[8-K] Brag House Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Fusion Fuel Green PLC (HTOO) has furnished a Form 6-K disclosing that, on 22 July 2025, it released a press statement announcing the execution of a non-binding Term Sheet (dated 17 June 2025) between its subsidiary Bright Hydrogen Solutions Ltd. and an unidentified partner. The filing provides no financial terms, project scope, timeline, or capital commitments. Completion of any transaction will depend on completion of due diligence, negotiation of definitive agreements, partner financing, and receipt of regulatory approvals. The document is largely comprised of standard forward-looking-statement disclaimers and attaches the press release as Exhibit 99.1; no other operational or financial updates are included.

Positive

• Strategic progress: Signing a Term Sheet suggests continuing efforts to secure partners for hydrogen project development.

Negative

• Non-binding nature: No assurance the partnership will close or generate revenue, leaving execution risk high.

Insights

Equity Research Analyst

TL;DR: Neutral; potential partnership noted but non-binding and no economics disclosed.

The 6-K merely signals management’s intent to expand its hydrogen project pipeline through a future partnership. Without deal size, project capacity, or contribution estimates, investors cannot assess revenue impact or capital needs. Until a definitive agreement emerges, this filing carries limited valuation weight and does not change earnings outlook.

Risk & Compliance Specialist

TL;DR: High conditionality; transaction faces multiple closing hurdles.

The Term Sheet is expressly non-binding and subject to financing, regulatory approvals, and satisfactory due diligence. The extensive cautionary language underscores execution risk. Investors should treat the announcement as an early stage indication rather than a committed project.

false 0001903595 0001903595 2025-07-18 2025-07-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 18, 2025

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)		(I.R.S. 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 18, 2025, the Board of Directors (the “Board”) of Brag House Holdings, Inc. (the “Company”) issued pursuant to the Company’s 2024 Omnibus Incentive Plan (the “Plan”) 223,556 stock options (the “Options”) to Lavell Juan Malloy II, 223,556 Options to Daniel Leibovich, and 50,000 Options to Chetan Jindal.

The issuances were approved by the members of the Board after the close of trading on the Nasdaq Capital Market on July 18, 2025. The Options have an exercise price per share of $1.00 per share, will vest and become exercisable immediately and shall expire on July 18, 2030.

Item 8.01 Other Events.

On July 18, 2025, 150,000 Options were issued to Kevin Foster and 100,000 Options were issued to each of DeLu Jackson and Daniel Fidrya, the non-employee directors of the Company. The Options were issued pursuant to the Company’s Plan. The issuances were approved by the members of the Board after the close of trading on the Nasdaq Capital Market on July 18, 2025. The Options have an exercise price per share of $1.00 per share, will vest and become exercisable immediately and shall expire on July 18, 2030.

1

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: July 22, 2025	BRAG HOUSE HOLDINGS, INC.
	By:	/s/ Lavell Juan Malloy, II
	Name:	Lavell Juan Malloy, II
	Title:	Chief Executive Officer

2

FAQ

What did Fusion Fuel Green (HTOO) announce in its 22 July 2025 Form 6-K?

It disclosed a press release about a non-binding Term Sheet between Bright Hydrogen Solutions Ltd. and an unnamed partner.

Is the Term Sheet legally binding?

No. The filing states it is non-binding and subject to definitive agreements.

Were any financial terms or project sizes revealed?

No financial metrics, capital commitments, or project capacities were provided in the filing.

What conditions must be met before the transaction can close?

Due diligence, definitive documentation, financing by the partner, and all required regulatory approvals.

Does this filing affect Fusion Fuel Green's current financial guidance?

The company did not update or provide guidance; therefore, no immediate impact on forecasts can be inferred.