Announcement • Jul 01
House of Doge Inc. completed the acquisition of Brag House Holdings, Inc (NasdaqCM:TBH) from AKAA Family LLLP and other shareholders.
House of Doge Inc. entered into a definitive agreement to acquire Brag House Holdings, Inc (NasdaqCM:TBH) from AKAA Family LLLP and other shareholders in a reverse merger transaction for $1.6 billion on October 12, 2025. Upon closing of the merger, Brag House is expected to issue approximately 594,000,000 shares of common stock, along with certain other securities convertible into approximately 69,250,176. The majority of new shares will be issued to current common stockholders of House of Doge. As a result, House of Doge will become the majority shareholder of Brag House. Brag House’s current shareholders will retain ownership of the remaining equity. Following the Merger, Brag House’s common stock shall continue to be listed on The Nasdaq Stock Market LLC (“ Nasdaq ”) and Brag House will be renamed “House of Doge Inc.” In case of termination Brag House will pay and receive a fee of $9 million.
Marco Margiotta will be appointed as Chief Executive Officer of the combined entity and a Board of Directors to be composed primarily of House of Doge appointees. Additionally, the Board of Directors of the combined entity will be comprised of seven directors, six of whom will be appointed by House of Doge. Lavell Juan Malloy II will continue to serve as a member of the Board of Directors and will remain active in leadership. Charles Park, the Company’s Chief Financial Officer, will be the Chief Financial Officer of Purchaser, and Mark Lau, the Company’s Chief Legal Officer, will be the Secretary of Purchase. Following the closing of the merger, Brag House will continue to operate as an autonomous vertical.
The proposed merger was subject to approval by Brag House and House of Doge Boards of Directors, customary closing conditions, registration statement effectiveness, listing of shares on Nasdaq, all governmental approvals, the approval of Brag House and House of Doge shareholders. The transaction has been unanimously approved by Brag House and House of Doge Boards of Directors. Completion of the proposed transaction during the second quarter of 2026. On February 5, 2026, the Company’s registration statement for the Merger was declared effective by the SEC. As of April 7, 2026, Brag House shareholders approved the proposed merger. On May 11, 2026, Brag House Holdings and House of Doge executed Amendment No. 4 to the Merger Agreement, extending the outside termination date to June 30, 2026, after which either party could terminate the agreement if the merger had not yet been consummated.
Joseph Lucosky and Victoria Baylin of Lucosky Brookman LLP are serving as legal advisor to Brag House. Keith J. Billotti of Seward & Kissel LLP is serving as legal advisor to House of Doge. Vstock Transfer, LLC acted as transfer agent to Brag House. Newbridge Securities Corporation acted as financial advisor and fairness opinion provider to Brag House and will receive fee of $0.075 million for opinion rendered and $0.05 million for advisory services. Alliance Advisors, LLC acted as proxy solicitor to Brag House Holdings, Inc and will receive a fee of $0.06547 million.
House of Doge Inc. completed the acquisition of Brag House Holdings, Inc (NasdaqCM:TBH) from AKAA Family LLLP and other shareholders on June 30, 2026. In connection with the closing, the combined company was renamed House of Doge Inc., and its common stock will begin trading on the Nasdaq under the new ticker symbol "HODO" as of July 1, 2026. Following the closing, House of Doge Inc. has approximately 75.9 million shares outstanding.
Marco Margiotta will continue to lead the combined company as Chief Executive Officer.
