Brag House Holdings, Inc. (NASDAQ: TBH) filed a Form S‑4 registration statement with the U.S. Securities and Exchange Commission on December 4 2025 to pursue a reverse takeover of House of Doge, the commercial arm of the Dogecoin Foundation. A fairness opinion from Newbridge Securities values the transaction at roughly $1.09 billion and outlines an equity issuance of about 663 million TBH common shares, including shares issuable upon conversion of Class C preferred stock.
The deal structure gives House of Doge shareholders a controlling stake in the combined company, with an expected ownership of 92.8 % of TBH’s outstanding common shares. Existing TBH shareholders will be diluted to roughly 7.2 % of the post‑merger entity, a dramatic shift that underscores the reverse‑takeover nature of the transaction and the urgency of the deal for TBH’s survival.
Brag House’s financial position has been precarious. Its Q3 2025 10‑Q reported minimal revenue and a net loss, and the company disclosed substantial doubt about its ability to continue as a going concern. A Nasdaq notice of non‑compliance was issued for a delayed filing, further highlighting the company’s liquidity challenges. The merger is therefore seen as a lifeline that could provide the capital and strategic resources needed to stabilize the business.
Strategically, the combination seeks to fuse Brag House’s Gen Z‑focused engagement platform with House of Doge’s payment and treasury capabilities. By embedding Dogecoin infrastructure into a platform that already reaches a digitally fluent audience, the parties aim to accelerate mainstream adoption of the cryptocurrency and create a comprehensive ecosystem for asset management, treasury solutions, and payment infrastructure for the next generation.
The transaction’s implications extend beyond ownership. As a reverse takeover, the deal places control in the hands of House of Doge’s shareholders, potentially altering the company’s strategic direction and governance. The substantial dilution of existing TBH shareholders raises concerns about shareholder value, while the $1.09 billion valuation reflects a sum‑of‑the‑parts analysis that balances Brag House’s weak financials against the growth potential of the Dogecoin ecosystem.
CEO Lavell Juan Malloy II said the merger would “create a comprehensive platform across asset management, treasury solutions, and payment infrastructure for the next generation.” He added that the partnership would “unlock a multi‑billion‑dollar avenue to mainstream digital currency acceptance and shareholder value creation,” signaling confidence that the combined entity can overcome Brag House’s current financial headwinds and capitalize on the growing demand for crypto‑enabled commerce.
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