Brag House extends merger deadline to June 30, 2026

Brag House Holdings, Inc. entered into Amendment No. 4 to its Merger Agreement with House of Doge Inc. on May 11, 2026, extending the outside termination date for the merger to June 30, 2026.

Rhea-AI Filing Summary

Brag House Holdings, Inc. entered into Amendment No. 4 to its Merger Agreement with House of Doge Inc. on May 11, 2026, extending the outside termination date for the merger to June 30, 2026.

The Amendment modifies the timing condition in the previously disclosed Merger Agreement (originally dated October 12, 2025) and is filed as Exhibit 2.1 to the Current Report on Form 8-K.

Insights

M&A Counsel

Extension preserves the transaction window pending closing conditions.

The Amendment to the Merger Agreement extends the termination date to June 30, 2026, keeping the parties bound under the agreement while they complete closing conditions. The change is procedural and time‑limited.

Key dependencies include any remaining closing conditions and approvals; timing for those items is not stated in the excerpt, so future filings will clarify completion status.

Corporate Finance Analyst

This is a non‑financial, timing amendment; cashflow treatment is not stated.

The filing records only an extension of the deadline; it does not disclose new consideration, financing commitments, or changes to transaction economics. Cash‑flow treatment and whether additional covenants were modified are not shown in the excerpt.

Watch for subsequent filings or the definitive merger closing notice for material financial disclosures or balance sheet impacts.

Key Figures

Amendment date: May 11, 2026 Extended termination date: June 30, 2026 Original Merger Agreement date: October 12, 2025 +1 more

4 metrics

Amendment date May 11, 2026 Date Amendment No. 4 was entered

Extended termination date June 30, 2026 New date after which either party may terminate the Merger Agreement

Original Merger Agreement date October 12, 2025 Date of the originally executed Merger Agreement

Prior amendment dates November 26, 2025; February 2, 2026; March 26, 2026 Amendment Nos. 1–3 to the Merger Agreement

Key Terms

Merger Agreement, Merger Sub, Amendment No. 4

3 terms

Merger Agreement legal

"entered into a Merger Agreement, dated as of October 12, 2025"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Merger Sub legal

"Brag House Merger Sub, Inc., a Delaware corporation (“Merger Sub”)"

A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.

Amendment No. 4 legal

"On May 11, 2026, the parties entered into Amendment No. 4 to the Merger Agreement"

FAQ

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

What did Brag House Holdings (TBH) file with the SEC on May 11, 2026?

The company filed an 8-K reporting Amendment No. 4 to its Merger Agreement with House of Doge Inc., dated May 11, 2026. The Amendment extends the merger termination date to June 30, 2026 and is attached as Exhibit 2.1.

How long was the merger termination date extended to in the Amendment?

The Amendment extends the date after which either party may terminate the Merger Agreement to June 30, 2026. The filing states this change was made by the parties on May 11, 2026.

Does the filing disclose any changes to the merger consideration or financing?

No. The excerpt describes only a deadline extension in Amendment No. 4. It does not state any modification to consideration, financing commitments, or economic terms of the Merger Agreement.

Where can I find the full text of the Amendment referenced in the 8-K?

The full Amendment No. 4 is filed as Exhibit 2.1 to the Current Report on Form 8-K. The 8-K identifies the Amendment date as May 11, 2026 and references the Merger Agreement dated October 12, 2025.

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

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Accepted by SEC EDGAR 05/15/2026 - 04:17 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 11, 2026

Brag House Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42525		87-4032622
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

45 Park Street,
Montclair, NJ 07042

(Address of principal executive offices)

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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, Brag House Holdings, Inc. (the “Company”) has entered into a Merger Agreement, dated as of October 12, 2025, by and among the Company, Brag House Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and House of Doge Inc., a Texas corporation (“House of Doge”), as amended pursuant to Amendment No. 1 thereto dated as of November 26, 2025, Amendment No 2. thereto dated as of February 2, 2026, and Amendment No. 3 thereto dated as of March 26, 2026 (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into House of Doge (the “Merger”), with House of Doge surviving the Merger as a wholly owned subsidiary of the Company.

On May 11, 2026, the parties entered into Amendment No. 4 to the Merger Agreement (the “Amendment”). The Amendment extends the date after which either the Company or House of Doge can terminate the Merger Agreement if the transactions contemplated thereby have not been consummated to June 30, 2026.

The foregoing summary of the terms of the Amendment is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Amendment No. 4 to Merger Agreement by and among Brag House Holdings, Inc., Brag House Merger Sub, Inc. and House of Doge Inc., dated as of May 11, 2026.
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: May 15, 2026	BRAG HOUSE HOLDINGS, INC.
	By:	/s/ Lavell Juan Malloy, II
	Name:	Lavell Juan Malloy, II
	Title:	Chief Executive Officer

2