Brag House Discloses Valuation Report of ~$1.09 Billion on Proposed Merger with House of Doge

Brag House (NASDAQ: TBH) filed a Form S-4 on Dec 4, 2025 for a proposed merger with House of Doge (HOD) and published a Fairness Opinion valuing the transaction at ~$1.09 billion.

Rhea-AI Summary

Brag House (NASDAQ: TBH) filed a Form S-4 on Dec 4, 2025 for a proposed merger with House of Doge (HOD) and published a Fairness Opinion valuing the transaction at ~$1.09 billion. The opinion used a sum-of-the-parts analysis across payment processing, marketing/licensing, and alternative asset management comparables.

As structured, Brag House would issue approximately 663 million common shares (including shares issuable on conversion of Class C preferred) at an implied value of $1.6434 per share totaling about $1.09 billion. Post-closing ownership is expected to be ~7.2% TBH stockholders and ~92.8% HOD equity securityholders. The S-4 and fairness opinion are available on the SEC website.

Positive

• Transaction valuation of approximately $1.09 billion
• Aggregate issuance of approximately 663 million shares
• Implied per-share valuation of $1.6434
• Post-merger combined platform targets payments and asset tokenization

Negative

• Existing TBH stockholders diluted to approximately 7.2% ownership after closing
• HOD equity securityholders to own approximately 92.8% of outstanding shares, creating concentrated ownership

Argus Dec 4 session

+4.04% close to close Open Argus

Details

News Market Reaction – TBH

On Dec 4, the day this news came out, TBH closed 4.04% above the previous close.

Data tracked by StockTitan Argus for the Dec 4 session.

Market Context

This announcement details Brag House’s proposed merger with House of Doge, including a Fairness Opin...

Analysis

This announcement details Brag House’s proposed merger with House of Doge, including a Fairness Opinion valuing the deal at about $1.09 billion and an issuance of roughly 663 million shares at an implied $1.6434 each. TBH stockholders are expected to own about 7.2% post-closing, with HOD holders at 92.8%. Investors may track subsequent S-4 amendments, regulatory clearances, and any changes to ownership or consideration structure.

Key Figures

Transaction valuation: $1.09 billion Shares to be issued: 663 million shares Implied value per share: $1.6434 per share +3 more

Transaction valuation

$1.09 billion

Fairness Opinion for proposed Brag House–House of Doge merger

Shares to be issued

663 million shares

Brag House common stock (including Class C preferred conversion) for merger

Implied value per share

$1.6434 per share

Implied valuation of Brag House stock in merger consideration

TBH holder ownership

7.2%

Expected post-closing ownership of outstanding common shares

HOD holder ownership

92.8%

Expected post-closing ownership of outstanding common shares

Market cap

$12,570,818

Pre-news market capitalization from market context

Historical Context

5 past events · Latest: Dec 04

5 events

1. Dec 04

   Merger valuation

   24h Move

   +1.0%

   S-4 filing and Fairness Opinion valuing House of Doge merger at ~$1.09B.

2. Nov 20

   Crypto ETF launch

   24h Move

   -9.6%

   Launch of 21Shares 2x Long Dogecoin ETF highlighting House of Doge partnership.

3. Nov 12

   Strategy interview

   24h Move

   +6.4%

   Impact Magazine feature detailing post-merger "Culture to Capital" strategy.

4. Nov 03

   Definitive merger

   24h Move

   -12.5%

   Definitive merger to build payments, asset management, and RWA platform with HOD.

5. Oct 30

   Sponsorship deal

   24h Move

   +3.5%

   Triestina sponsorship placing Dogecoin branding across kits and stadium assets.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

form s-4, fairness opinion, sum-of-the-parts analysis, class c preferred stock

4 terms

form s-4 regulatory

"announced the filing of a Registration Statement on Form S-4 with the U.S."

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

fairness opinion financial

"the Company published a fairness opinion conducted by Newbridge Securities"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

sum-of-the-parts analysis financial

"The Fairness Opinion contemplated a sum-of-the-parts analysis that included"

Sum-of-the-parts analysis is a method investors use to determine the value of a company by adding up the worth of its individual parts or business segments. Think of it like valuing a collection of different items separately and then summing their prices to find the total value. This approach helps investors see if the overall company is undervalued or overvalued based on the combined worth of its separate components.

class c preferred stock financial

"shares issuable upon conversion of Class C preferred stock at an implied"

Class C preferred stock is a type of ownership share in a company that typically offers fixed dividends and has priority over common stock when it comes to receiving payments or assets if the company is liquidated. It usually comes with specific rights or features that distinguish it from other preferred shares, such as voting rights or dividend preferences. Investors value it for its potential steady income and relative safety compared to regular shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What valuation did Brag House (TBH) disclose for the proposed merger with House of Doge on Dec 4, 2025?

The Fairness Opinion valued the proposed merger at approximately $1.09 billion.

How many shares will Brag House (TBH) issue in the proposed merger with House of Doge?

Brag House will issue an aggregate of approximately 663 million common shares, including convertible Class C preferred shares.

What is the implied per-share value in the TBH–House of Doge merger?

The implied value per share reported in the filing is $1.6434.

What will TBH stockholders own after the proposed merger with House of Doge?

TBH stockholders are anticipated to collectively own approximately 7.2% of outstanding common shares upon closing.

Where can investors find the Form S-4 and the Fairness Opinion for TBH's merger with House of Doge?

The registration statement and Fairness Opinion are available on the SEC website at www.sec.gov.

What strategic areas does the Brag House and House of Doge combination target?

The combined platform is described as focusing on asset management, treasury solutions, payment infrastructure, and real-world asset tokenization.