Brag House Holdings, Inc. Files Form 8-K Announcing Amendment No. 3 to Merger Agreement with House of Doge Inc

Brag House Holdings, Inc. Announces Key Amendments to Merger Agreement and New Share Lock-Up Restrictions

Montclair, NJ – Brag House Holdings, Inc. (“Brag House” or the “Company”), trading under the symbol TBH on the NASDAQ, has filed a significant Form 8-K current report with the U.S. Securities and Exchange Commission, dated March 26, 2026. This filing highlights critical changes to the company’s merger arrangements, including new lock-up restrictions on share transfers for certain shareholder groups and amendments to key merger agreement dates. These developments are essential for shareholders and may have a material impact on the Company’s share price.

Key Highlights from the Report

Entry into a Material Definitive Agreement: Brag House has entered into amendments to its merger documentation, specifically affecting the terms under which stockholders can transfer or sell their shares post-merger.
Lock-Up Restrictions for Shareholders: New, detailed transfer restrictions will apply to shares distributed to Company Group A and Group B Stockholders, as well as to holders of vested RSUs (Restricted Stock Units).
Extension of Merger Agreement Termination Date: The deadline for the merger agreement has been extended from April 30, 2026, to May 29, 2026.

Details of Lock-Up Restrictions

The report outlines the following new restrictions on the transfer of Brag House shares to be issued in connection with the merger:

Company Group A Stockholders

At the Effective Time of the merger, 66.67% of their new shares will be restricted from transfer or sale.
90 days post-Effective Time, 33.34% of shares remain restricted.
After 180 days, all shares are freely transferable.

Company Group B Stockholders

At the Effective Time, 70% of their shares are restricted.
90 days after the Effective Time, 40% remain restricted.
After 180 days, restrictions are lifted completely.

Additional Tiered Restrictions

There are further restrictions for shares issued to Group A and Group B stockholders, particularly those arising from the conversion of Class C Preferred Stock:

For Group A: 80% locked at Effective Time, 47% locked after 90 days, 14% after 180 days, and 0% after 270 days.
For Group B: Similar tiered restrictions, with complete freedom after 270 days.

RSU Holders

All RSU holders who receive shares at the merger closing cannot sell any shares for 90 days following the Effective Time.
After 90 days, they may only sell up to 5% of the total trading volume on the exchange per day, unless the transfer is required by law (e.g., divorce, will, inheritance).

Implementation and Enforcement

Brag House will coordinate with the Exchange Agent to implement these restrictions:

Stop transfer orders will be placed on book-entries and restrictive legends on physical share certificates, effective for the 90, 180, and 270-day lock-up periods.

Amendment to Merger Agreement Timeline

The termination date of the merger agreement has been extended from April 30, 2026, to May 29, 2026, giving the company and its merger counterparties additional time to close the transaction.

Emerging Growth Company Status

Brag House is classified as an Emerging Growth Company under SEC rules, entitling it to certain reduced reporting and compliance obligations.
The company has not elected to use the extended transition period for adopting new or revised accounting standards, meaning it will comply with new standards as they are adopted for public companies.

Potential Impact for Investors

Share Price Volatility: These new restrictions could affect the liquidity and trading dynamics of TBH shares, especially as large blocks of shares become eligible for trading post-lock-up.
Merger Confidence: The extension of the merger agreement’s deadline signals ongoing negotiation or procedural needs, but also a continued commitment to closing the deal.
Transparency and Governance: The imposition of these lock-up periods and disclosures reflect the company’s intent to ensure an orderly market and could be seen as a positive for long-term value preservation.

Key Management Signatures

The filing and amendments are authorized and signed by CEO Lavell Juan Malloy, II for Brag House Holdings, Inc., and Daniel Leibovich, President of Brag House Merger Sub, Inc.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filing and consult with their financial advisors before making investment decisions. The information herein is based on public disclosures and may be subject to further updates or amendments by the company or regulatory authorities.