NASDAQ: HODO

If the Company is not in compliance with the Minimum
Bid Requirement by July 6, 2026, the Company may be afforded a second 180 calendar day compliance period. To qualify for this additional
compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and
all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price requirement.

The Company intends to actively monitor the closing
bid price of the Common Stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. However, there
can be no assurance that the Company will regain compliance with the Minimum Bid Requirement during the 180 day compliance period, secure
a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements. If the Company does
not regain compliance within the allotted compliance period, including any extensions that Nasdaq grants, Nasdaq will provide notice that
the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

As of the date of this Annual Report, the deficiency
has not been cured.

1

The Merger Agreement

On October 12, 2025, the Company entered into
a Merger Agreement (as amended, the “Merger Agreement”), by and among the Company, Brag House Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (“Merger Sub”) and House of Doge Inc., a Texas corporation (“House
of Doge”). Upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, Merger Sub will merge
(the “Merger”) with and into House of Doge, resulting in House of Doge as the surviving corporation of the Merger and a direct,
wholly owned subsidiary of the Company. In connection with the consummation of the Merger, the Company will be renamed “House of
Doge Inc.” The Merger Agreement provides that the Company’s current officers will continue their function as senior management
personnel of the Company in roles, functions and other management capacities with respect to the Company’s businesses and operations
(the “Brag House Legacy Business”) prior to the closing (the “Closing”) of the transactions contemplated by the
Merger Agreement (the “Transactions”), which House of Doge agreed will operate or continue to operate as a division or out
of a subsidiary of House of Doge after the Closing. We expect, however, that the Brag House Legacy Business will continue to operate out
of the Company’s existing Brag House, Inc. subsidiary, and that the Company’s current Chief Executive Officer, Lavell Juan
Malloy, II, will continue to serve as Chief Executive Officer of such subsidiary.

In exchange for House of Doge’s outstanding
shares of common stock (the “House of Doge Common Stock”) and restricted stock units, the Company will issue shares of its
common stock (the “Brag House Common Stock”) and a new class of preferred stock (that will be convertible into shares of common
stock) and restricted stock units constituting an aggregate of approximately 663,250,176 shares of its common stock, on a fully diluted
basis, to holders of House of Doge’s shares of common stock and restricted stock units, provided that any shares of common stock
that House of Doge issues to non-affiliates in arms-length commercial business transactions it negotiates in good faith in the ordinary
course of business prior to the effective time of the Merger (the “Effective Time”) will also be exchanged in the Merger and,
therefore, cause the number of shares of common stock that the Company issues in the Merger to proportionately increase. House of Doge
will also issue 9,000,000 shares of its common stock to Lavell Juan Malloy, II, the Company’s Chief Executive Officer, and certain
other individuals or representatives of the Company to be identified by the Company prior to the Closing. Upon consummation of the Merger,
House of Doge will become the majority shareholder of the Company. Following the Merger, the Company’s common stock shall continue
to be listed on Nasdaq. The Merger is subject to customary closing conditions, including regulatory approvals, filing of required registration
statements, shareholder consent, and completion of due diligence.

On November 26, 2025, the Company entered into amendment No. 1 to the
Merger Agreement. On February 2, 2026 entered into amendment No. 2 to the Merger Agreement and on March 26, 2026 entered into amendment
No. 3 to modify certain provisions of the Merger Agreement, including the extension of the termination date of the agreement to May 29,
2026.

As of the date of this Annual Report, the Merger had not yet closed.
The Company expects the Merger to be finalized by May 29, 2026, pending satisfaction of all closing conditions.

Cash Purchase Agreement with CleanCore Solutions

On September 2, 2025, the Company entered into
a securities purchase agreement with CleanCore Solutions, Inc. (“CleanCore”), pursuant to which the Company purchased pre-funded
warrants to purchase 4,000,000 shares of CleanCore’s class B common stock (the “CleanCore Pre-Funded Warrants”) for
a purchase price of $1.00 in cash per CleanCore Pre-Funded Warrant for a total purchase price of $4,000,000 in cash. The Company participated
in CleanCore’s private offering of pre-funded warrants issued in exchange for consideration of cash, Dogecoin, Bitcoin, Ethereum,
USDC, or USDT. The pre-funded warrants were exercised on November 10, 2025 and the Company owns 4,000,000 shares of CleanCore’s
class B common stock as of December 31, 2025.

July 2025 PIPE Offering

On July 24, 2025, the Company entered into a Securities
Purchase Agreement with 12 accredited investors for a private investment in public equity (the “July 2025 PIPE Offering”)
of 15,000 shares of its Series B preferred stock, convertible into an aggregate of 15,923,567 shares of Brag House Common Stock at a conversion
price of $0.942 per share of Series B preferred stock, and an aggregate of 15,923,567 warrants (the “PIPE Warrants”) to acquire
up to 15,923,567 shares of Brag House Common Stock. The purchase price of the securities was $1,000 per share of Series B preferred stock
and accompanying 1,061.5711 PIPE Warrants to acquire up to 1,061.5711 shares of Brag House Common Stock, subject to beneficial ownership
limitations. The PIPE Warrants were exercisable immediately upon issuance at an exercise price of $0.817 per share and will expire five
years from the date of issuance. During the year ended December 31, 2025, holders of the Series B Preferred Stock converted a total of
6,902 shares into 7,327,245 shares of Common Stock. Further, during this period, a total of 2,099,257 PIPE Warrants were exercised at
$0.817 per warrant for total proceeds of $1,715,092.

2

The July 2025 PIPE Offering closed on July 30,
2025, with aggregate gross proceeds totaling $15 million, before placement agent fees and other expenses that were directly deducted from
the proceeds totaling $1,321,205. In addition to the fees directly deducted from the proceeds, the Company incurred an additional fee
of $635,000 and other fees totaling $8,500 for total offering costs of $1,964,705. The Company intends to use the proceeds from the July
2025 PIPE Offering for general corporate and working capital purposes.

Business Overview

Brag House is a mission-driven organization that
utilizes a diversified business strategy to operate a media-tech platform designed for casual college gamers to drive community-driven
gaming experiences anchored in the college sports culture, while creating authentic pathways for brands to connect with our Gen Z audience.
We view our platform as a media-tech engine intended to revolutionize advertising for the Gen Z demographic. According to PricewaterhouseCoopers
(“PWC”), digital formats are expected to account for 80% of overall global advertising revenue in 2029 (up from 72% in 2024),
with new technologies including AI and hyper-personalization expected to drive this growth. We believe Brag House is positioned to capture
this demand by utilizing data insights to offer brands high-value, personalized access to our community.

Brag House is a Delaware corporation formed in
December 2021. Our founders developed the idea for the Brag House platform in 2018, when our Chief Executive Officer, Lavell Juan Malloy,
II, and our Chief Operating Officer, Daniel Leibovich, recognized a need in the gaming industry for a gaming platform focused specifically
on the casual college gamer, and formed our indirect wholly-owned subsidiary, Brag House, Inc. At that time, our co-founders believed
that a significant amount of industry resources were focused predominantly on competitive and professional gamers, much to the detriment
of casual gamers, generally, and casual college gamers, specifically. In the years ensuing, we have maintained our focus on the casual
college gaming segment and believe we are developing a first-of-its-kind digital platform for casual college gamers to compete, support
their team, banter in a safe environment and win prizes. Our vertically integrated approach combines gamer recruitment, facilitation of
community engagement and content creation, live-stream production and tournament host activities.

We believe that we are creating a new sports entertainment
medium for Gen Z to engage through gaming by merging gameplay with school spirit in Brag House and student-led activations and tournaments
tied to college rivalries with Brag House features and capabilities such as our Bragging Functionality, Loyalty Tokens reward system,
and brand-sponsored content and prizes. The growth of our platform since our inception is encouraging, and we believe we are strongly
positioned to capitalize on a large portion of the available gaming market. We experienced strong community growth since we launched through
March 2, 2026, reaching nearly 1,400,000 video views of our Brag House Content on video platforms including X (formerly known as Twitter),
TikTok, Meta, Twitch and YouTube. From inception through March 2, 2026, the Company’s video views increased by 131%
year-over-year. We have also generated nearly 9.0 million impressions and video views since inception through March 2, 2026. From 2020
through 2025, the Company’s impressions increased by 46% year-over-year. The Company expects that its video views and impressions
will continue to grow in 2026, potentially at a rate comparable to or exceeding prior years; however, actual results could differ materially
from these expectations. Additionally, since 2022, Brag House spectators who viewed live streams remained on the platform for 19 minutes
per live stream across over 300,000 live views, which represents nearly a 1.75X increase compared to the industry benchmark of 11 minutes.
We believe that our digital properties, including our website, provide an authentic and differentiated channel for advertisers to access
the Gen Z demographic at scale. We believe that this differentiation stems from our platform’s design as a media-tech engine built
for active engagement, not just passive consumption. Furthermore, we believe that live, in-person activations are a critical source of
connection that augments our core digital experience. These live events, such as on-campus tournaments and activations tied to major college
rivalries, allow us to bring our digital community together physically. We believe that this “digital-plus-physical” dynamic,
coupled with our personalized experiential framework, offers an authentic and differentiated channel for advertisers, making the otherwise
elusive Gen Z and Millennial demographic accessible at scale through multiple touchpoints.

3

We are focused on creating an organic and inclusive
community that facilitates personalized experiences. We believe that our experiential framework offers a more authentic and differentiated
channel for advertisers to utilize, making the otherwise elusive demographic of gamers and streamers accessible at scale to ourselves
and our partners. We do this by offering brand sponsors and advertisers an exclusive marketing channel to reach Gen Z and Millennial gamers
and creators, while offering players ways to access exclusive tournaments and programming.

In May 2025, we launched the first activation
under our strategic partnership with Learfield Communications, LLC (“Learfield”). This activation was for students and alumni
of the University of Florida, one of Learfield’s media rights properties.

In July 2025, we executed the second activation
under our strategic partnership with Learfield, expanding on the success of our initial May 2025 event. This activation was conducted
virtually and designed to engage students and alumni through a digital tournament centered around EA College Football 26, following the
game’s national release. The event incorporated university-branded content and featured participation from student-athletes, further
aligning with our Name, Image, and Likeness (NIL) engagement strategy.

We believe these activations demonstrated our
ability to scale digital experiences across collegiate communities on our platform at the intersection of gaming and college sports, as
well as through universities’ assets with pricing and value delivery defined through a structured commercial model, all of which
reinforces our commercial model for integrating sponsorship, branded content and messaging, and fan engagement.

We further believe that this partnership positions
us to scale across Learfield’s college network of nearly 200 universities and gain access to their media rights and assets that
will enable both physical and digital activations and drive sponsorship revenue and brand engagement opportunities, while giving us access
to extensive datasets across diverse college campuses as we evolve into a scalable data insights revenue model tailored to college-aged
Gen Z gamers.

Additionally, we are advancing a data monetization
strategy. The goal is to develop a proprietary machine learning-based software-as-a-service (“SaaS”) platform designed to
offer anonymized predictive data insights into Gen Z behavior for brand clients to create enhanced, personalized and effective marketing
campaigns, which will validate our marketing and data strategy for reaching college-aged Gen Z gamers. We began development of this platform
in March 2025 and expect to have a beta version ready by the third quarter of 2026.

4

Our Mission and Approach

Our mission is to empower individuals to interact
and to facilitate an organic and inclusive community in which casual gamers, streamers, fans and friends can compete, enjoy friendly bragging
(i.e., banter) in a safe environment, support their players and teams and win prizes. In order to accomplish our mission, we are focused
on creating exciting gamified and personalized experiences for our users. We accomplish this through our vertically integrated Brag House
Platform that incorporates features for social media interaction, live streaming and gamification through both web and mobile offerings
to provide gamers, streamers and their friends the opportunity to celebrate their love of gaming and competition.

We leverage existing college sports rivalries
by hosting tournaments with a top-tier production experience, including game commentary, in-game interviews, post-game analysis, live
broadcast digital visuals, tournament bracket(s) and our Bragging Functionality, which we describe below in greater detail under the heading
“- Our B2C Strategy - Leveraging Bragging Functionality.” Whether through gameplay highlights, live-streamed gaming tournaments
or custom designed digital gameplay environments, the Brag House audience is regularly watching and engaging.

The Gaming Industry

“Gaming” is a general label that comprises
a diverse offering of electronic games that gamers can play against each other. Some of the popular games currently being played include
Fortnite, League of Legends, Dota 2, Counter-Strike, Call of Duty, Overwatch, Valorant, Minecraft and EA Sports FC. Although an individual
can play games on their own against the computer or console, one of the ways that online gaming today is different than video games of
old is the community and spectator nature of online gaming - playing against another person, either one-on-one, team versus team, or free-for-all,
that can be viewed by an online and in-person audience, which is a central feature of online gaming. As the accessibility for gamers to
play against others online grew, global networks have developed to facilitate viewership of such content worldwide. Additionally, game
developers have greatly increased the watchability of games, which has made the spectator aspect of gaming much more prevalent and further
drives expansion of the gaming market. The expanded reach of high-speed Internet service and the computer technology advances in the last
decade have also greatly accelerated the growth of gaming. Online gaming has now become so popular that many schools offer related scholarships
and the best-known esports teams are getting mainstream sponsorship and are being bought or invested in by celebrities, athletes and professional
sports teams. The highest-profile gaming content creators have significant online audiences as they stream themselves playing against
others online and can generate millions of dollars in sponsorship money and subscription fees to their online streaming channels.

As video gaming continues to be a pillar in the
culture of Gen Z, we believe that it is becoming increasingly visible to global investors, brands and media outlets that casual gamers,
compared to esports players, play a much higher potential revenue significance to the industry. Exploding Topics Blog reports there are
3.32 billion gamers worldwide, and that approximately 66% of them (2.04 billion) play video games to unwind, relax and decompress.1

Although advertising and sponsorships have traditionally
played a role in video gaming, the industry’s revenue is far more broadly diversified. As the global base of casual, social, and
novice gamers continues to expand, the largest and fastest-growing revenue streams increasingly include game sales, digital downloads,
subscriptions, in-game purchases, and platform fees, with additional contributions from live events, merchandise, and content licensing.

The global video gaming industry continues to
be a primary engine of growth within the entertainment & media industry. According to PWC, the global video games market revenues
exceeded the movie and music industry revenues combined in 2024. According to PWC, global video gaming revenues were $224 billion in 2024,
with the industry expected to grow to nearly $300 billion in 2029 at a compound annual growth rate of 5.7%. By contrast, revenues in the
entertainment and media industry are expected to reach $3.5 trillion in 2029 with a compounded annual growth rate of 3.7%.

1 Fabio Duarte, How Many Gamers Are There? (New 2025 Statistics),
Exploding Topics (Last Updated Nov. 20, 2025), available at https://explodingtopics.com/blog/number-of-gamers.

5

We believe that this growth is increasingly driven
by the convergence of media and technology. PWC reports that advertising in video games is a high-growth area, rising from 32.8% of total
gaming revenue in 2024 to a projected 38.5% in 2029. We believe that as digital advertising grows - projected by PWC to outpace consumer
spending significantly - platforms like Brag House that integrate media, technology, and community will be critical for advertisers seeking
to reach younger demographics.

According to Net Influencer, gaming
viewership exceeded globally 32.5 billion hours of watched content by spectators worldwide in 2024;
2 such engagement equates to nearly 70,000 hours of gaming content consumed by spectators on average every minute.
Further, Grand View Research reports that games streaming viewership in North America has been estimated to be 40.19% 3
(equating to approximately 13 billion hours) in 2023.

Women are a driving force within the gaming
industry, particularly in the United States. According to Statista, the number of gamers in the United States in 2024 was estimated
at 201 million, of which women comprise 48% 4 and, as
such, represent a key demographic among gamers. Additionally, according to entertainment software associates, 62% of all adults
(18+) in the United States play video games, 75% of which play at least four hours of games weekly.5
Additionally, of the more-than 145 competitive platforms, which are commonly referred to as gaming communities, less than 7% focus
specifically on casual gamers, let alone women.

We believe that there is a clear gap in the market
that is specific to casual and underrepresented gamers, such as women, who we believe are a primary driver in the rapidly growing gaming
industry. We believe that we are perfectly situated to address that gap and have made meaningful inroads into this market segment through
connecting players and giving them a safe environment in which to game. We accomplish this by facilitating an organic community for casual
gamers, casual leagues, global tournaments and participants, as well as strengthening existing communities and creating new ones.

Our Diversified Business Model and Monetizing
Our Platform

We are leveraging our vertically integrated Brag
House Platform to execute on our diversified business model focused on business-to-consumer, or B2C, and business-to-business, or B2B,
revenue channels. The fundamental drivers of our business model and monetization strategy are creating exciting experiences and community
engagement through our gaming platform, while generating opportunities to monetize off in-game transactions, Brag House tournaments, and
advertising partnerships with corporate sponsors. Additionally, we aim to gain deep insights into Gen Z preferences and behaviors to help
brands tailor their offerings, which will in turn enhance community engagement.

Our B2B Strategy

Through our B2B strategy, we operate as a media-tech
partner for corporate sponsors, focusing on developing high-fidelity marketing and advertising solutions. According to PWC, high growth
areas in the entertainment & media industry include retail search advertising in e-shopping (rising from 32.7% in 2020 to 45.5%
projected in 2029) and advertising in video games. To capitalize on these trends, we intend to utilize our proprietary technology to move
beyond traditional sponsorship and offer hyper-personalized advertising opportunities. To date, substantially all of our revenue has been
generated through B2B from advertising fees related to gaming tournaments, but we believe that our future growth will be driven by data-backed
media placements that offer measurable return on investment for brands.

2 David Adler, Live Streaming Industry Shows 12% Growth in 2024,
Nearing Pandemic Peak, Net Influencer (Feb. 3, 2025), available at https://www.netinfluencer.com/live-streaming-industry-shows-12-percent-growth-in-2024-nearing-pandemic-peak/.

3 Summary of Game Streaming Market (2024 - 2030) published by
Grand View Research, available at https://www.grandviewresearch.com/industry-analysis/game-streaming-market-report.

4 Jessica Clement, Video Gaming in the United States - Statistics
& Facts, Statista (Nov. 4, 2024), available at https://www.statista.com/topics/8739/video-gaming-in-the-united-states.

5 2023 Essential Facts About the U.S. Video Game Industry, entertainment
software association, available at https://www.theesa.com/wp-content/uploads/2024/02/ESA_2023_Essential_Facts_FINAL_07092023-1.pdf.

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Tournament-Related Fees

We are able to leverage our gaming tournaments
to enhance and monetize our B2B relationships. We contract with corporate sponsors or partners for our tournaments either (i) on a one-off
basis for a single tournament, or (ii) pursuant to multi-tournament arrangements (each, a “Batch Contract”) that provide for
sponsorship or partnerships of multiple tournaments within a given year or over multiple years. Sponsors pay us a fixed fee for product
and brand visibility and for product placement at Brag House-branded tournaments. Sponsorship arrangements are usually more limited in
scope and are typically structured on a one-off event or short-term basis, reflecting a more transactional engagement focused on defined
deliverables. Our arrangements with our contracted corporate partners goes much further, bringing our partners more deeply into our platform
and providing a wide array of services connected to our tournaments and platform. We provide white-labeled tournament planning, marketing,
gamer recruiting and onboarding services to our corporate partners. We perform all publicity and marketing for the tournament and host
its production, including the streaming and live broadcast of the tournament. We then conduct an after-action analysis to provide a report
on viewership, along with other additional services, including customized recap highlight videos, audience exposure data for their brand
and words association as its appears during our live broadcasts, social media graphics and video and custom smart links to measure engagement
key performance indicators that, altogether, can be seen as equivalent to return on marketing investment and/or return on ads spend, depending
on how the funds were utilized.

Through March 2, 2026, we have held 30 major
tournaments. Seven of those tournaments were partnered by corporate entities including Fortune 500 companies, and through these partnerships
we generated approximately $667,000 in revenue. Additionally, we have an active presence at more than 50 of the largest universities in
the United States. Based on the growing popularity of our gaming tournaments, we expect to consistently increase the number of Brag House
tournaments that we hold each year.

We anticipate that for 2026, tournaments-related
advertising and marketing revenues will constitute approximately 99% of our revenue, while subscriptions, merchandise and other forms
of revenue discussed below will constitute approximately 1%. As we continue to grow our user base going forward, we will aim to increase
our B2C revenue channels, explained in further detail below, such that they will constitute approximately 50% of our revenue by 2027.

Other (non-Tournament) Advertising and Marketing
Fees

We aim to connect with advertisers looking to
reach college-aged gamers, consumers and fans. This involves soliciting advertisers to promote their products through digital channels
(such as on our social media accounts and in our Brag House Platform), and also in physical channels (such as by advertising with billboards
or signs at our live events). In growing the network of Brag House Platform users, we will continue to make ourselves and our events an
appealing destination for advertisers to promote their products.

We anticipate this data will be beneficial in
two ways:

● Help brands develop effective marketing strategies: By understanding Gen Z’s preferences and behaviors,
brands can create more targeted and engaging campaigns.

● Provide our consumers with ads for products and services they want and need: By analyzing user data, we
can continuously improve our platform to better serve the needs and interests of our Gen Z audience.

Our strategic partnership
with Learfield grants us access to expansive datasets from diverse college campuses through Learfield’s media rights properties,
which we plan to model to enable predictive analytics and lifestyle behavior tracking. Our plan is to evolve this data into a scalable
data insight revenue model, where we aim to provide brands with advanced data insights to create effective, personalized campaigns. We
believe these insights will help brands reduce customer acquisition costs and improve return on marketing investment.

7

Our B2C Strategy

Through our B2C strategy, we focus on a variety
of products and services aimed at enhancing our users’ experience, reinforcing our organic, inclusive, personalized gaming environment
and developing a recurring revenue model to generate sufficient returns and support our continued organic and strategic growth. Our B2C
revenue streams will include paid user subscriptions (memberships) to the Brag House platform (application and website), in-application
purchases for digital products, tournament fees and branded merchandise sales. To date, substantially all of our current revenue has been
generated through B2B from tournament-related advertising and marketing fees. Our B2C strategy has not yet generated meaningful revenue.

As we continue to add improvements to our technology
platform, strengthen our community, and create meaningful content for users to engage, we anticipate that our user growth rate will be
even higher in 2026. As we generate additional views for our content, we anticipate that we will be able to convert viewers into subscribers
and consumers, ultimately leading to an increase in revenue generated from subscriptions, in-app purchases and merchandise.

Leveraging Bragging Functionality.

We leverage the bragging feature on our platform
to incentivize user participation, to facilitate the formation of communities and to enhance the competitive spirit of our platform. Our
Bragging Functionality utilizes Brag Bucks, which is in-application currency (i.e., no monetary value). A Brag is an in-game stat-based
prediction that can be created by the Brag House team members and Brag House users for upcoming streams and tournaments. When a Brag House
platform user places a Brag and accurately predicts the outcome of a stream or tournament, the user will win Brag Bucks and may move up
the Brag House leaderboards, which are specifically correlated to the successful Brags that the user has placed. By placing successful
Brags and moving up the leaderboards, the user effectively earns bragging rights over other users and friends who participated in the
same Brag but were not successful in their predictions. This creates additional user engagement with the Brag House platform by giving
casual gamers the opportunity to place Brags, engage with Brag House streams and tournaments and earn the right to banter with other users
and friends in a friendly manner. The Bragging Functionality of the Brag House platform is something that we believe makes us unique in
the gaming industry and is a distinctive feature that connects with the casual college gamer.

Each Brag has its own Brag Bucks pot that users
have the opportunity to win. The total pot of each Brag is determined by the number of Brag Bucks that are placed by users who enter the
specific Brag. Each Brag is a unique in-game stat-based prediction that has at least two possible outcomes from which users may choose.
To enter a specific Brag, users select their predicted outcome and decide how many Brag Bucks they want to submit. Once users submit their
prediction, their Brag Bucks are added to the total Brag Bucks pot for that specific Brag. The number of Brag Bucks that a user will win
for a correct prediction is calculated based on the following three factors:

● the total Brag Bucks that were entered in the specific Brag;

● the total number of users that predicted the outcome of the Brag correctly;
and

● the proportional weight of the amount of Brag Bucks each user entered in the specific Brag.

In addition to winning Brag Bucks through correct
Brag predictions, users can earn Brag Bucks by:

● Inviting new users to join the Brag House community through the Brag House platform’s “Invite
Friends” feature;

● Claiming the free daily chest spin that will award users a random number
of Brag Bucks (within a specific range); and

● Purchasing Brag Bucks chest spin packages in which each spin will award users a random number of Brag
Bucks (within a specific range).

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Brag Bucks that are awarded when a Brag House
user invites friends or utilizes chest spins will be reflected in the user’s balance but will not affect the user’s leaderboard
position. The Brag House leaderboards are Brag-specific, and they reflect the position of users who have predicted Brags correctly. A
user’s position on a leaderboard is determined based on the number of Brag Bucks won on a particular Brag, minus the number of Brag
Bucks that user placed in order to enter the Brag. The more net Brag Bucks a user wins, the higher they will appear on the leaderboard.
The Brag House leaderboards are an important feature of the platform in that a user’s position on the leaderboards gives them the
opportunity to win daily, weekly and monthly prizes.

A Brag House user’s total net Brag Bucks
will be reflected in their balance. However, the user’s balance is dynamic in that it reflects all movement in the user’s
total Brag Bucks. It does not present the amount of Brag Bucks each user has won in total or been awarded since joining the Brag House
community. We believe that our Brag Bucks system motivates casual college gamers to join our platform and presents them with a unique
opportunity in the gaming industry. By giving users the opportunity to place Brags, win Brag Bucks and move up our leaderboards, we believe
that we have created a gaming platform that will continue to attract users looking to compete with their friends and other casual gamers.

Our Brag Bucks do not constitute property and
cannot be sold, bartered or otherwise transferred to other users. Brag Bucks are only redeemable to unlock access to items within the
Brag House Platform, including Loyalty Tokens. To date, Brag Bucks have not generated any meaningful revenue for the Company. Neither
Brag Bucks nor Loyalty Tokens utilize blockchain technology. Please see “- Providing In-Application Digital Product Purchase Opportunities”
below for more information.

Data Insights

We believe that understanding Gen Z is crucial
for brands to build sustainable models that cater to this demographic. Our future revenue model, which we plan to implement during the
third quarter of 2026, will offer brands the option to pay for accessing insights derived from anonymized and aggregated user data. This
data will help brands tailor their marketing efforts, improving campaign effectiveness as measured by metrics such as CPM and CPC (each
as defined below). By collecting anonymized and aggregated data on the habits, values, and social media use of our casual college gamer
audience, who are primarily Gen Z, we hope to offer valuable insights into this generation while keeping their personally identifiable
information safe and private. As part of this data insights strategy, we entered into service agreements with certain service providers,
as discussed below.

Artemis; OTT Advisors

On November 13, 2024, Brag House entered into
a Master Services Agreement (the “MSA”) with Artemis Ave LLC, a skilled technology company (“Artemis”), pursuant
to which Artemis agreed to develop proprietary machine learning solutions for the Company’s platform (the “Software”)
and provide certain related services. In exchange, the Company issued 937,500 shares of Brag House Common Stock to Artemis in December
2024.

On May 12, 2025, Brag House and Artemis entered
into an amendment to the Master Services Agreement that eliminated Brag House’s obligation to pay to Artemis the difference between
the actual price at which Artemis sells the shares of Brag House Common Stock allocated to it under the Master Services Agreement and
the $4.00 target sale price per share, it being expressly understood that Brag House shall have no such obligation following the date
of the amendment with respect to any sale of Brag House Common Stock by Artemis. As consideration for the elimination of the $4.00 per
share guarantee in contemplation of Artemis delivering the services and deliverables to be provided pursuant to the Master Services Agreement,
Brag House paid Artemis $225,000. The amendment to the Master Services Agreement did not alter any other provisions of the Master Services
Agreement including the schedule for Artemis to deliver to Brag House the services and deliverables set forth therein.

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On September 8, 2025, Brag House sent Artemis
a Notice of Material Breach because Artemis had failed by such date to deliver to Brag House any services or deliverables that were to
have been provided under the Master Services Agreement, let alone evidence that it had begun substantive work on the same. In its Notice,
Brag House requested that Artemis cure the breach within 30 days as provided for in the Master Services Agreement.

On October 9, 2025, Brag House sent Artemis a
Notice of Termination terminating the Master Services Agreement as the breach had not been cured. In this Notice, Brag House demanded
that Artemis agree to cancel and return all 937,500 shares of Brag House Common Stock it had been allocated in the Master Services Agreement
and return the $225,000 it had received for the Amendment of the same.

On October 10, 2025, Artemis sent Brag House a
letter denying that it had breached the Master Services Agreement and challenging the effectiveness of the Notices of Material Breach
and Termination, respectively.

Brag House and Artemis are presently engaged
in negotiations to resolve their dispute amicably with Brag House seeking to cancel the issuance of the shares of Brag
House Common Stock and have those shares already received by Artemis, which includes the shares of Brag House Common Stock currently
held under lock-up for Artemis by Brag House’s transfer agent all returned to Brag House.

Having terminated its relationship with Artemis,
Brag House contracted with OTT Advisors, LLC (“OTT”), an alternative third party vendor, to provide the Services and Deliverables
that were to have been provided by Artemis. The Services and Deliverables to be provided by OTT will enable Brag House to (i) provide
enhanced gaming and Brag House featured offerings to our users, thus improving the value proposition of paid memberships (subscriptions)
on the B2C strategy, and provide advanced segmentation of audience data, allowing brands to create highly personalized marketing campaigns
on the B2C strategy and (ii) gather, analyze, and provide anonymized and aggregated data based on the behaviors, preferences, and engagement
of our Gen Z users, thereby empowering brands to create hyper-personalized marketing campaigns. We expect to have an initial beta version
of the Software in the third quarter of 2026, followed by A/B testing and a refined beta in the fourth quarter of 2026.

EVEMeta; OTT Advisors

In connection with the execution of the Master
Services Agreement with Artemis, on November 13, 2024, Brag House entered into a Software as a Service Agreement (the “Saas Agreement”)
with EVEMeta, LLC, an innovative technology company (“EVEMeta”), pursuant to which EVEMeta agreed to license certain of its
technology to Brag House to enhance our technology infrastructure. In exchange, the Company issued 312,500 shares of Brag House Common
Stock to EVEMeta in December 2024.

On May 12, 2025, Brag House and EVEMeta entered
into an amendment to the Software as a Services Agreement that eliminated Brag House’s obligation to pay to EVEMeta the difference
between the actual price at which EVEMeta sells the shares of Brag House Common Stock allocated to it under the Software as a Services
Agreement and the target sale price of $4.00 per share, it being expressly understood that Brag House shall have no such obligation following
the date of the amendment with respect to any sale of Brag House Common Stock by EVEMeta. As consideration for the elimination of the
$4.00 per share guarantee in contemplation of EVEMeta delivering the Compression Services as defined in and to be provided pursuant to
the Software as a Services Agreement, Brag House paid EVEMeta $25,000. The amendment did not alter any other provisions of the Software
as a Services Agreement including the schedule for EVEMeta to deliver to Brag House the Compression Services.

On September 8, 2025, Brag House sent EVEMeta
a Notice of Material Breach because EVEMeta had failed by such date to deliver to Brag House the Compression Services that was to have
been provided under the Software as a Services Agreement. In its Notice, Brag House requested that EVEMeta cure the breach within 30 days
as provided for in the Software as a Services Agreement.

On October 9, 2025, Brag House sent EVEMeta a
Notice of Termination terminating the Software as a Services Agreement, as the breach had not been cured. In this Notice, Brag House demanded
that EVEMeta agree to cancel and return all 312,500 shares of Brag House Common Stock it had been allocated in the Software as a Services
Agreement and return the $25,000 it had received for amending the agreement.

10

On October 10, 2025, EVEMeta sent Brag House a
letter acknowledging that Brag House was able to and did terminate the parties’ Software as a Services Agreement.

Brag House and EVEMeta are presently engaged
in negotiations to resolve their dispute amicably, with Brag House seeking to cancel the issuance of the shares of Brag House Common
Stock and have those shares already received by EVEMeta, which includes the shares currently held under lock-up for EVEMeta by
Brag House’s transfer agent returned to Brag House.

Having terminated its relationship with EVEMeta,
Brag House contracted with OTT to provide the Compression Services that were to have been provided by EVEMeta. The Compression Services
to be provided by OTT are designed to optimize data streaming efficiency by significantly reducing bandwidth requirements while preserving
content integrity and quality. This will allow streamed data to flow seamlessly between our servers and our users with less data consumption,
thus lowering server costs without compromising the user experience. We expect this technology to be integrated into our platform by the
third quarter of 2026, and that it will have an important role for our technology infrastructure in streamlining data to and from our
servers with significant cost savings.

While we continue to prioritize advertising and
marketing revenue, we believe that the development of the data insights revenue model represents a strategic advantage in leveraging our
digital community for enhanced brand partnerships and data-driven marketing solutions.

Providing Our Users Multiple Subscription
(Membership) Options

We have made major investments in the Brag House
platform, and one of our central revenue drivers will be our auto-renewable subscription model, which will focus on a series of regular
payments that our users make in order to access Brag House premium content and additional features and benefits. Currently, we only offer
Bragger, our entry-level freemium membership. Our paid subscription service, which we expect to launch in the third quarter of 2026, will
allow users to select from four membership tiers - Bragger Plus, Gamer, Streamer and Ultimate.

● Bragger. This is our entry-level freemium membership. Braggers are video game enthusiasts who consider
gaming a hobby and view gaming as a source of digital entertainment. Braggers can create a member-specific profile, create live-streams,
watch streams on the Brag House application and place Brags using Brag Bucks, our in-application currency that accrues as users correctly
predict Brags and allows Braggers the opportunity to move up on the Brag House leaderboard. The higher the user moves up on the leaderboard,
the more opportunities they will have to win daily, weekly and monthly prizes. Each Bragger is given a free daily chest spin, which grants
the user a randomly generated number of Brag Bucks. Additionally, Braggers have the opportunity to register for upcoming tournaments through
the Brag House application. As of March 2, 2026, we had nearly 2,000 Bragger members.

● Bragger Plus. This is our first level of paid membership. The Bragger Plus membership is targeted
at individuals that spend more time per week watching video game streams and tournaments, and that we believe will have a stronger interest
in participating in the Bragging Functionality and enjoying the premium Brag House features, than the typical Bragger member. By interacting
more with the Brag House platform, Bragger Plus members will have the ability to earn larger Brag House prizes. In addition to the Bragger
membership features, our Bragger Plus members will receive additional perks and features, including access to the Brag House multiplier,
which apply to Bragger Plus members’ daily chest spins and purchased Brag Bucks chest packages, increasing the potential number
of Brag Bucks generated and increasing the daily, weekly and monthly prizes based on where the user ends up on the various Brag House
leaderboards. Bragger Plus members will also benefit from a 10% discount on all Brag House merchandise and have access to all token-specific
Brags, which can be redeemed for sponsor-specific prizes and merchandise. Bragger Plus subscriptions will be eligible for monthly, quarterly
or annual renewal cycles. Our Bragger Plus membership will have a monthly fee of $2.99.

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● Gamer: This membership level is designed for users that typically focus on one or two video games,
striving to outperform their competitors and enjoy the Brag House tournaments and challenges. Gamer members will have access to the perks
and features of the Bragger Plus membership, along with early registration and a 50% discount on entry fees for all Brag House tournaments.
Gamer members will also have access to private Brag House community channels, a 15% discount on all Brag House merchandise, and assistance
in building their gamer portfolio, which includes a monthly 10- to 15-second highlight clip created by the Brag House team. Gamer subscriptions
will be eligible for monthly, quarterly or annual renewal cycles. Our Gamer membership will have a monthly fee of $4.99.

● Streamer: This membership level is designed for users that are motivated by the opportunity to
interact with other gamers and contribute to the growth of the gaming community, deriving personal benefit from the social aspects of
the Brag House platform. In addition to the perks and features of the Bragger Plus membership, Streamers will be eligible for early tournament
registration, the opportunity to feature their live stream on the Brag House application, a 15% discount on Brag House merchandise, access
to private Brag House community channels and a monthly 10- to 15-second highlight clip created by the Brag House team. Unique to this
membership level, Streamers will be granted access to educational sessions hosted by experienced Brag House streamers, which we believe
are an excellent opportunity for Streamer-level gamers to distill insights on how to develop their streams to fit their personal brand,
how to interact with their audience, how to create more engaging content and market their stream, form overlays and more. Streamers will
also earn Brag Bucks based on various key performance indicators that they can achieve, including number of hours they streamed, number
of consecutive days they streamed live on the Brag House application, number of Brags they created and audience interaction (specifically,
the number of users that placed Brag Bucks on the Streamer’s Brags). Streamer subscriptions will be eligible for monthly, quarterly
or annual renewal cycles. Our Streamer membership will have a monthly fee of $4.99.

● Ultimate: The Ultimate membership will be our most premium paid membership and provides the best
opportunity for users to fully immerse themselves into the Brag House platform. Ultimate members will have access to all perks and features
of the Gamer and Streamer memberships, along with additional features specific to the Ultimate membership. These additional perks and
features will include the opportunity to be the first Brag House users to register for Brag House tournaments, access to two entry-free
tournaments per month and 50% discount thereafter on tournaments’ entry fee, access to private Brag House community channels, a
monthly 10- to 15-second highlight clip created by the Brag House team, the option to feature their streams on the Brag House application
and access to the Streamers package providing seminars for users on how to develop their streams to fit their personal brand, interact
with their audience, create more engaging content, market their stream, form overlays and more. Additionally, Ultimate members will be
given a 25% discount on Brag House merchandise, a five-times multiplier on the Brag House daily chest spin and a two-times multiplier
on earned Brag Bucks, which are based on the various key performance indicators in the Streamer membership. Ultimate subscriptions will
be eligible for monthly, quarterly or annual renewal cycles. Our Streamer membership will have a monthly fee of $7.99.

User Retention

We are committed to continuously updating the
Brag House platform and entering into gaming partnerships with corporations, professional sports teams and universities. We believe that
our approach to the gaming industry, notably our targeting of the casual gamer, coupled with our exciting partnerships and continuous
development of new Brag House offerings, will be influential in our drive to retain Brag House users. Our current efforts to retain our
users include, but are not limited to:

● improving the breadth and depth of the Brag House platform’s functionality;

● placing an emphasis on keeping user data secure;

● maintaining availability and reliability of the Brag House application;

● focusing on user ease of the Brag House platform;

● continuously adding user value through Brag House offerings;

● advancing brand awareness and reputation; and

● addressing legal, regulatory and cultural matters.

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Providing In-Application Digital Product
Purchase Opportunities

We offer our users the opportunity to purchase
various items through the Brag House application that we generally categorize as consumable items and non-consumable items. We believe
that these digital products will present a meaningful revenue opportunity for us.

● Consumable Items. This is the most common type of in-application purchase in mobile games. Most
commonly, consumable items refer to in-game currency such as health bonuses and power-ups. Brag House users will have the option to purchase
$1, $2.50 or $5 Brag Bucks chest packages. Each chest package will contain a random amount of in-application Brag Bucks within a specific
range. Based on the randomization process, users will receive the amount of Brag Bucks that each purchased chest contains. Brag House
users can utilize their Brag Bucks to unlock access to items with no real-world monetary value. Users may utilize Brag Bucks to unlock
items such as access to Brags, access to exclusive Brag House content and access to non-sponsored Brag House tournaments. Certain Brags
will give users access to another in-application point accrual mechanic, Loyalty Tokens. Loyalty Tokens cannot be used in Brags, traded
with other users or sold for cash value. Users can redeem their Loyalty Tokens in our Brag House store for an assortment of prizes. The
Loyalty Tokens include custom tournament sponsor tokens and brand partner tokens that can only be redeemed for specific prizes relating
to the tournament or brand sponsor in our Brag House store. In addition, Loyalty Tokens include our main in-house Loyalty Token, our Brag
Tokens, which users can redeem for all other open-access (i.e. non-sponsored) prizes in our Brag House store. Once a user earns and consumes
their Brag Bucks and Loyalty Tokens, the consumable items will disappear. Brag Bucks have no time limit for use, but certain Loyalty Tokens
have expiration dates associated with them. Specifically, the expiration dates apply to custom tournament sponsor tokens and brand partner
tokens. Certain tokens are only available through a limited number of Brags or particular leaderboards, which creates a perceived rarity
feature to those particular Loyalty Tokens. In order for gameplay to continue, every Brag allows a user to win a certain number of Brag
Bucks. Additionally, unlike the Brag Bucks chest packages that users may purchase at any time to gain more Brag Bucks, Loyalty Tokens
cannot be purchased. Rather, users can only earn Loyalty Tokens through token-specific Brags that Brag House makes available or through
placement on particular leaderboards.

Brag Bucks and Loyalty Tokens do not constitute
property and cannot be sold, bartered or otherwise transferred to other users. Brag Bucks and Loyalty tokens are only redeemable to unlock
the consumable items mentioned above and otherwise have no real-world value. Neither Brag Bucks nor Loyalty Tokens utilizes blockchain
technology.

● Non-Consumable Items. Our non-consumable items, which are commonly referred to as “unlockable
items” among members of the gaming community, include digital overlays, graphics, instructional videos and additional items that
are currently under development, such as social media posts, video editing, highlighted streams, Brag House branding and marketing via
discord and bulk package options. Unlike consumables, once a member gains access to non-consumable items by utilizing their Brag Bucks
they will have permanent access to those items. Once launched, we will offer non-consumable items only to Gamer, Streamer and Ultimate-level
members, thus offering an additional incentive for Brag House users to upgrade their subscription (membership) level from the Bragger
freemium level.

Tournament Fees

To facilitate and enhance social engagement on
our gaming platform beyond our recurring subscriber base, we offer tournaments to provide casual college gamers a chance to compete and
fully immerse themselves in the Brag House community. Through March 2, 2026, we have held 30 major tournaments which saw more than 764
participants in the aggregate from nearly 250 colleges and universities across the United States, and which have generated an aggregate
of approximately $667,000 of revenue.

Merchandise

We intend to
sell company-branded Brag House merchandise through our website (www.braghouse.com) and our platform. Brag House users and non-user
fans can purchase items such as customized Brag House long sleeve shirts, T-shirts, standard and zip up hoodies, beanies and
snapback hats.

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Key Performance Indicators

We focus on several key performance indicators,
as discussed below, to assess our progress and drive revenue growth. We believe that by focusing on users and followers, engagement, and
views and impressions, we can best measure our growth, the adoption of the Brag House platform and the overall impact that Brag House
is having on the gaming industry.

1. Views and Viewership. We experienced strong community growth since we launched through March
2, 2026, reaching nearly 1,400,000 video views of our Brag House Content on video platforms. From 2020 through 2025, the Company’s
video views increased by 131% year-over-year. Additionally, since 2022, Brag House spectators who viewed live streams remained on the
platform for 19 minutes per live stream across over 300,000 live views, nearly 175% greater than the industry benchmark of 11 minutes.
This continued growth in views results in the exponential growth of our monetizable advertising inventory. Additionally, we believe that
our growth in views will be achieved largely via user generated content submitted to us by our community, significantly limiting the production
cost and overall investment required to achieve the continued growth in our viewership. We define “views” as the number of
people who watch either live content (broadcasts) or Videos on Demand that are available across Brag House’s digital presence on
platforms such as the Brag House website, app, social media channels (Instagram, X (formerly known as Twitter), LinkedIn, Facebook, Snapchat,
TikTok and Reddit) as well as streaming services channels (Twitch, YouTube).

2. Impressions and Reach. We have generated nearly 9.0 million impressions since inception
through March 2, 2026. From 2020 through 2025, the Company’s impressions increased by 46% year-over-year. We define “impressions”
as the aggregate number of times any pieces of our content have been viewed by Brag House users across all social media platforms, regardless
of if the specific content was interacted with or not. We define “reach” as the number of unique users that view our content
across all social media platforms.

3. Engagement. As of March 2, 2026, we had an average engagement rate of 6.5% across our marketing
platforms during periods of time we host online and in-person activations, which is over four times higher than the industry average of
1.5% according to Social Insider. This includes over 50,000 chat messages being sent during our gaming live streams. We continue to focus
on ways that we can repackage and distribute this significant derivative content library for further monetization. We define “engagement”
as all digital interaction between the Brag House brand and our followers and users as well as interaction between followers and users
on the Brag House platform and social media channels. These engagements can be measured by comments, chatting, likes, shares, posting,
signing up for tournaments and events, interacting with polls on social media, placing Brags on the Brag House platform, placing bracket
predictions on the Brag House platform, and other similar actions. We calculate “engagement rate” by dividing the amount of
engagement on a piece of our content by the overall reach of that piece of content.

4. Cost per Thousand Impressions and Cost per Click. As of March 2, 2026, cost per thousand
impressions, or cost per mille (“CPM”), was $3.26, which is nearly twice as cost effective as the average gaming industry
CPM of $5.64. In addition, since 2023 through March 2, 2026, our cost per click (“CPC”) was $0.39, which is nearly twice
as cost effective as the average gaming industry CPC of $0.70. We believe that a lower CPM and CPC will attract sponsors and increase
our revenues from advertising on our platform as we offer brands a more cost effective route to advertise to Gen Z in a manner that would
result in higher value from a return on investment point of view. We define CPM as the average cost a company pays for 1,000 advertisement
impressions. Impressions occur when a user sees the advertisement. We define CPC as the cost that a company pays for the number of times
users click on a display ad attached to their sites. We believe that once our data insights services are made available beginning in the
third quarter of 2026, both CPM and CPC will decrease for sponsors that purchase such services.

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Corporate Partnerships

Moroch Partners, Inc.

In 2021, we entered into an agency supplier agreement
with Moroch Partners, Inc. (“Moroch”), a marketing and communications agency, pursuant to which we contracted for advertising
and marketing services as well as the development of promotional materials bearing the trademarks of McDonald’s and Coca-Cola.

Pursuant to this agreement, we held the “Texas
Loyalty Cup,” a Brag House tournament, in 2021 in collaboration with McDonald’s and Coca-Cola, where college students from
various universities across the State of Texas competed against each other playing Nintendo’s Super Smash Bros. Brag House put on
a full production for the tournament including, in-game commentary, pre and post interviews, and created original graphics to promote
the McDonald’s and Coca-Cola brands, as well as their products. The 18-hour live stream event reached 660,000 people with gender
demographics of 66.60% men and 33.40% women.

McDonald’s Corporation and The Coca-Cola
Company

The success of the 2021 tournament led to a continued
and stronger relationship with McDonald’s and Coca-Cola as we held two tournaments in 2022: (i) “SoCal FIFA 23 Tournament,”
which was a direct contract with The Coca-Cola Company and collaborated with McDonald’s Corporation through their marketing agency
of the Southern California Region, Davis Elen Advertising, and (ii) “Black and Positively Golden Gamers HBCU Tournament Featuring
Fortnite,” which was a contract with McDonald’s through their agency, Walton Isaacson, in collaboration with Coca-Cola. Due
to the success Brag House was able to achieve, the partnership with McDonald’s and Coca-Cola grew stronger as Brag House was contracted
by Coca-Cola, in collaboration with McDonald’s, for the third consecutive year to host a nationwide Fortnite tournament with student
gamers from five states (Washington, Oregon, California, Oklahoma and Kansas). The tournament is known as the Golden Royale Cup, and took
place over the course of three weeks in November, with three qualifying matches, followed by a grand finale match. The Golden Royale Cup
amassed nearly 20,000 total hours of aggregate live streaming content watched and garnered nearly 300,000 views from gamers watching the
tournament in real time. Furthermore, the event received nearly 1 million impressions across Brag House’s social media platforms.

Fort Worth Sports Commission

In August 2023, Brag House entered into a license
agreement with Fort Worth Sports Commission, a division of The City of Fort Worth, pursuant to which we hosted an in-person gamer and
scholars event on September 21, 2024 at the Fort Worth Convention Center focused on college students for the State of Texas. This event
showcased not only competitive gaming for the casual gamers but also educational and career opportunities related to gaming for Texas
college students while giving the students opportunities to earn and win scholarships. This event featured speakers and panelists from
diverse industries, including media agencies, universities, and the movie and entertainment sectors.

Denver Broncos

In March 2023, Brag House entered into a sponsorship
agreement with the Denver Broncos, a world-renowned American Football franchise that competes in the National Football League, to be a
gaming partner for in-person and digital gaming activations (i.e., gaming events) for, at minimum, the 2023-2024 NFL seasons. This arrangement
concluded in September 2024.

15

Learfield Communications, LLC

On September 11, 2024, Brag House entered into
a sales representation agreement with IMG College, LLC (Florida Gators Sports Properties), a wholly-owned subsidiary of Learfield Communications,
LLC, a billion dollar media company that holds the media rights to hundreds of colleges in the US, including collegiate properties as
the NCAA and its 89 championships and NCAA Football, including multi-media rights for University of Florida athletics, with respect to
University of Florida video gaming activations and tournaments in 2024 and 2025.

Our agreement with Learfield, which focuses on
sales representation for sponsorship opportunities, provides for an initial term ending on June 30, 2025, with automatic one-year renewal
periods (July 1 through June 30) unless either party terminates (i) upon 30 days’ written notice or (ii) for material default of
the other party following notice and a ten day cure period. With respect to each sponsor that signs a contract, Brag House and Learfield
will share revenue based on the percentage of each party’s individual services and/or assets (each of which services and assets
will be assigned a monetary value). In addition, the party responsible for initiating contact with the sponsor, whether Brag House or
Learfield, will receive a 20% commission of the net revenue of the sponsorship agreement with such amount being taken from the other party’s
revenue share. Each party is responsible for its own administrative and overhead costs along with all fulfillment costs incurred with
respect to its services and assets included in any contract signed by a sponsor.

We believe that Brag House will be able to leverage
this relationship with Learfield to host tournaments and events across all of the universities for which Learfield holds media rights.
Through these events, we further believe that Brag House will facilitate engagement with student bodies, clubs, and other university-affiliated
organizations with the permission of Learfield and its support in doing so, which will enable us to gather insights from participating
users in accordance with applicable data privacy laws. We therefore believe that this arrangement will contribute directly to Brag House’s
revenue model through shared sponsorship earnings, while validating Brag House’s marketing and data strategy for reaching college-aged
Gen Z gamers. However, it is important to note that the current agreement does not guarantee revenue, nor does it obligate Learfield or
its affiliates to provide data access or support beyond the sales representation scope. The partnership’s first activation was held
in May 2025, which was for students and alumni of the University of Florida, one of Learfield’s media rights properties. In July
2025, we held the second activation, expanding on the success of our initial May 2025 Activation. The second activation was conducted
virtually and designed to engage students and alumni through a digital tournament centered around EA College Football 26, following the
game’s national release. The event incorporated university-branded content and featured participation from student-athletes, further
aligning with our Name, Image, and Likeness (NIL) engagement strategy.

In December 2025, we hosted the third activation
under our strategic partnership with Learfield. The activation was conducted virtually and featured current students and student-athletes
from the University of Florida and rival institutions, including the University of Kentucky and the University of Oklahoma, competing
side-by-side in a Call of Duty: Warzone tournament. The incorporation of university-branded content and featured participation by student-athletes
demonstrates our continued alignment with our NIL strategy.

We believe that these activations demonstrated
our ability to scale digital experiences across collegiate communities on our platform at the intersection of gaming and college sports,
as well as through universities’ assets with pricing and value delivery defined through a structured commercial model, all of which
reinforces our commercial model for integrating sponsorship, branded content and messaging, and fan engagement.

We further believe that this partnership positions
us to scale across Learfield’s college network of nearly 200 universities and gain access to their media rights and assets that
will enable both physical and digital activations and drive sponsorship revenue and brand engagement opportunities, while giving us access
to extensive datasets across diverse college campuses as we evolve into a scalable data insights revenue model tailored to college-aged
Gen Z gamers.

Additionally, we are advancing a data monetization
strategy. The goal is to develop a proprietary machine learning-based SaaS platform designed to offer anonymized predictive data insights
into Gen Z behavior for brand clients to create enhanced, personalized and effective marketing campaigns, which will validate our marketing
and data strategy for reaching college-aged Gen Z gamers. We began development of this platform in March 2025, and expect to have a beta
version ready by the third quarter of 2026.

From inception through December 31,
2025, our corporate relationship arrangements have accounted for 99% of our revenue.

While engaging with corporate sponsors is important
to ensure we have the proper funding and infrastructure to host our popular tournaments, our college-level collaboration with organizations
such as the Black Collegiate Gaming Association helps us to continue to drive grassroots adoption of our gaming platform at the college
level. In total we have hosted three events through these organizations (all in 2021), and such events were sponsored by LA Sparks, PlayStation,
GameStop, NASCAR and NBA2K. In addition to the full production described above, the Brag House hosted panel presentations, which included
individuals such as Brittney Sykes, professional WNBA player at the LA Sparks, Jacqueline Beacucamp, Chairwoman & CEO of Engaged Media,
and others.

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Web Hosting Services with Amazon Web Services

We currently host our gaming platform and support
our operations using Amazon Web Services (“AWS”), a third-party provider of cloud infrastructure services, along with other
service providers traditionally used by AWS. Our customer agreement with AWS will remain in effect until terminated by AWS or us. Either
party may terminate this agreement if the other party is in material breach subject to a 30-day cure period following receipt of notice
from the terminating party. AWS may also terminate the agreement immediately (i) for cause if AWS has the right to suspend under certain
circumstances as set forth in the AWS customer agreement, (ii) if AWS’ relationship with a third party who provides software or
other technology that AWS uses to provide its service to us expires, terminates or requires us to change the way AWS provides the software
or other technology as part of the Services, or (iii) in order to comply with the law or requests of governmental entities.

Third Party Payment Processors

Sales and Marketing

Prospective members and subscribers are introduced
to Brag House through eight primary marketing channels, consisting of:

1.
our Collegiate Leads Program that amplifies our grassroot approach, through which we continuously increase brand awareness around campuses of colleges and universities across the United States as well as drive new traffic of users to our platform (application and website) with higher focus on college students and alumni of those schools;

2.
our in-application referral program that incentivizes users to invite their friends and acquaintances to join our platform by providing bonus Brag Bucks for each new user that joined (monthly bonus limitation may apply in certain cases) and the ability to compete with them in a social manner over bragging rights and other prizes;

3.
professionally produced gaming tournaments of popular video games that are streamed live on our platform (application and website), including our Twitch and YouTube channels as well as our Facebook Page;

4.
content library on our Twitch and YouTube channels that can be found through organic searches and through shared links by hundreds of millions;

5.
Brag House social media channels on Instagram, Facebook, X (formerly known as Twitter), TikTok, SnapChat, LinkedIn and Reddit, which enable us to organically reach hundreds of thousands of users that continuously drive traffic to our platform (application and website);

6.
Ad campaigns on advertising platforms such as Snapchat Ads, TikTok Ads, Facebook Ads, Instagram Ads, X (formerly known as Twitter) Ads, LinkedIn Ads and Google Ads, which all help increase our organic reach to potentially hundreds of millions primarily in the United States, but in the rest of the world as well; and

7.
continued press, press releases and public relations that drive brand awareness to our platform.

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In addition to these channels, we also market
our community and platform through in-app and in-live broadcasts/streams promotions, search engine optimization, online advertising as
well as aim to engage with various social influencers ranging from Nano- to Macro-influencers to achieve multiple marketing strategies
and build email marketing campaigns.

Users typically begin their relationship with
Brag House by viewing content on the Brag House platform, which includes our website, Twitch and YouTube channels as well as our Facebook
Page, registering an email address, and/or by participating in our entry-free gaming tournaments. As discussed in “- Our B2C Strategy,”
users become more engaged by creating a profile on our platform where they can become a Bragger, our freemium entry-level membership,
and enjoy the benefits of the Bragger. Following the freemium Bragger membership, users can enhance their experience and engagement opportunities
by upgrading their memberships from our freemium Bragger membership to one of our paid-membership levels, where they have access to premium
Brag House features that are not available at the freemium Bragger membership level. While initial membership at the Bragger level is
free, we do monetize all members as activity grows with one-off paid experiences, in-app purchases and merchandise sales as well as through
brand and media sponsorship revenues.

We plan to drive deeper user engagement by continuously
enabling the freemium entry-level Bragger membership, which provides users the ability to experience our platform and community, increasing
the number of tournaments we produce weekly, expanding our Collegiate Leads Program and reach across the nation, simplifying the Brags
creation process on the platform to induce more streamers to create Brags, which drives user engagement, and/or acquiring content creators
and talent to produce more captivating and engaging in-house content. We estimate that our monthly paid members can generate between $25
and $95 in annual revenue per member (excluding one-off purchases, as described above), and content from these experiences is broadcasted
on our platform, including our Twitch and YouTube channels, as well as our Facebook page, which drives deeper user engagement and serves
as a channel to attract new members.

Competition

Given that we operate in the global entertainment
and gaming industry, we consider any type of discretionary leisure and entertainment provider to be a competitor with respect to consumers’
time and disposable income. Competition in the amateur gaming industry generally is intense. Our competitors range from established leagues
and championships owned directly, as well as leagues franchised by, well known and capitalized game publishers and developers, interactive
entertainment companies and diversified media companies to emerging start-ups, and we expect new competitors to continue to emerge throughout
the amateur gaming ecosystem.

In the gaming industry, our competitors fall into
several categories: game publishers (Activision Blizzard, Electronic Arts, Take-Two Interactive Software), Gen Z-focused social platforms
(Snap, Meta, Roblox), and companies with sophisticated data-valuation capabilities (Alphabet). Additionally, we expect competition from
new entrants and adjacent competitors as gaming continues to expand.

We differentiate ourselves from potential competition
through our organic community and partnerships that enable experiences, community, content and commerce. Our core strengths include our
ability to leverage our vertically integrated Brag House Platform to create economies of scale around gaming tournaments as well as facilitate
significant user engagement through our dominance of the college market and exclusive corporate partnerships.

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Our Competitive Strengths

Based on management’s experience in the
industry, we believe we have the following competitive strengths that enable us to compete effectively:

● Brag House has a first to market grassroots approach to reaching its community.

● Our focus on casual games has allowed us to create an inclusive environment
that promotes not only casual gamer experiences but also provides a venue for gamers to improve their skills and brand as the endeavor
to become competitive or professional gamers and streamers.

● Our media-tech platform has allowed us to concurrently develop what we believe are compelling B2C and
B2B product and service offerings. We believe our position at the intersection of media, technology, and gaming allows us to offer advertising
partners a level of engagement and personalization that traditional media platforms cannot match.

● Our proprietary or other attributes regarding our development and delivery model.

● Our platform not only facilitates discoverability but also paves the way for aspiring professional gamers
and streamers to reach their goals.

Growth Prospects

As we continue to invest in creating inclusive,
exciting and personalized experiences for our users through our Brag House Platform, we will strive to build a leadership position within
the growing gaming industry. We have established key areas of strategic focus that will guide the way we think about our future B2C and
B2B growth prospects:

Expanding our community of casual gamers
and fans is our top priority. Non-professional gamers represent more than 99% of all gamers globally according to Cyber Athletiks,
presenting what we believe is a robust market segment that presents meaningful opportunity for growth. We will continue to invest in,
and further enhance, our mobile and web platforms by (i) implementing a live-streaming functionality where our users can watch gaming
streams live and chat, (ii) setting up separate subcommunities on our platform broken down by similar gaming interest, geographic location
or college affiliation, (iii) promoting engagement that fosters a competitive and safe atmosphere among players who wish to compete against
one another, and (iv) adding virtual and physical prizes that our users can win through engaging with our platform. We feel that the above
measures will foster a positive relationship with our current userbase and foster community growth.

Strengthen and grow our B2B Partnerships.
Given the potential reach of our tournaments, we believe that we have the ability to reach, connect with, and influence a significant
segment of casual gamers and spectators in a direct and authentic way. B2B partnerships represent a key part of our financial strategy,
and because our target demographic represents such a large segment of the gaming market, we believe that we can be a bridge between our
users and tournament participants and our B2B partners. We further believe that as we continue to organically grow our community we will
gain valuable insights about our core demographic, Gen Z. We believe that these insights will be invaluable to both the core demographic
as well as our brand partners because we will be able to empower our community to receive products and services of value to them, while
providing brands more cost efficient strategies to market to them effectively. In the future, we aim to expand our current partnership
and sponsorship model and create a data insight model that will empower our B2B partners to utilize data insights that we will choose
to share with them to improve their success metrics, and therefore enhance the value and depth of our corporate relationships. To that
end, Brag House has begun development of proprietary predictive data models designed to provide brands with in-depth Gen Z insights. We
believe these models, combined with Learfield’s reach through its properties that it has media rights, will create expansive privacy
protected and anonymized personally identifiable information datasets with actionable predictive data insights of consumer behavior through
our platform that will help brands and advertisers create tailored campaigns to the preferences of their targeted audience.

Organic Growth through Additional Offerings.
Though Brag House was founded for casual gamers, and providing a home for casual gamers will continue to be our mission, we believe that
we can attract professional streamers and gamers by facilitating discoverability within our platform. We believe that we can help casual
gamers grow their following and create original content through our Brag House Platform for fans and followers through access to our library
resources and services. In addition, we believe that we can establish relationships with gaming agencies and professional gaming organizations
and then connect these organizations to the gamers who build their profile using our platform. While we have no immediate plans to become
an in-person events company, we believe that there is demand for in-person gaming events. Our first in-person event hosted at the University
of Dallas in October 2021 drew more than 2,500 students and faculty; our long-term aim is to replicate and increase this turnout in future
in-person events.

We encourage content creation by our users as
part of our effort to help casual gamers interested in pursuing professional gaming; as a result, content creation may become one of our
sources of revenue in the future.

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Human Capital Strategy

A healthy culture and engaged workforce are essential
to our ability to execute our strategic plan and build ongoing and meaningful relationships with our communities. As a knowledge-based
business, our ability to attract, train, motivate and retain qualified employees is a critical factor in the successful development of
our products and services. Our future success will remain dependent, in large measure, on our ability to continue attracting, training,
motivating and retaining qualified employees.

Our talent acquisition planning and hiring strategies
are aligned with our strategic vision and where we need to invest and develop as a business. We target talented individuals who possess
skills that are critical to the future of our business, and we are committed to investing in the development and growth of diverse talent
through community outreach and other social initiatives.

We are focused on promoting the total wellness
of our people and maintaining resources, programs and services to support employees’ physical, mental, familial and financial health.
We offer a wide range of benefits, such as comprehensive health insurance and time-off and leave programs.

Intellectual Property

Our business relies significantly on the creation,
acquisition, use and protection of intellectual property. Some of this intellectual property is in the form of software code, patented
technology and trade secrets that we use to develop and properly run our interactive online gaming platform and service. Other intellectual
property we create includes gaming-related technology and content, audio-visual elements, including graphics, music, story lines and interface
design.

We strive to protect our intellectual property
rights by relying on federal, state and common law rights, as well as contractual restrictions. We control access to our technology by
entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with
third parties. We also actively engage in monitoring and enforcement activities with respect to potential infringing uses of our intellectual
property by third parties.

In addition to these contractual arrangements,
we also rely on a combination of trade secret, copyright, trademark, trade dress, domain name and patents to protect our interactive online
gaming platform and service and other intellectual property. We typically own the copyright to the software code to our content, as well
as the brand or title name trademark under which our online gaming platform and related services are marketed. We pursue the registration
of our domain names, trademarks, and service marks in the United States and in locations outside the United States. We have one registered
trademark for “Brag House,” Reg. No. 6676655.

We may seek patent protection covering inventions
originating from us and, from time to time, review opportunities to acquire patents we believe may be useful or relevant to our business.

Circumstances outside our control could pose a
threat to our intellectual property rights. For example, effective intellectual property protection may not be available in the United
States or other countries in which our gaming platform is marketed and used. Any significant impairment of our intellectual property rights
could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time-consuming. Any
unauthorized disclosure or use of our intellectual property could make it more expensive to do business, thereby harming our operating
results.

Companies on the Internet, gaming products and
services, social media, technology and other industries may own large numbers of patents, copyrights and trademarks and may frequently
request license agreements, threaten litigation or file suit against us based on allegations of infringement or other violations of intellectual
property rights. From time to time, we may face in the future, allegations by third parties, including our competitors and non-practicing
entities, that we have infringed their trademarks, copyrights, patents and other intellectual property rights. As our business grows,
we will likely face such claims of infringement.

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Governmental Regulations

There are a variety of laws and regulations governing
individual privacy and the protection and use of information collected from individuals, particularly in relation to an individual’s
personally identifiable information (e.g., credit card numbers). We employ a kick-out procedure during member registration whereby anyone
identifying themselves as being under the age of 18 during the process is not allowed to register for a player account on our website
or participate in any of our online experiences or tournaments.

In addition, as a part of our experiences, we
offer prizes and/or gifts as incentives to play. The federal Deceptive Mail Prevention and Enforcement Act and certain state prize, gift
or sweepstakes statutes may apply to certain experiences we run from time to time, and other federal and state consumer protection laws
applicable to online collection, use and dissemination of data, and the presentation of website or other electronic content, may require
us to comply with certain standards for notice, choice, security and access. We believe that we are compliant with any applicable law
or regulation when we run these experiences.

Environmental, Social and Governance Strategy

Our platform is designed to foster an authentic
and welcoming community where casual gamers, streamers, fans, and friends can compete, engage in friendly banter, support their favorite
players and teams, and participate in prize-driven events. Early user data indicates that approximately 30% of our members are women,
representing nearly 40% of our reach and views, which we believe exceeds participation rates seen on many other gaming platforms.

Our focus is on expanding and strengthening our
user base by ensuring that our content, events, and digital experiences resonate with a broad range of gamers across the United States.
By cultivating an environment where different types of players feel comfortable participating, we are able to increase engagement, broaden
market reach, and position Brag House for growth across multiple demographics and collegiate communities. This strategy supports our core
business objectives: driving user acquisition, increasing time spent on the platform, and building a scalable national footprint across
college campuses.

Employees

We subcontract work to five organizations as independent
contractors and have three full-time employees. None of our employees are represented by a labor union or covered by a collective
bargaining agreement. We consider our relationship with our employees to be good.

We plan to increase the number of Brag House employees,
and over the next 12 months, we are particularly focused on building our development, marketing, production and sales teams.

Corporate Information

We were formed as a Delaware corporation in December
2021.

Brag House, Inc. (“BHI”), the Company’s
wholly owned indirect subsidiary and the entity through which our operations are primarily conducted, was formed as a Delaware corporation
in February 2018.

On June 11, 2021, Brag House, Ltd. (“BHL”)
was registered in the United Kingdom. Their principal offices are located at 7 - 9 Swallow Street, London W1B 4DE, United Kingdom.

On August 16, 2021, BHL acquired all of the 10,000,000
issued and outstanding BHI shares held by BHI shareholders on a one for 14.07 basis (rounded to the nearest whole number) in exchange
for 140,700,000 ordinary shares of £0.0001 in BHL, making BHI a wholly owned subsidiary of BHL (the “U.K. Reorganization”).

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Following the U.K. Reorganization, the board of
directors of BHL determined that it was in the best interests of BHL and its shareholders that BHL pursue an initial public offering in
the United States and concurrent listing on Nasdaq. Brag House was formed to effect that proposed initial public offering and listing
on Nasdaq. On February 8, 2022, Brag House approved a reorganization, in which the shareholders of BHL would exchange their ordinary shares
and preference shares of BHL for a proportionate number of common and preferred shares in the Company on a 21 to 1 basis (the “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.

We anticipate that BHL will be wound down and
dissolved as soon as reasonably practicable.

We effected a 1 for 5.1287 consolidation of the
issued and outstanding Brag House Common Stock and preferred stock on June 14, 2024 (the “Original Reverse Split”). On October
11, 2024, we canceled the Original Reverse Split and filed an amendment to our certificate of incorporation, as amended, with the Secretary
of State of the State of Delaware to effect a 1 for 2.43615 consolidation of the issued and outstanding Brag House Common Stock and preferred
stock (the “Reverse Stock Split”). This Annual Report gives effect to the effectiveness of the Reverse Stock Split. Except
where otherwise indicated, all share and per share data in this Annual Report have been retroactively restated to reflect the Reverse
Stock Split.

On March 7, 2025, we closed our initial public
offering (the “IPO”), selling 1,475,000 shares of Brag House Common Stock at a public offering price of $4.00 per share for
gross proceeds, before deducting underwriting discounts and other related expenses, of $5.9 million, plus an additional 221,250 shares
pursuant to the underwriters’ over-allotment option, for additional gross proceeds of $885,000.

Our principal executive offices are located at
45 Park Street, Montclair, NJ 07042 and our telephone number is 413-398-2845. Our website address is www.braghouse.com. The investor relations
portion of our website is available at corp.braghouse.com. The references to our website addresses do not constitute incorporation by
reference of the information contained at or available through our websites, and you should not consider it to be a part of this Annual
Report. We have included our website addresses in this Annual Report solely as inactive textual references.

Implications of Being an Emerging Growth Company
and a Smaller Reporting Company

We qualify as an “emerging growth company,”
as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. As an “emerging growth company”,
we may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but
are not limited to:

●
the option to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report;

●
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;

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●
not being required to comply with any requirements that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

●
reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

●
exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, an
emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private
companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore
not be comparable to those of companies that comply with such new or revised accounting standards.

We may take advantage of these provisions until
December 31, 2030 (the last day of our fiscal year following the fifth anniversary of the completion of our IPO). However, we will cease
to be an emerging growth company if any of the following events occur prior to the end of such five-year period: (i) our annual gross
revenue exceeds $1.235 billion, (ii) we issue more than $1.0 billion of non-convertible debt in any three-year period, or (iii) we become
a “large accelerated filer,” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)). We will be deemed to be a “large accelerated filer” at such time that we (a) have an aggregate worldwide market
value of common equity securities held by non-affiliates of $700 million or more as of the last business day of our most recently completed
second fiscal quarter, (b) have been required to file annual and quarterly reports under the Exchange Act for a period of at least 12
months and (c) have filed at least one annual report pursuant to the Exchange Act.

Even after we no longer qualify as an emerging
growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the
same exemptions from disclosure requirements including reduced disclosure obligations regarding executive compensation in this Annal Report
and our proxy statements.

We have elected to take advantage of certain of
the reduced disclosure obligations in this Annual Report and may elect to take advantage of other reduced reporting requirements in future
filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting
companies in which you hold equity interests.

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