IPO - Brag House Holdings, Inc.

Form Type: 10-K

Filing Date: 2025-05-07

Corporate Action: Ipo

Type: New

Accession Number: 000121390025040732

Filing Summary: Brag House Holdings, Inc. is a mission-driven organization focusing on casual college gamers, providing a vertically integrated platform that enhances gaming experiences and fosters community engagement. The company began trading on the Nasdaq Capital Market on March 6, 2025, after its successful IPO. As of May 6, 2025, Brag House had 10,822,588 shares of Common Stock issued and outstanding. The report outlines a strong growth trajectory in community engagement, highlighting nearly 1.4 million video views and substantial increases in digital impressions year-over-year. The company plans to introduce a unique predictive data insights platform through partnerships with technology firms, furthering its data monetization strategy. Brag House aims to build stronger connections between brands and the Gen Z audience through targeted activations and a focus on the esports industry's evolving landscape. The report emphasizes numerous risks, including financial performance challenges, competition in the esports market, and the need for effective marketing strategies to capture casual gamers' interest.

Form Type: 8-K

Filing Date: 2025-04-15

Corporate Action: Ipo

Type: New

Accession Number: 000121390025032162

Filing Summary: Brag House Holdings, Inc. is a new media-tech platform that focuses on gaming, college sports, and brand engagement. The company has recently completed its initial public offering (IPO) in March 2025 and is currently working on its Form 10-K for the fiscal year ended December 31, 2024. Due to the recent IPO, Brag House has indicated that more time is needed to finalize certain disclosures and analyses necessary for the Form 10-K. The company is committed to meeting SEC reporting obligations and good corporate governance while focusing on gaining momentum in their revenue-generating tournaments. They anticipate receiving a notice of non-compliance from Nasdaq due to the delay in filing the Form 10-K but believe there will be a grace period to file and regain compliance with Nasdaq Listing Rules.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Ipo

Type: New

Accession Number: 000121390025022831

Filing Summary: On March 5, 2025, Brag House Holdings, Inc. entered into an Underwriting Agreement with Kingswood Capital Partners, LLC for the public offering of 1,475,000 shares of common stock at a price of $4.00 per share, yielding gross proceeds of $5.9 million. As part of the agreement, the Company issued warrants to underwriters for 44,250 shares, exercisable from September 3, 2025, at the offering price. On March 10, 2025, Kingswood exercised an additional option for 221,250 shares at the same price, bringing total offerings to $6.785 million. Relevant press releases detailing these events were also filed. The filing indicates Brag House is categorized as an emerging growth company and provides the address for its principal executive offices in Montclair, NJ.

Form Type: 424B4

Filing Date: 2025-03-07

Corporate Action: Ipo

Type: New

Accession Number: 000121390025021426

Filing Summary: Brag House Holdings, Inc. is offering 1,475,000 shares of its common stock at an initial public offering price of $4.00 per share. This is their initial public offering with an expected commencement of trading on Nasdaq under the symbol 'TBH' on March 6, 2025. The offering has been necessitated by a consolidation of their stock, which includes a 1-for-5.1287 reverse split canceled on October 11, 2024, in favor of a new 1-for-2.43615 reverse split. The total expected proceeds before expenses amount to $5,428,000, and the underwriters will receive underwriting discounts of $472,000, with an additional non-accountable expense allowance. The document outlines the company’s commitment to a reduced reporting requirement as an emerging growth company and emphasizes the risks associated with investing in their stock. Furthermore, the prospectus details the competitive market position of Brag House within the esports industry, highlighting their business model and growth prospects, particularly through tournaments and brand partnerships.

Form Type: 424B4

Filing Date: 2025-03-07

Corporate Action: Ipo

Type: New

Accession Number: 000121390025021501

Filing Summary: Brag House Holdings, Inc. is offering up to 252,197 shares of common stock with a par value of $0.0001, to be sold by selling stockholders primarily on the open market and through negotiated transactions. The company has secured listing on the Nasdaq Capital Market with trading commencing on March 6, 2025, under the ticker symbol 'TBH'. This offering follows the finalization of an initial public offering (IPO) prospectus and is accompanied by a previous registration of 1,475,000 shares. The document includes details about lock-up agreements for certain stockholders, specifically Artemis Ave LLC and EVEMeta, LLC, which involve lock-up durations of 30 days and guarantees on stock consideration sales. Furthermore, the document outlines that Brag House underwent a reverse stock split, which was adjusted retroactively in this prospectus, and discusses the company's operational strategy within the esports and gaming industry, emphasizing its community focus and diverse revenue channels. Brag House aims to engage casual gamers and market brands to the Gen Z demographic by leveraging technology and community interaction in a personalized gaming environment.

Form Type: S-1MEF

Filing Date: 2025-03-05

Corporate Action: Ipo

Type: New

Accession Number: 000121390025020887

Filing Summary: Brag House Holdings, Inc. is filing a registration statement on Form S-1 with the SEC to register an additional $500,000 worth of shares of its common stock, with an option to increase to $575,000. This filing is pursuant to Rule 462(b) under the Securities Act of 1933 and is related to its previous registration statement (File No. 333-280282) which became effective on February 14, 2025. The filing indicates the registrant is a non-accelerated and smaller reporting company, also qualifying as an emerging growth company. Additional materials including legal opinions and consents are attached to the filing. The effective date will be as soon as practicable after this registration statement is filed.

Form Type: CORRESP

Filing Date: 2025-02-12

Corporate Action: Ipo

Type: New

Accession Number: 000121390025012944

Filing Summary: Brag House Holdings, Inc. is requesting the acceleration of the effectiveness of its Registration Statement on Form S-1, Fil No. 333-280282. The Company has requested that the effective date be expedited to February 14, 2025, at 4:30 p.m. Eastern Time, to allow for a timely Initial Public Offering (IPO). The request is pursuant to Rule 461 under the Securities Act of 1933, as amended. The document specifies a contact for any inquiries regarding this request, ensuring clear communication for further steps.

Form Type: CORRESP

Filing Date: 2025-02-12

Corporate Action: Ipo

Type: New

Accession Number: 000121390025012958

Filing Summary: Kingswood Capital Partners, LLC, as the representative of the underwriters, is requesting the acceleration of the effective date of Brag House Holdings, Inc.'s Registration Statement on Form S-1 to February 14, 2025, at 4:30 p.m. ET. This request is made pursuant to Rule 461 of the Securities Act of 1933. Additionally, the underwriters have distributed copies of the Preliminary Prospectus dated February 11, 2025, to ensure adequate distribution for the upcoming offering. Compliance with Rule 15c2-8 under the Securities Exchange Act of 1934 has also been confirmed.

Form Type: S-1/A

Filing Date: 2025-02-11

Corporate Action: Ipo

Type: New

Accession Number: 000121390025012154

Filing Summary: Brag House Holdings, Inc. has filed Amendment No. 6 to its Form S-1 registration statement with the SEC for its initial public offering. The company is offering 1,350,000 shares of common stock at an expected price of $4.00 per share. Prior to this offering, there has been no public market for the common stock, and listing on Nasdaq under the symbol 'TBH' is pending regulatory approval. The registration includes a resale prospectus for 252,197 shares held by selling stockholders, separate from the public offering. The document confirms that the registrant is classified as an 'emerging growth company,' meaning it will enjoy reduced public company reporting requirements. The company aimed to attract casual gamers by providing an esports platform focused on user experience, with features such as streaming, community engagement, and a revenue model primarily based on B2B sponsorships. Furthermore, Brag House has formed partnerships with technology companies Artemis and EVEMeta to enhance its data collection and streaming capabilities, respectively. The prospectus discusses various competitive strengths, including a focus on grassroots community-building and unique engagement functionalities, positioning Brag House favorably within the expanding esports market.

Form Type: S-1/A

Filing Date: 2025-02-04

Corporate Action: Ipo

Type: New

Accession Number: 000121390025009640

Filing Summary: Brag House Holdings, Inc. has filed an amendment to its Registration Statement for an initial public offering (IPO) to offer 1,350,000 shares of its common stock at an expected price of $4.00 per share. This marks the company's first public offering following a significant restructuring involving a reverse stock split. The document outlines two distinct prospectuses: the Public Offering Prospectus, aimed at the initial sale of shares, and the Resale Prospectus, intended for existing shareholders wishing to sell up to 252,197 shares. The company is seeking to list its common stock on Nasdaq under the symbol 'TBH.' The document further details the company’s innovative esports platform that caters to casual gamers, emphasizing a vertically integrated model that combines social networking with competitive gaming. The prospectus highlights the anticipated revenue from corporate-sponsored esports tournaments, aiming to generate 99% of revenue through such events, while mentioning expanding opportunities for advertising partnerships targeting the Generation Z audience. It also includes information on the strategic agreements with Artemis and EVEMeta for data insights and technological enhancements, respectively. Additionally, the company plans to implement data insights to empower brand advertisers and enhance its marketing strategies, reinforcing its target on growing user engagement among college-aged gamers.

Form Type: CORRESP

Filing Date: 2025-02-03

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025009643

Filing Summary: Brag House Holdings, Inc. filed Amendment No. 5 to its Registration Statement on Form S-1, addressing comments from the SEC regarding its previous filing. The amendment includes updated disclosures concerning outstanding debt obligations, specifically short-term loans, and how proceeds from the IPO may be used to repay this debt. The business section has been revised to provide updated performance metrics for the e-sports industry, and additional details about service agreements with Artemis Ave LLC and EVEMeta, LLC regarding a data insights revenue model. The partnership with Learfield Communications was clarified, emphasizing that no guaranteed revenues are provided. The disclosure regarding payables to the CEO and COO has also been updated. This amendment was filed in response to SEC comments dated January 29, 2025.

Form Type: S-1/A

Filing Date: 2025-01-13

Corporate Action: Ipo

Type: New

Accession Number: 000121390025003044

Filing Summary: Brag House Holdings, Inc. is filing its registration statement for an initial public offering (IPO) of 1,250,000 shares of common stock at an expected price of $4.00 per share. Additionally, selling stockholders are offering 140,625 shares of common stock for resale. The company plans to list its shares on The Nasdaq Capital Market under the symbol 'TBH', although no guarantee of listing approval exists. There has been no prior public market for the common stock. The document details previous stock consolidations, indicating a 1 for 5.1287 consolidation followed by a 1 for 2.43615 consolidation. Brag House aims to provide a unique esports platform focused on casual gamers, enhancing community engagement through integrated features like live streaming, tournaments, and non-monetary betting options called 'Brags'. The company has a diversified revenue model, primarily deriving income from B2B tournaments and partnerships, with future plans to introduce subscription services. The prospectus includes forward-looking statements about business strategy and risks associated with investing in their stock, as well as implications of being an emerging growth company.

Form Type: CORRESP

Filing Date: 2024-08-02

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024064898

Filing Summary: Brag House Holdings, Inc. submitted responses to comments from the SEC regarding their Registration Statement on Form S-1 filed on July 10, 2024. The company is also filing Amendment No. 2 to the Registration Statement, which includes revisions addressing the SEC's comments. Key revisions include adjustments to net tangible book value calculations by excluding deferred offering costs and including estimated offering expenses. Additionally, the legal opinion in Exhibit 5.1 has been modified to specify the number of shares being offered and those underlying underwriter warrants. The company clarified that the exclusive forum provision in its Certificate of Incorporation does not apply to certain actions arising under the Securities Act or the Exchange Act, ensuring compliance with federal jurisdiction requirements. Future filings will include disclosures to inform investors about these provisions.

Form Type: CORRESP

Filing Date: 2024-07-10

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024060511

Filing Summary: Brag House Holdings, Inc. submitted a response letter regarding comments from the SEC related to its Registration Statement on Form S-1 previously filed on June 18, 2024. The correspondence dated July 10, 2024, included a thorough response to comments about going concern qualifications, capitalization adjustments, net tangible book value revisions, and various disclosure clarifications regarding their B2B strategy and data insights model. The company acknowledged the need for revisions in several sections including a detailed review of their business activities, financial metrics, and corporate governance provisions. Additionally, inconsistencies in the disclosure about lock-up agreements were addressed, with the company clarifying the duration of such periods. The amendments reflect this feedback and provide detailed alterations to ensure compliance with SEC regulations, aiming to enhance transparency for potential investors.

Form Type: DRSLTR

Filing Date: 2024-01-09

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024002293

Filing Summary: Brag House Holdings, Inc. submitted an update to their Draft Registration Statement, responding to staff comments from the SEC dated November 9, 2023. The company made multiple amendments focusing on underwriter compensation, financial accounting standards, revenue sources, risk factors related to stock dilution, and disclosed details of their business strategies including B2B and B2C revenue generation. Key clarifications included the company’s intent to take advantage of an extended transition period, adjustments in capitalization, and enhanced transparency regarding business activities that constitute revenue streams. The company also addressed various risk factors and related party transactions that had been queried by the SEC staff, providing more detailed disclosures regarding their equity awards, revenue categorization, and digital asset offerings, specifically Brag Bucks and Loyalty Tokens. Overall, these amendments aim to enhance the clarity and compliance of the company's registration for their upcoming IPO.