Brag House Holdings Inc 2025年季度报告

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Actof 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Inparticular, statements contained in this Quarterly Report on Form 10-Q, including but not limited to, statements regarding the results of operations and financial position, business strategy and plan prospects, or costs and objectives of management for futureacquisitions, are forward looking statements. These forward-looking statements relate to our future plans, objectives, expectations and intentions and may be identified by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “targets,”“projects,” “contemplates,” “believes,” “seeks,” “goals,” “estimates,” “predicts,” “potential” and “continue” or similar words. Readers Throughout this Quarterly Report on Form 10-Q, the terms “Brag House,” “we,” “us,” our,” “our company,” “Company” and “our Total Revenues$—$ Loan Extension FeesChange in Fair Value of Stock-Based Compensation Liability - Software Expense Foreign Currency Gain (Loss)Changes in operating assets and liabilities: Prepaid Expenses and Other Current AssetsOther Receivables Accounts Payable(673,495)Related Party Payable(21,420)Accrued Payroll(204,148) Accrued Interest(159,333)Share Payable181,434Other Current Liabilities) (220Net Cash Flows (Used In) Provided By Operating Activities$(1,767,013)$ FINANCING ACTIVITIESProceeds from Notes Payable$101,650$Repayment of Notes Payable(273,626) Proceeds from the Sale of Common Stock in IPO6,785,000Offering Costs Paid and Netted with IPO Proceeds(1,176,800)Offering Costs Paid(117,922)Net Cash Flows Provided By Financing Activities$5,195,802$ Cash paid for interest$376,374$NONCASH INVESTING AND FINANCING ACTIVITIESConversion of Convertible Debt and Accrued Interest into Common Stock$6,611,405$Issuance of Underwriter Warrants included as Offering Costs130,980Change in Stock-Based Compensation Liability Capitalized to Implementation Costs35,340Prepaid Expenses Reclassified to Issuance of Common Stock for Services - Software Expense62Prepaid Expenses Reclassified to Capitalized Implementation Costs63Issuance of Common Stock for Capitalized Implementation Costs124,937 Corporate HistoryBrag House Holdings, Inc. (“Brag House” or “BHHI” or the “Company”) was formed as a Delaware corporation on December3, Their principal offices are located at 45 Park Street, Montclair, NJ 07042.On June11, 2021, Brag House, Ltd. (“BHL”) was registered in the United Kingdom. Their principal offices are located at 7–9 Following the UK Reorganization, the board of directors of BHL determined that it was in the best interests of BHL and itsshareholders that an initial public offering (“IPO”) in the UnitedStates and concurrent listing on Nasdaq be pursued. To effect that effectiveness of the registration statement, on February8, 2022, the Company approved a reorganization, in which the shareholders ofBHL would exchange their ordinary shares and preference shares of BHL for a proportionate number of common and preferred shares in the Company on a 21to1 basis (“U.S.Reorganization”). Immediately following the U.S.Reorganization, BHL became the wholly-owned subsidiary of the Company, and BHI became the indirect wholly-owned subsidiary of the Company. Management anticipatesthat BHL will be wound down and dissolved as soon as reasonably practicable following the consummation of the IPO. consolidation of its issued and outstanding Common Stock and Series A Preferred Stock (the “Reverse Stock Split”). On October 11,2024, the Company filed the Third Certificate of Amendment to its Certificate of Incorporation to effect the Reverse Stock Split. TheConversion Price of Series A convertible preferred stock, par value $0.0001per share (the “Series A Preferred Stock”), will reflect theReverse Stock Split. All fractional shares created by the1for 2.43615exchange will be paid in cash. The resulting payment amount share prices and loss per share, presented in the Company’s financial statements and the accompanying Notes have been restated forthe Reverse Stock Split. On February 14, 2025, the Company received its notice of effectiveness from the U.S. Securities and Exchange Commission (“SEC”)and became a public company. On March 5, 2025, the Company entered into a material definitive agreement in the form of anunderwriting agreement with Kingswood Capital Partners, LLC (“Kingswood”) as representative of the underwriters named therein, On March 6, 2025, the Company’s shares began trading on Nasdaq under the symbol “TBH” and on March 7, 2025, the Company filed its prospectus with the SEC and completed its IPO.7 NOTE 1—NATURE OF THE ORGANIZATION AND BUSINESS(cont.)Pursuant to the underwriting agreement, as partial compensation for their services, the Company issued to the underwriters on the common sto