Brag House Holdings Files S-1/A Amendment

TL;DR

Brag House Holdings filed an S-1/A amendment, check for updates on their registration.

AI Summary

Brag House Holdings, Inc. filed an S-1/A amendment on February 4, 2025, for its registration statement (No. 333-280282). The company, incorporated in Delaware, operates in the amusement and recreation services sector. Its principal executive offices are located at 45 Park Street, Montclair, NJ 07042, with a contact phone number of (413) 398-2845.

Why It Matters

This filing indicates ongoing regulatory activity for Brag House Holdings, Inc., which could signal upcoming corporate actions or financial disclosures relevant to investors.

Risk Assessment

Risk Level: medium — S-1/A filings are typically related to capital raising or significant corporate changes, which inherently carry risk.

Key Numbers

• 333-280282 — SEC File Number (Identifies the specific registration statement being amended.)

Key Players & Entities

• Brag House Holdings, Inc. (company) — Registrant
• 333-280282 (registration_number) — SEC Registration Number
• February 4, 2025 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• 7990 (sic_code) — Standard Industrial Classification Code
• 45 Park Street, Montclair, NJ 07042 (address) — Principal Executive Offices
• (413) 398-2845 (phone_number) — Business Phone Number
• Lavell Juan Malloy, II (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $0.0001 — 0 shares of our common stock, par value $0.0001 per share (the “Common Stock&#x2
• $4.00 — for our Common Stock is expected to be $4.00 per share. Prior to the offering, ther
• $150,000 — accountable expense allowance equal to $150,000. In addition, we will issue to represen
• $496,800 — s and commissions payable by us will be $496,800, and the total proceeds to us, before e
• $5,713,200 — roceeds to us, before expenses, will be $5,713,200. Delivery of the shares of Common Stock
• $667,000 — anies that have generated approximately $667,000 in revenue for us. We anticipate that f
• $3,750,000 — sale up to an aggregate amount equal to $3,750,000, subject to certain other conditions, t
• $1,250,000 — sale up to an aggregate amount equal to $1,250,000, subject to certain other conditions, t

Filing Documents

• ea0204930-08.htm (S-1/A) — 5482KB
• ea020493008ex3-5_brag.htm (EX-3.5) — 8KB
• ea020493008ex5-1_brag.htm (EX-5.1) — 12KB
• ea020493008ex23-1_brag.htm (EX-23.1) — 3KB
• ea020493008ex-fee_brag.htm (EX-FILING FEES) — 20KB
• ex23-1_001.jpg (GRAPHIC) — 15KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• ex5-1_002.jpg (GRAPHIC) — 6KB
• tbarchart_001.jpg (GRAPHIC) — 302KB
• tbrag_logo.jpg (GRAPHIC) — 48KB
• timage_005.jpg (GRAPHIC) — 727KB
• 0001213900-25-009640.txt ( ) — 7046KB

RISK FACTORS

RISK FACTORS   14 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS   40 INDUSTRY AND OTHER DATA   42

USE OF PROCEEDS

USE OF PROCEEDS   43 DIVIDEND POLICY   44 CAPITALIZATION   45

DILUTION

DILUTION   47 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   49

BUSINESS

BUSINESS   56 MANAGEMENT   71 EXECUTIVE AND DIRECTOR COMPENSATION   76 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   81 PRINCIPAL STOCKHOLDERS   82

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK   83 SHARES ELIGIBLE FOR FUTURE SALE   87 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK   89

UNDERWRITING

UNDERWRITING   94 LEGAL MATTERS   102 EXPERTS   102 WHERE YOU CAN FIND MORE INFORMATION   102 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 September 30, 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 statemen

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View this S-1/A filing on SEC EDGAR