Brag House Holdings Files S-1/A Amendment

TL;DR

Brag House Holdings filed an S-1/A amendment on 7/10/24. Public offering incoming.

AI Summary

Brag House Holdings, Inc. filed an S-1/A amendment on July 10, 2024, for its registration statement. The company, incorporated in Delaware, is in the amusement and recreation services sector. Its principal executive offices are located at 25 Pompton Avenue, Suite 101, Verona, NJ 07044.

Why It Matters

This filing indicates Brag House Holdings, Inc. is moving forward with its public offering plans, which could impact its market presence and investor base.

Risk Assessment

Risk Level: medium — As a company undergoing a registration process, there's inherent risk associated with its public offering and future performance.

Key Numbers

• 333-280282 — SEC File Number (Identifies the specific registration filing with the SEC.)
• 7990 — SIC Code (Indicates the company operates in Miscellaneous Amusement & Recreation Services.)

Key Players & Entities

• Brag House Holdings, Inc. (company) — Registrant
• July 10, 2024 (date) — Filing Date
• 333-280282 (registration_number) — SEC File Number
• Lavell Juan Malloy, II (person) — Chief Executive Officer
• 25 Pompton Avenue, Suite 101 Verona, NJ 07044 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — 0 shares of our common stock, par value $0.0001 per share (the “Common Stock&#x2
• $5.00 — for our Common Stock is expected to be $5.00 per share. Prior to the offering, ther
• $150,000 — accountable expense allowance equal to $150,000. In addition, we will issue to represen
• $736,000 — s and commissions payable by us will be $736,000, and the total proceeds to us, before e
• $8,464,000 — roceeds to us, before expenses, will be $8,464,000. Delivery of the shares of Common Stoc
• $667,000 — anies that have generated approximately $667,000 in revenue for us. We anticipate that f
• $1.8 billion — lobal esports revenue was approximately $1.8 billion in 2022. Our Competitive Strengths
• $367,000 — os. These B2B relationships contributed $367,000 in gross revenue in 2023. 3 Table of

Filing Documents

• ea0204930-02.htm (S-1/A) — 4586KB
• ea020493002ex3-2_braghouse.htm (EX-3.2) — 33KB
• ea020493002ex3-6_braghouse.htm (EX-3.6) — 201KB
• ea020493002ex5-1_braghouse.htm (EX-5.1) — 11KB
• ea020493002ex10-8_braghouse.htm (EX-10.8) — 73KB
• ea020493002ex10-9_braghouse.htm (EX-10.9) — 38KB
• ea020493002ex10-11_braghouse.htm (EX-10.11) — 128KB
• ea020493002ex10-12_braghouse.htm (EX-10.12) — 110KB
• ea020493002ex21-1_braghouse.htm (EX-21.1) — 4KB
• ea020493002ex23-1_braghouse.htm (EX-23.1) — 2KB
• ea020493002ex99-3_braghouse.htm (EX-99.3) — 2KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• tbrag_logo.jpg (GRAPHIC) — 48KB
• timage_001.jpg (GRAPHIC) — 681KB
• timage_002.jpg (GRAPHIC) — 1035KB
• timage_003.jpg (GRAPHIC) — 329KB
• timage_004.jpg (GRAPHIC) — 1278KB
• 0001213900-24-060509.txt ( ) — 9836KB

RISK FACTORS

RISK FACTORS   12 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS   36 INDUSTRY AND OTHER DATA   38

USE OF PROCEEDS

USE OF PROCEEDS   39 DIVIDEND POLICY   40 CAPITALIZATION   41

DILUTION

DILUTION   43 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   45

BUSINESS

BUSINESS   52 MANAGEMENT   67 EXECUTIVE AND DIRECTOR COMPENSATION   72 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   77 PRINCIPAL STOCKHOLDERS   78

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK   79 SHARES ELIGIBLE FOR FUTURE SALE   83 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK   85

UNDERWRITING

UNDERWRITING   90 LEGAL MATTERS   97 EXPERTS   97 WHERE YOU CAN FIND MORE INFORMATION   97 INDEX TO FINANCIAL STATEMENTS   F-1 Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of Common Stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Common Stock and the distribution of this prospectus outside the United States. FINANCIAL STATEMENT PRESENTATION The audited consolidated financial statements as of December 31, 2023 and 2022, and the unaudited condensed consolidated financial statements as of March 31, 2024 represent the operations of Brag House Holdings, Inc. ABOUT THIS PROSPECTUS Except where the context otherwise requires or where otherwise indicated throughout this registration statement, the

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