Brag House Holdings, Inc. 8-K

What Happened

• Brag House Holdings, Inc. (TBH) filed an 8-K on April 1, 2026 disclosing Amendment No. 3 (dated March 26, 2026) to the Merger Agreement originally dated October 12, 2025 (previously amended Nov. 26, 2025 and Feb. 2, 2026). Under the Merger Agreement, Brag House Merger Sub will merge into House of Doge Inc., with House of Doge surviving as a wholly owned subsidiary of Brag House.
• The Amendment allows House of Doge to extend and impose transfer restrictions on shares of Brag House common stock issued to former House of Doge stockholders (including holders of vested restricted stock units) after the Merger, directs the exchange agent to apply stop-transfer orders or restrictive legends, and ties resale limits for former RSU holders to prior-day trading volume. It also extends the date by which the parties can terminate the Merger Agreement to May 29, 2026.

Key Details

• Amendment No. 3 executed March 26, 2026; Merger Agreement originally dated October 12, 2025 (Amendments Nov. 26, 2025 & Feb. 2, 2026).
• Restrictive mechanics: extends holder transfer restrictions, imposes similar restrictions on vested RSU recipients, and limits transfers based on the Company’s trading volume the day before a transfer.
• Administrative step: Company will direct the exchange agent to place stop-transfer orders or restrictive legends on shares issued in the Merger.
• New termination outside date: May 29, 2026 (extended deadline to close the transaction).

Why It Matters

• These amendments can limit the immediate resale ability of shares issued to former House of Doge stockholders and RSU holders, which may reduce the near-term available float and affect share liquidity after the Merger closes.
• Extending the termination date gives the parties more time to complete the Merger but also extends deal uncertainty for investors until May 29, 2026.
• Investors should watch future disclosures for the Merger closing, any further amendments, and how the trading-volume-based transfer limits are implemented, since those details affect when and how former House of Doge holders can sell their shares.