]

Core Viewpoint - TNL Mediagene announced a 1-for-20 share consolidation to increase the trading price of its ordinary shares and regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share [1][2]. Group 1: Share Consolidation Details - The share consolidation is set to take effect on December 23, 2025, with shares trading under the existing ticker symbol "TNMG" and a new CUSIP number [1]. - The consolidation aims to enhance the company's appeal to institutional investors who require a minimum share price for investment [2]. - Shareholders approved a consolidation ratio of up to 1-to-100, with the final ratio of 1-for-20 approved by the Board of Directors on December 9, 2025 [3]. Group 2: Impact on Shareholders - No fractional shares will be issued; all fractional shares will be rounded up to the next whole share, ensuring uniform impact on all shareholders [4]. - Registered shareholders will not need to take any action to receive split-adjusted shares, as adjustments will be made automatically for those holding shares through brokers or other organizations [5]. Group 3: Company Background - TNL Mediagene was formed in May 2023 through the merger of The News Lens Co. and Mediagene Inc., focusing on digital media and data services across Asia [6]. - The company operates in multiple languages and offers a range of services including AI-driven advertising and marketing technology [6].

Core Insights - The merger between Trump Media and Technology Group and TAE Technologies raises questions about the strategic benefits and potential conflicts of interest between a media holding company and a nuclear fusion firm [1][3][7] Company Overview - TAE Technologies is a privately held fusion energy company based in California, focusing on developing nuclear fusion systems, which have not yet achieved commercial viability. The company also sells power management systems for electric vehicles and particle accelerators for the medical sector [2] Merger Details - The merger will create a combined entity valued at over $8 billion in an all-stock deal, granting equal stakes to shareholders of both companies. The primary motivation for the merger appears to be Trump Media's access to significant capital [3][7] Strategic Implications - The merger provides TAE Technologies with a foothold in the public market and is seen as a way to attract investors, particularly in the context of American energy dominance [4] - The deal may shift Trump Media's focus away from its crypto ventures, as the $300 million investment into TAE Technologies will limit funds available for initiatives like the CRO treasury partnership with Crypto.com [5][8] Financial Context - The combined valuation of over $8 billion includes a $5 billion line of credit that neither company is obligated to utilize, with the remaining value largely consisting of Crypto.com's existing CRO holdings [8]

Core Viewpoint - Trump Media's shares surged nearly 25% in premarket trading following the announcement of a merger with TAE Technologies, marking a significant strategic shift from digital media to advanced energy and AI-linked infrastructure [1][5]. Group 1: Merger Details - The merger values the combined business at over $6 billion, with shareholders of both companies owning approximately 50% of the merged entity on a fully diluted basis [2]. - Trump Media will provide up to $200 million in cash at signing, with an additional $100 million available upon the initial filing of a Form S-4 registration statement [3]. Group 2: Strategic Implications - The combined company plans to construct the world's first utility-scale fusion power plant, targeting an initial capacity of 50 megawatts by 2026, with larger facilities planned in the 350 to 500 megawatt range [4]. - This merger represents a strategic pivot for Trump Media, shifting its focus from digital media to advanced energy solutions and AI infrastructure [5].

Investment Rating - The report maintains a "Buy" rating for the company [4] Core Insights - The partnership between Disney and OpenAI marks a new paradigm of "IP + AI," indicating a shift in Hollywood's approach to AI-generated content [7] - The collaboration includes IP licensing, a $1 billion equity investment from Disney in OpenAI, and the application of OpenAI's technology to enhance Disney's creative processes and develop new products for Disney+ [7] - The company is expected to benefit directly from this partnership, particularly through the increase in user-generated content (UGC) on Disney+ [7] Financial Forecast and Valuation - Revenue projections for the company from 2025 to 2027 are estimated at HK$29.9 billion, HK$35.7 billion, and HK$43.0 billion respectively, with corresponding P/S ratios of 4.6, 3.7, and 3.1 [2] - Adjusted profits for the same period are forecasted to be HK$2.1 billion, HK$3.3 billion, and HK$4.2 billion, leading to P/E ratios of 51, 34, and 26 [2] - The company’s revenue for 2024 is projected at HK$2.401 billion, with a growth rate of 20.01%, and net profit is expected to reach HK$143 million, reflecting a significant increase of 1925.62% [8][9]