Brag House Holdings (NASDAQ: TBH) adjourns merger vote to April 7, 2026

Rhea-AI Filing Summary

Brag House Holdings, Inc. adjourned its special meeting of stockholders to reconvene virtually on April 7, 2026 at 2:00 p.m. Eastern Time to continue solicitation of proxies to approve a previously disclosed merger with House of Doge Inc..

At the meeting held March 16, 2026, stockholders approved an adjournment proposal by a vote of 8,907,331 for, 237,578 against, and 8,102 abstentions. The record date for voting remains January 27, 2026.

Insights

Corporate Governance Analyst

Adjournment permits further proxy solicitation ahead of the merger vote.

The company moved to adjourn its special meeting to April 7, 2026 to continue soliciting proxies on the Merger Agreement with House of Doge Inc.. The adjournment passed with 8,907,331 votes in favor.

Key dependencies include additional proxy returns and any communications to stockholders before the reconvened meeting; timing and outcome will depend on those solicitation efforts and any further disclosures prior to the new meeting date.

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): March 16, 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 5.07. Submission of Matters to a Vote of Security Holders.

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 and Amendment No 2. thereto dated as of February 2, 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 March 16, 2026, the Company convened its special meeting of stockholders to vote on the Merger Agreement and related matters (the “Special Meeting”). At the Special Meeting, Lavell Juan Malloy, II, Chief Executive Officer and Chairman of the Board of Directors of the Company, presiding over the Special Meeting, moved that the meeting be adjourned to 2:00 p.m., Eastern Time, on Tuesday, April 7, 2026, to permit further solicitation and vote of proxies, for the purpose of soliciting additional proxies to approve such proposals (the “Adjournment Proposal”).

The Company’s stockholders approved the Adjournment Proposal as follows. 

Votes
For		Against		Abstain
8,907,331		237,578		8,102

Item 8.01. Other Events.

Consistent with the vote on the Adjournment Proposal set forth above, as announced in the Special Meeting, the Company intends to reconvene the Special Meeting on April 7, 2026, at 2:00 p.m. Eastern Time, virtually at https://web.viewproxy.com/tbh/2026SM. The record date for determination of stockholders entitled to vote at the Special Meeting remains January 27, 2026.

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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: March 20, 2026	BRAG HOUSE HOLDINGS, INC.
	By:	/s/ Lavell Juan Malloy, II
	Name:	Lavell Juan Malloy, II
	Title:	Chief Executive Officer

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FAQ

What did Brag House Holdings (TBH) vote on at the March 16, 2026 meeting?

The company voted to adjourn its special meeting to April 7, 2026 to permit further proxy solicitation. The adjournment passed with 8,907,331 votes for, 237,578 against, and 8,102 abstentions.

When and how will Brag House Holdings reconvene the special meeting?

Brag House Holdings will reconvene virtually on April 7, 2026 at 2:00 p.m. Eastern Time at the web address provided by the company: https://web.viewproxy.com/tbh/2026SM for further voting on the merger proposals.

What is the record date for shareholders entitled to vote on the merger?

The record date for determination of stockholders entitled to vote remains January 27, 2026. Shareholder eligibility for voting at the reconvened meeting is determined by holdings as of that date.

What is the Merger Agreement referenced by Brag House Holdings (TBH)?

The Merger Agreement, dated October 12, 2025 with subsequent amendments on November 26, 2025 and February 2, 2026, contemplates Merger Sub merging into House of Doge Inc., with House of Doge surviving as a subsidiary.

Does the adjournment change the items up for vote at the special meeting?

The adjournment itself does not change the proposals; it merely postpones voting to allow additional proxy solicitation. The same Merger Agreement-related proposals will be considered when the meeting reconvenes on April 7, 2026.