Brag House Holdings Files S-1 for Public Offering

TL;DR

Brag House Holdings just filed an S-1, looks like they're going public.

AI Summary

Brag House Holdings, Inc. filed an S-1 registration statement with the SEC on June 17, 2024, for an unspecified number of shares. The company, incorporated in Delaware, operates in the miscellaneous amusement and recreation services sector. Its principal executive offices are located at 25 Pompton Avenue, Suite 101, Verona, NJ 07044, with a business phone number of (413) 398-2845.

Why It Matters

This S-1 filing indicates Brag House Holdings, Inc. is preparing to offer its securities to the public, which could lead to increased liquidity and investment opportunities.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company seeking to go public, which inherently carries risks associated with new public offerings and early-stage companies.

Key Numbers

• 333-280282 — SEC File Number (Identifies the specific SEC registration)
• 0001903595 — Central Index Key (Unique identifier for the filer)

Key Players & Entities

• Brag House Holdings, Inc. (company) — Registrant
• SEC (company) — Regulatory body
• June 17, 2024 (date) — Filing date
• Delaware (location) — State of incorporation
• 7990 (other) — Standard Industrial Classification Code
• 25 Pompton Avenue, Suite 101 Verona, NJ 07044 (location) — Principal executive offices address
• (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
• $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. We will cont

Filing Documents

• ea0204930-01.htm (S-1) — 4580KB
• ea020493001ex1-1_brag.htm (EX-1.1) — 341KB
• ea020493001ex3-1_brag.htm (EX-3.1) — 22KB
• ea020493001ex3-2_brag.htm (EX-3.2) — 19KB
• ea020493001ex3-3_brag.htm (EX-3.3) — 8KB
• ea020493001ex3-4_brag.htm (EX-3.4) — 176KB
• ea020493001ex10-1_brag.htm (EX-10.1) — 15KB
• ea020493001ex10-2_brag.htm (EX-10.2) — 157KB
• ea020493001ex10-3_brag.htm (EX-10.3) — 105KB
• ea020493001ex10-4_brag.htm (EX-10.4) — 9KB
• ea020493001ex10-5_brag.htm (EX-10.5) — 175KB
• ea020493001ex10-6_brag.htm (EX-10.6) — 112KB
• ea020493001ex10-7_brag.htm (EX-10.7) — 137KB
• ea020493001ex10-10_brag.htm (EX-10.10) — 89KB
• ea020493001ex23-1_brag.htm (EX-23.1) — 2KB
• ea020493001ex99-1_brag.htm (EX-99.1) — 2KB
• ea020493001ex99-2_brag.htm (EX-99.2) — 2KB
• ea020493001ex99-3_brag.htm (EX-99.3) — 3KB
• ea020493001ex99-4_brag.htm (EX-99.4) — 2KB
• ea020493001ex-fee_brag.htm (EX-FILING FEES) — 17KB
• ex3-1_001.jpg (GRAPHIC) — 4KB
• ex3-2_001.jpg (GRAPHIC) — 5KB
• ex10-1_001.jpg (GRAPHIC) — 2KB
• ex10-5_001.jpg (GRAPHIC) — 6KB
• ex10-5_002.jpg (GRAPHIC) — 3KB
• tbrag_logo.jpg (GRAPHIC) — 48KB
• timage_001.jpg (GRAPHIC) — 680KB
• timage_002.jpg (GRAPHIC) — 1035KB
• timage_003.jpg (GRAPHIC) — 329KB
• timage_004.jpg (GRAPHIC) — 1278KB
• 0001213900-24-053492.txt ( ) — 10645KB

RISK FACTORS

RISK FACTORS   11 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS   35 INDUSTRY AND OTHER DATA   37

USE OF PROCEEDS

USE OF PROCEEDS   38 DIVIDEND POLICY   39 CAPITALIZATION   40

DILUTION

DILUTION   42 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   44

BUSINESS

BUSINESS   51 MANAGEMENT   66 EXECUTIVE AND DIRECTOR COMPENSATION   71 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   75 PRINCIPAL STOCKHOLDERS   76

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK   77 SHARES ELIGIBLE FOR FUTURE SALE   81 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK   83

UNDERWRITING

UNDERWRITING   88 LEGAL MATTERS   95 EXPERTS   95 WHERE YOU CAN FIND MORE INFORMATION   95 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

View Full Filing

View this S-1 filing on SEC EDGAR