TBH Files Rule 12b-25 Notice; Q2 2025 10-Q Will Be Late

Rhea-AI Filing Summary

Brag House Holdings, Inc. submitted a Form NT 10-Q notice indicating it will not file its quarterly report for the period ended June 30, 2025 on time and is using Rule 12b-25 to extend the filing period. The notice confirms all other required periodic reports for the prior 12 months have been filed and states no significant change in results of operations is anticipated for the period. The notice is signed by Lavell Juan Malloy, II, Chief Executive Officer, dated August 15, 2025.

Positive

• Disclosure made under Rule 12b-25, formally notifying the SEC of the delayed 10-Q filing
• All other periodic reports for the preceding 12 months have been reported as filed
• Management states no anticipated significant change in results of operations for the period

Negative

• Quarterly report for period ended June 30, 2025 will be late, indicating a missed filing deadline
• Late filing may indicate administrative or internal control issues if recurrent

Insights

Financial Analyst

TL;DR: Routine late-filing notice with confirmation of no anticipated material earnings change and prior reports up to date.

The company filed a Form NT 10-Q indicating a delayed quarterly filing for the period ended June 30, 2025, invoking Rule 12b-25. It explicitly states that other periodic reports for the preceding 12 months have been filed and that the upcoming earnings statements are not expected to reflect a significant change versus the prior year period. From a financial analysis perspective, this notice offers limited new quantitative data but reduces immediate earnings-surprise risk because management does not anticipate material operational changes.

Corporate Governance Expert

TL;DR: Governance signal: management disclosed a late filing; transparency is present but timeliness is a concern.

The NT 10-Q shows the company is formally notifying regulators about a delayed 10-Q and uses the prescribed disclosure process. The CEO signed the notice, which supports accountability. However, late filings can reflect internal control, resource, or administrative issues. While the filing also states no significant operational changes are expected, repeated or unexplained delays would raise governance and compliance concerns for investors and regulators.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING	OMB APPROVAL
	OMB Number: 3235-0058
	Expires: August 31, 2025
	Estimated average burden hours per response ... 2.50
	SEC FILE NUMBER
	001-42525
	CUSIP NUMBER 104813209

(Check one):		☐ Form 10-K ☐  Form 20-F ☐  Form 11-K  ☒  Form 10-Q ☐  Form 10-D ☐  Form N-SAR ☐  Form N-CSR
		For Period Ended:	June 30, 2025
		☐   Transition Report on Form 10-K
		☐   Transition Report on Form 20-F
		☐   Transition Report on Form 11-K
		☐   Transition Report on Form 10-Q
		☐   Transition Report on Form N-SAR
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Brag House Holdings, Inc.

Full Name of Registrant

Former Name if Applicable

45 Park Street

Address of Principal Executive Office (Street and Number)

Montclair, NJ 07042

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

BRAG HOUSE HOLDINGS, INC. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Quarterly Report”) by the August 14, 2025 filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the period ended June 30, 2025 to be incorporated in the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Lavell Juan Malloy, II		(413)		398-2845
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒ No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☐ No ☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

BRAG HOUSE HOLDINGS, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

August 15, 2025	By:	/s/ Lavell Juan Malloy, II
	Name:	Lavell Juan Malloy, II
	Title:	Chief Executive Officer

3

FAQ

What did Brag House Holdings (TBH) file with the SEC?

Brag House filed a Form NT 10-Q notifying the SEC it will not file its quarterly report for the period ended June 30, 2025 on time and is using Rule 12b-25.

Does the NT 10-Q state whether prior reports are current for TBH?

Yes. The notice confirms that all other periodic reports required in the preceding 12 months have been filed.

Will TBH report a significant change in earnings for the quarter?

No. The company indicated no anticipated significant change in results of operations compared with the corresponding prior-year period.

Who signed the NT 10-Q notice for Brag House (TBH)?

Lavell Juan Malloy, II, Chief Executive Officer signed the notice dated August 15, 2025.

What does filing a Form NT 10-Q mean for investors in TBH?

It signals a delayed quarterly filing; investors should note the delay and await the eventual 10-Q for full financial details.