8-K: Brag House Holdings Invests $4M in CleanCore's Crypto Treasury Push

Sentiment:

Current Report 8 September 2025 5:31 PM

📋All filings for Brag House Holdings, INC

Brag House Holdings, Inc. has strategically invested $4 million in CleanCore Solutions, Inc. through pre-funded warrants, supporting CleanCore's new digital asset treasury operations.

Delay expectedCleanCore is subject to liquidated damages of $1,000 per day if the initial Registration Statement is not filed by the Filing Date (20 calendar days after the Closing Date).Liquidated damages of $1,000 per day apply if CleanCore fails to request acceleration of the Registration Statement within five trading days of SEC notification of no review.CleanCore faces $1,000 per day in liquidated damages if it fails to respond to SEC comments or file pre-effective amendments within ten calendar days.Liquidated damages of $1,000 per day are incurred if the Registration Statement is not declared effective by the Effectiveness Date (30 or 90 calendar days after Filing Date).If the Registration Statement ceases to be continuously effective for more than ten consecutive or fifteen aggregate calendar days, CleanCore must pay $1,000 per day.CleanCore is subject to $1,000 per day in liquidated damages (increasing to $20 per day after 5 days) if it fails to deliver Warrant Shares by the Warrant Share Delivery Date.If the Authorization Amendment (to increase authorized shares) is not effective within 30 days following the Warrant Issue Date, CleanCore must pay $1,000 per day in liquidated damages.

Capital raiseBrag House Holdings, Inc. purchased $4,000,000 in pre-funded warrants from CleanCore Solutions, Inc. as part of CleanCore's private offering.CleanCore's private offering also included a $10,000,000 investment from House of Doge Inc. (HoD), comprising cash and Dogecoin.

Summary

Brag House Holdings, Inc. (the Company) entered into a securities purchase agreement with CleanCore Solutions, Inc. (CleanCore) on September 2, 2025.
The Company purchased 4,000,000 pre-funded warrants to acquire CleanCore's class B common stock for a total cash purchase price of $4,000,000, at $1.00 per warrant.
The pre-funded warrants have a nominal exercise price of $0.0001 per share and include a cashless exercise provision.
Exercise of the warrants is contingent upon CleanCore filing an amendment to its articles of incorporation to increase authorized shares and receiving stockholder approval for the issuance of all shares underlying the warrants.
Until stockholder approval, the aggregate number of shares issuable upon exercise is capped at 19.99% of CleanCore's outstanding class B common stock prior to the offering, or 2,773,858 shares (the Exchange Cap).
In connection with the purchase, Brag House and CleanCore also entered into a registration rights agreement, obligating CleanCore to file a registration statement for the resale of the underlying shares within 20 calendar days of the offering's closing (September 5, 2025).
CleanCore's private offering, in which Brag House participated, accepted consideration in cash, Dogecoin, Bitcoin, Ethereum, USDC, or USDT.
CleanCore intends to use the net proceeds from the offering as follows: up to $1,100,000 to pay off outstanding indebtedness, $4,400,000 for working capital and general corporate purposes, and the balance to acquire Dogecoin.
House of Doge Inc. (HoD) is a significant investor in CleanCore's offering, contributing $10,000,000 in cash and Dogecoin, and will designate two individuals to CleanCore's Board of Directors and two to its management team.

Sentiment

Score: 7

Explanation: A significant strategic investment with potential upside in the digital asset space, but also subject to execution risks and regulatory uncertainties related to CleanCore's new direction and the contingent nature of warrant exercise.

Positives

Brag House Holdings made a strategic investment in CleanCore Solutions, Inc., potentially diversifying its portfolio into the digital asset space.
The investment is structured through pre-funded warrants, which typically offer a lower upfront cost and a fixed exercise price, providing a defined entry point.
Brag House secured registration rights for the underlying CleanCore shares, which should facilitate future liquidity for its investment.
CleanCore agreed to indemnify Brag House against certain liabilities, including those under the Securities Act of 1933.
CleanCore's plan to acquire Dogecoin for its treasury aligns with a growing trend of corporate adoption of digital assets, potentially offering exposure to this market segment.

Negatives

The exercise of the pre-funded warrants is subject to CleanCore increasing its authorized shares and obtaining stockholder approval, introducing a contingency to the investment.
An 'Exchange Cap' limits the immediate exercise of warrants to 19.99% of CleanCore's outstanding Class B common stock until full stockholder approval is obtained, restricting immediate full liquidity.
CleanCore is subject to liquidated damages if it fails to meet deadlines for filing or achieving effectiveness of the registration statement, or for maintaining public information requirements, indicating potential for delays and non-compliance.
The investment is part of a private offering, which inherently carries less transparency and liquidity compared to public market transactions.
The filing mentions potential dilution of Brag House's outstanding common stock from future offerings, though this is a general statement and not directly tied to this specific investment.

Risks

Regulatory Risk: CleanCore's ability to issue shares upon warrant exercise is contingent on increasing authorized shares and obtaining stockholder approval, and compliance with SEC rules (e.g., Rule 144, registration statement effectiveness).
Market Risk: The value of the investment in CleanCore shares is subject to market fluctuations, particularly given CleanCore's new digital asset treasury strategy.
Operational Risk (CleanCore): CleanCore's ability to maintain current public information requirements under Rule 144(c) and timely file registration statements is crucial for Brag House's liquidity.
Liquidity Risk: Restrictions on the resale of warrants and underlying shares will exist until a registration statement is effective or Rule 144 conditions are met.
Dilution Risk: The issuance of CleanCore shares upon exercise of warrants could dilute existing CleanCore shareholders. Brag House's own stock could be diluted by future capital raises.
Investment Company Status Risk: CleanCore's representation that Dogecoin is a commodity and not a security, and that it is not an investment company, is critical. A change in this characterization could have significant regulatory implications.
Integration Risk: There is a risk that this offering could be integrated with prior or ensuing offerings, potentially requiring registration under the Securities Act.

Future Outlook

CleanCore Solutions, Inc. plans to use a significant portion of the offering proceeds to acquire Dogecoin and establish a cryptocurrency treasury operation. This indicates a strategic shift or expansion into digital assets, which Brag House Holdings, Inc.'s investment supports.

Industry Context

Brag House Holdings' investment in CleanCore Solutions, Inc., particularly CleanCore's stated intent to acquire Dogecoin for its treasury, reflects a broader industry trend of companies exploring digital assets for treasury management, strategic investments, or operational integration. This move positions CleanCore, and by extension Brag House, within the evolving landscape of corporate engagement with cryptocurrencies, a sector characterized by high growth potential but also significant volatility and regulatory uncertainty.

Legal Proceedings

The Company (Brag House Holdings, Inc.) represents that there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or threatened against it or its subsidiaries that could result in a Material Adverse Effect, except as set forth in Schedule 3.1(j) (not provided).
CleanCore Solutions, Inc. has agreed to indemnify Brag House Holdings, Inc. against certain liabilities, including those under the Securities Act of 1933, as amended.

Related Party Transactions

House of Doge Inc. (HoD) is a significant investor in CleanCore's private offering, contributing $10,000,000 in cash and Dogecoin.
HoD and CleanCore also entered into a Strategic Advisor Agreement and a Treasury Management Agreement.
HoD has the right to designate two individuals (Alexander Benjamin Spiro and Timothy Stebbing) to CleanCore's Board of Directors and two individuals (Marco Margiatto and a finance executive) to CleanCore's management team.

Stakeholder Impact

Shareholders of Brag House Holdings, Inc. may see potential value creation from the strategic investment in CleanCore, but also face risks associated with the investment's contingencies and CleanCore's new strategic direction.
Shareholders of CleanCore Solutions, Inc. will experience dilution from the issuance of shares upon warrant exercise, but benefit from new capital and a strategic pivot towards digital asset treasury operations.
Employees of CleanCore Solutions, Inc. will be impacted by changes in management and the company's new strategic focus on digital assets.

Next Steps

CleanCore Solutions, Inc. must file an amendment to its articles of incorporation to increase the number of authorized shares of class B common stock.
CleanCore must obtain stockholder approval for the issuance of all shares underlying the warrants.
CleanCore is obligated to file a registration statement on Form S-3 (or equivalent) with the SEC within 20 calendar days of the offering's closing (September 5, 2025) to register the resale of the shares underlying the warrants.
CleanCore will use the net proceeds from the offering to pay off outstanding indebtedness, fund working capital, and acquire Dogecoin for its treasury operations.
Brag House Holdings, Inc. will be able to exercise its pre-funded warrants once CleanCore meets the conditions for share authorization and stockholder approval.

Key Dates

Date	Description
2025-09-01	Securities Purchase Agreement and Registration Rights Agreement dated.
2025-09-02	Date of earliest event reported; Brag House Holdings, Inc. entered into the Cash Purchase Agreement with CleanCore Solutions, Inc. CleanCore to file Second Definitive Information Statement.
2025-09-05	CleanCore's private offering closed; Pre-Funded Warrants issued. CleanCore to mail Second Definitive Information Statement to stockholders.
2025-09-08	Date of 8-K report signature by Brag House Holdings, Inc.
2025-09-25	Filing Date for Registration Statement (20 calendar days after Closing Date of Sept 5, 2025).
2025-09-26	Deadline for CleanCore to file Authorization Amendment (21 days after mailing of First Definitive Information Statement).
2025-10-25	Effectiveness Date for Registration Statement (30 calendar days following Filing Date, assuming no full SEC review).
2025-12-04	End of 90-day period from Pre-Funded Warrant issue date, after which Brag House has a 15-business day redemption right if Authorization Amendment is not effective.
2026-03-02	Six-month anniversary of the Cash Purchase Agreement date, after which Public Information Failure penalties begin if CleanCore fails to satisfy Rule 144(c) requirements.

Recommendation

hold

This filing details a strategic investment by Brag House Holdings into CleanCore Solutions, Inc., which is pivoting towards a digital asset treasury strategy. While the $4 million investment is substantial and positions Brag House to benefit from CleanCore's potential growth in the crypto space, the immediate impact on Brag House's core business and overall financial health requires further analysis. The investment is in pre-funded warrants, with exercise contingent on CleanCore's internal actions and shareholder approvals, introducing execution risk. The long-term success hinges on CleanCore's ability to execute its new strategy and the performance of digital assets like Dogecoin. Therefore, a 'hold' recommendation is appropriate for a seasoned investor to allow for further evaluation of the strategic alignment, execution, and market performance of CleanCore's new direction, and its ultimate contribution to Brag House's value.

Keywords

Brag House Holdings, CleanCore Solutions, pre-funded warrants, Dogecoin, cryptocurrency treasury, strategic investment, SEC 8-K, corporate governance, registration rights, capital raise, digital assets

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