Brag House amends merger, adds transfer limits

Accepted by SEC EDGAR 03/31/2026 - 09:11 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Brag House Holdings, Inc. entered into Amendment No. 3 to its Merger Agreement with Brag House Merger Sub, Inc. and House of Doge Inc. on March 26, 2026, which adjusts transfer restrictions on shares issued in the Merger and instructs the exchange agent to apply stop transfer orders or restrictive legends on those shares.

The Amendment (i) permits extension of existing transfer restrictions on former House of Doge stockholders, (ii) imposes similar restrictions on holders of vested House of Doge restricted stock units and links permitted transfers to Nasdaq trading volume the day prior to transfer, and (iii) extends the outside termination date for the Merger to May 29, 2026.

Insights

M&A Counsel

Amendment narrows near-term liquidity for former target holders and extends the deal timeline.

The Amendment formalizes transfer controls by allowing extended restrictions and imposing volume‑based limits for transfers of shares issued in the Merger, plus stop transfer or restrictive legends through the exchange agent. These steps are common to manage post‑closing overhang.

Key dependencies include compliance with exchange rules and the extended termination date of May 29, 2026. Subsequent filings may disclose whether further extensions or stockholder approvals are required.

Corporate Governance Analyst

Lockups and legends suggest controlled unwind of newly issued shares.

The Amendment explicitly permits placing restrictive legends and stop transfer orders on shares issued to former House of Doge holders and RSU recipients, limiting immediate resale. The transfer cap ties permitted disposals to the prior trading day's volume on Nasdaq or applicable exchange.

Watch for disclosure of the exact mechanics of the volume‑based limit and any amendments to equity plan documents in future filings.

Key Figures

Amendment date: March 26, 2026 Extended termination date: May 29, 2026 Merger Agreement original date: October 12, 2025 +1 more

4 metrics

Amendment date March 26, 2026 date Amendment No. 3 was entered

Extended termination date May 29, 2026 new outside date to terminate the Merger Agreement

Merger Agreement original date October 12, 2025 original Merger Agreement date (as disclosed)

Prior amendments Amendment No. 1 (Nov 26, 2025); No. 2 (Feb 2, 2026) previous amendments to the Merger Agreement

Key Terms

restrictive legends, stop transfer orders, restricted stock units, Merger Sub

4 terms

restrictive legends regulatory

"place appropriate stop transfer orders against or restrictive legends on the shares"

stop transfer orders regulatory

"instruct the exchange agent to place appropriate stop transfer orders"

restricted stock units financial

"holders of vested House of Doge restricted stock units that receive shares"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Merger Sub other

"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.

FAQ

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

What does Brag House Holdings' Amendment No. 3 do for TBH shareholders?

It extends post‑merger transfer controls and the deal deadline. The Amendment permits extended transfer restrictions and restrictive legends on shares issued in the Merger and pushes the Merger termination date to May 29, 2026.

Who is affected by the transfer restrictions in the Amendment?

Former House of Doge stockholders and RSU holders. The Amendment applies to holders receiving TBH common stock in the Merger, including vested restricted stock unit recipients, by permitting legends/stop transfers and volume‑based transfer limits.

How are transfers of shares limited under the Amendment?

Transfers are tied to trading volume the prior day. The Amendment limits amounts a former RSU holder can transfer based on the Company’s common stock trading volume on Nasdaq or the applicable exchange on the day before the proposed transfer.

Will TBH place legends or stop transfer orders on issued shares?

Yes — the Company will instruct the exchange agent accordingly. The Amendment provides that TBH will instruct the exchange agent to place stop transfer orders or restrictive legends on shares issued to former House of Doge stockholders and RSU recipients.

Has the Merger closing deadline changed?

Yes — the termination date was extended to May 29, 2026. The Amendment extends the date after which either party may terminate the Merger Agreement if the transactions have not closed to May 29, 2026.

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

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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 26, 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 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 26, 2026, the parties entered into an Amendment No. 3 to the Merger Agreement (the “Amendment”). The Amendment permits House of Doge to: (i) extend restrictions, which would otherwise be applicable pursuant to existing agreements between House of Doge and its stockholders, on the holders’ ability to transfer the shares of the Company’s common stock that are issued to HOD stockholders in the Merger; and (ii) impose similar transfer restrictions on holders of vested House of Doge restricted stock units that receive shares of the Company’s common stock in the Merger and limit the amount of shares that any such former holder of restricted stock units can transfer or otherwise dispose of based on the trading volume of the Company’s common stock on the Nasdaq Stock Market LLC or other applicable exchange on which shares of the Company’s common stock is then trading on the day prior to such transfer. The Amendment also provides that the Company will instruct the exchange agent to place appropriate stop transfer orders against or restrictive legends on the shares of the Company’s common stock issued to the former House of Doge stockholders or holders of restricted stock units in the Merger.

The amendment also 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 May 29, 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. 3 to Merger Agreement by and among Brag House Holdings, Inc., Brag House Merger Sub, Inc. and House of Doge Inc., dated as of March 26, 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: March 31, 2026	BRAG HOUSE HOLDINGS, INC.
	By:	/s/ Lavell Juan Malloy, II
	Name:	Lavell Juan Malloy, II
	Title:	Chief Executive Officer

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