Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) |
3 Months Ended | |||||||||
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Jun. 30, 2026 | ||||||||||
| Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Abstract] | ||||||||||
| Basis of Presentation |
a) Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. They include the accounts of the Company and its consolidated subsidiaries and have been prepared on a going-concern basis. Unless otherwise indicated, amounts are presented in United States dollars.
In the opinion of management, the unaudited interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of June 30, 2026 and March 31, 2026 and its results of operations, stockholders’ equity and cash flows for the three months ended June 30, 2026 and 2025. The results for the three months ended June 30, 2026 are not necessarily indicative of the results expected for the fiscal year ending March 31, 2027 or any other future period.
The unaudited interim condensed consolidated financial statements and accompanying notes do not include all information and disclosures required for complete annual financial statements prepared in conformity with U.S. GAAP. Accordingly, they should be read in conjunction with the Company’s audited consolidated financial statements for the year ended March 31, 2026 and the related notes.
On June 30, 2026, the Company completed the reverse recapitalization described in Note 4, with Legacy House of Doge determined to be the accounting acquirer and Brag House Holdings, Inc. determined to be the accounting acquiree. Accordingly, the consolidated financial statements are presented as a continuation of the historical financial statements of Legacy House of Doge for periods prior to the Merger, while the consolidated equity structure reflects the legal capital structure of the public parent. All shares, equity instruments and per-share amounts have been retrospectively adjusted to reflect the merger exchange ratio and the 1-for-8 reverse stock split effected on June 1, 2026. Following the Merger, the Company continued to use the fiscal year-end of Legacy House of Doge for financial reporting purposes; therefore, beginning with this Quarterly Report on Form 10-Q, the Company’s interim and annual financial statements are presented based on the accounting acquirer’s fiscal year, with comparative periods presented in accordance with applicable SEC reporting requirements and reflecting the historical financial information of Legacy House of Doge prior to the Merger. |
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| Basis of Consolidation | b) Basis of Consolidation
As a result of the Merger, Brag House Inc. (“BHI”), a Delaware Corporation and Brag House, Ltd. (“BHL”), a United Kingdom entity, continues to be wholly owned subsidiaries of the Company. The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: House of Doge (U.S.) Inc. (formerly House of Doge Inc.), Dogecoin Ventures Inc., The Official Dogecoin Treasury and Reserve Inc., House of Doge Canada Inc., Brag House, Inc. and Brag House, Ltd. All significant intercompany accounts, balances and transactions have been eliminated in consolidation.
The Company consolidates a legal entity when it has a controlling financial interest in that entity. For entities evaluated under the voting-interest model, a controlling financial interest generally exists when the Company owns, directly or indirectly, more than 50% of the outstanding voting interests or otherwise has the ability to control the entity. The Company also evaluates its interests in legal entities under the variable-interest-entity model. A variable interest entity is consolidated when the Company is its primary beneficiary because the Company has both (i) the power to direct the activities that most significantly affect the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity.
Subsidiaries are included in the consolidated financial statements from the date control is obtained and cease to be consolidated when control is lost. Investments over which the Company has the ability to exercise significant influence, but not control, are accounted for using the equity method. Other investments are accounted for under the applicable U.S. GAAP guidance based on the nature and terms of the instrument. The assets acquired and liabilities assumed of Brag House were included in the unaudited interim condensed consolidated statement of financial position as of June 30, 2026, and its results of operations are included beginning on the acquisition date. Because the acquisition closed on the last day of the quarter, Brag House contributed no material post-acquisition operating results for the three months ended June 30, 2026. |
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| Use of Estimates | c) Use of Estimates
The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods.
Significant estimates and judgments include, but are not limited to, the Company’s assessment of its ability to continue as a going concern; revenue recognition, including variable and non-cash consideration, principal-versus-agent conclusions, contract modifications and the release of contract liabilities; expected credit losses on accounts receivable; the classification and fair value of equity securities, debt securities, warrant assets, warrant liabilities and convertible debt measured under the fair value option; significant unobservable inputs used in Level 3 fair value measurements; equity-method accounting, purchase-date basis differences and impairment of equity-method investments; business-combination accounting, including identification of the accounting acquirer, measurement of consideration transferred, valuation of assets acquired and liabilities assumed, replacement awards, deferred taxes and goodwill; the fair value of digital assets; share-based compensation; useful lives and impairment of intangible assets; the present value and classification of the license contract liability; recoverability of prepaid assets and investment-related deposits; accounting for debt instruments and related financing costs; income taxes; and accrued liabilities and contingencies.
Management bases its estimates on historical experience, observable market information, current economic and market conditions, forecasts and other assumptions that it believes are reasonable under the circumstances. Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively in the period in which the estimate is revised and in any future periods affected. Actual results may differ from these estimates, and such differences could be material to the consolidated financial statements. |
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| Significant Accounting Policies | d) Significant Accounting Policies
(i) Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring control of promised services to a customer in an amount that reflects the consideration to which the Company expects to be entitled. The Company applies the five-step revenue model by identifying the contract and performance obligations, determining and allocating the transaction price, and recognizing revenue as the performance obligations are satisfied.
Service arrangements and variable consideration
The Company’s revenue arrangements principally consist of exchange-traded product and exchange-traded fund (“ETP/ETF”) support services and may include asset management, strategic advisory, licensing, marketing, operational and other stand-ready support services. Integrated activities that are not separately identifiable are accounted for as a single performance obligation, or as a series of substantially similar services, satisfied over time because the customer receives and consumes the benefits as the Company performs. Revenue is generally recognized based on time elapsed, the service period completed or, when applicable, the amount to which the Company has a right to invoice. The Company’s asset-management and strategic-advisory arrangements with CleanCore were terminated effective March 6, 2026 and had no substantive remaining performance obligations during the three months ended June 30, 2026.
Consideration may be variable based on assets under management, sponsor or management fees, product activity or the applicable service period. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty is resolved. Variable fees that relate specifically to a distinct service period are allocated to and recognized in that period when the related services have been provided and the contractual inputs are known or reliably determinable. Principal-versus-agent presentation
For arrangements involving another service provider, the Company identifies each specified service and evaluates whether it controls that service before transfer to the customer. The Company recognizes revenue on a gross basis for services it controls and for which it is primarily responsible, limited to the consideration to which it is contractually entitled. Amounts attributable to services controlled by another party are excluded from revenue or recorded as payable when collected on that party’s behalf. Distinct product operating services separately obtained from a customer or service provider are recorded as cost of services when the amount does not exceed fair value; otherwise, the applicable amount is recorded as a reduction of revenue.
Non-cash consideration, contract changes and contract balances
Non-cash consideration, including warrants or digital assets, is measured at fair value in accordance with ASC 606 when included in the transaction price. When consideration is received before the related services are transferred, the Company records a contract liability within deferred revenue and recognizes revenue as the services are performed. Subsequent changes in the fair value of the non-cash asset that result solely from the form of consideration are accounted for under the applicable financial instrument or digital asset guidance and are not included in revenue.
The Company evaluates contract modifications, terminations and customer unexercised rights based on the remaining enforceable rights and substantive performance obligations. Consideration is recognized when the Company has no remaining substantive obligation and its right to retain the consideration is unconditional. Amounts related to customer unexercised rights are recognized as breakage in proportion to rights exercised when estimable, or when the likelihood that the customer will exercise the remaining rights becomes remote.
A receivable is recognized when the Company has an unconditional right to consideration. A contract asset is recognized when the right to consideration remains conditional on something other than the passage of time, and a contract liability is recognized when consideration is received or becomes due before the related services are transferred. Accounts receivable and contract assets are evaluated for expected credit losses under ASC 326, Financial Instruments - Credit Losses, considering customer credit quality, aging, historical collection experience, current conditions and reasonable and supportable forecasts. (ii) Cash and Concentration of Credit Risk
Cash consists of unrestricted demand deposits maintained with commercial banks and amounts held in legal trust accounts by external counsel for the benefit of the Company, and unrestricted U.S. dollar fiat balances maintained in accounts with digital asset trading and custody service providers that are available for withdrawal on demand. Amounts held in legal trust accounts represent funds held on behalf of the Company, are not commingled with other clients’ funds, and are fully accessible for use by the Company in accordance with legal and contractual terms. The Company considers these balances to be part of its cash. At March 31, 2026, the Company held approximately $1.5 million of U.S. dollar fiat currency in its account with Bitstamp, a digital asset trading platform. The balance did not represent digital assets or cryptocurrency and was available for withdrawal by the Company. Accordingly, the balance was included in cash and cash equivalents in the consolidated balance sheet. Amounts subject to contractual, legal or other withdrawal restrictions, if any, are excluded from cash and cash equivalents and presented separately based on the nature of the restriction. The Company did not hold material short-term investments qualifying as cash equivalents as of June 30, 2026 or March 31, 2026.
The Company maintains cash balances with financial institutions in the United States and Canada. At March 31, 2026, the Company also maintained fiat currency through a digital asset trading and custody service provider. Deposits maintained directly with commercial banks may, at times, exceed amounts insured by the Federal Deposit Insurance Corporation or other applicable deposit-insurance programs. Fiat balances maintained through digital asset trading or custody platforms are subject to additional counterparty, custodial, operational and insolvency risks and may not have the same deposit-insurance protections as amounts deposited directly by the Company with an insured commercial bank. The Company manages its concentration of credit risk by maintaining relationships with counterparties and placing funds with institutions that management believes to be creditworthy, monitoring counterparty credit quality and liquidity, considering the safeguarding arrangements applicable to funds held by service providers, and diversifying banking and custody relationships when considered appropriate. Although the Company believes that its cash-management arrangements are appropriate, and its cash is subject to minimal credit risk, it still remains exposed to the risk of loss or delayed access to funds in the event of financial distress, insolvency, operational failure or other disruption of a banking or custody service provider. There is no assurance that the financial institutions will remain solvent or that access to funds will be uninterrupted. The Company has not experienced losses on its cash deposits. (iii) Digital Assets
The Company accounts for directly held crypto assets that meet the scope criteria of ASC 350-60, Intangibles - Goodwill and Other - Crypto Assets. When held, the Company’s crypto assets consist solely of Dogecoin. The Company has ownership of and control over its digital assets and may use qualified third-party custodians or wallets to safeguard those assets. Digital assets are not cash or financial instruments under U.S. GAAP and are presented separately in the consolidated balance sheets.
Purchased digital assets are initially recognized at their acquisition-date fair value and transaction costs are expensed as incurred. Digital assets received as non-cash consideration are initially measured at fair value in accordance with the guidance applicable to the underlying transaction. Thereafter, digital assets are measured at fair value at each reporting date, with changes in fair value recognized in earnings within the change in fair value of digital assets. Upon sale, transfer or use of digital assets as consideration, the difference between the proceeds or fair value of consideration transferred and the carrying amount of the assets is recognized in earnings. The Company uses the weighted-average-cost method to track historical cost basis for disposition and disclosure purposes.
Fair value is determined in accordance with ASC 820, Fair Value Measurement, using quoted prices in the principal market to which the Company has access at the measurement date. During periods in which the Company held Dogecoin, the Company determined Coinbase Exchange to be its principal market for Dogecoin based on its assessment of the volume and level of activity in markets accessible to the Company. Accordingly, the Company measures the fair value of Dogecoin using the quoted, unadjusted DOGE-USD price on Coinbase Exchange at the applicable measurement date. Because these quoted prices are observable in an active market for an identical asset, the resulting fair value measurements are classified within Level 1 of the fair value hierarchy. The Company periodically reassesses its principal market determination and will update the selected market if facts and circumstances indicate that another accessible market has the greatest volume and level of activity for Dogecoin. The Company held digital assets as of June 30, 2026 or March 31, 2026. (iv) License Contract Liability
In connection with the Company’s exclusive trademark license agreement, the Company is obligated to make fixed minimum royalty payments of $200,000 per month during the initial five-year contractual term. At contract inception, the Company recognized a license payment obligation for the present value of the fixed minimum payments, using an annual incremental borrowing rate of 18.5%. The corresponding amount formed part of the initial cost of the finite-lived trademark license. The balance is presented in the consolidated balance sheets as a license contract liability; however, it represents a contractual financing and payment obligation and is not a contract liability arising from a customer contract under ASC 606, Revenue from Contracts with Customers.
The license contract liability is subsequently measured at amortized cost. The carrying amount is increased for the accretion of the discount using the effective-interest method, with the accretion recognized as finance expense, and is reduced by the required minimum royalty payments. The obligation is classified between current and noncurrent portions based on the contractual payment dates. Royalties payable in excess of the fixed minimum payments, if any, are recognized as incurred based on the related licensed sales.
(v) Equity Guarantee Liability
The original trademark license agreement included an equity guarantee that required the Company to take the actions necessary for the licensors to hold at least 9.99% of the Company’s common shares immediately following a qualifying go-public event. The guarantee was accounted for as liability-classified share-based consideration under ASC 718, Compensation - Stock Compensation. The initial fair value was included in the cost of the trademark license, and the liability was re-measured at fair value through earnings until settlement. The guarantee was settled in June 2025, and no equity-guarantee liability was recognized as of June 30, 2026 or March 31, 2026. (vi) Financial Assets and Financial Liabilities
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of an instrument. Except where another U.S. GAAP measurement requirement applies, financial instruments are initially measured at fair value. Directly attributable transaction costs are included in the initial carrying amount of instruments that are not subsequently measured at fair value through net income and are expensed as incurred for instruments measured at fair value through net income. Trade receivables arising from contracts with customers are initially measured at the transaction price in accordance with ASC 606.
Subsequent measurement is based on the nature and contractual terms of the instrument. Cash, accounts receivable, accounts payable and accrued liabilities, conventional short-term debt and the license contract liability are generally carried at amortized cost, subject to applicable credit-loss, interest-accretion and impairment guidance. Equity securities, debt securities, warrant assets, equity-method investments, convertible debt elected under the fair value option and warrant derivative liabilities are accounted for under the applicable investment, derivative, fair-value and equity-method guidance described in the Company’s other significant accounting policies and related notes.
A financial asset is derecognized when the contractual rights to cash flows expire, upon settlement, or when the asset is transferred and the transfer qualifies for sale accounting under ASC 860, Transfers and Servicing. A financial liability is derecognized when it has been extinguished because the obligation has been paid, cancelled or legally released in accordance with ASC 405, Liabilities. Financial assets and liabilities are presented on a net basis only when the Company has a valid and enforceable right of setoff, the amounts are determinable, and the Company intends either to settle on a net basis or to realize the asset and settle the liability simultaneously in accordance with ASC 210-20, Balance Sheet - Offsetting.
(vii) Intangible Assets
Acquired intangible assets with finite useful lives are recorded at cost, net of accumulated amortization and impairment losses. The cost of an acquired intangible asset includes cash and non-cash consideration and the present value of fixed contractual payment obligations when required by U.S. GAAP. Finite-lived intangible assets are amortized over the shorter of their estimated economic useful lives and contractual terms using the straight-line method unless another pattern better reflects the consumption of economic benefits. Amortization begins when the asset is available for its intended use. The Company reviews the useful life and amortization method at least annually and accounts for changes in estimates prospectively.
Finite-lived intangible assets are evaluated for impairment under ASC 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability is assessed by comparing the carrying amount of the asset or asset group with the undiscounted cash flows expected from its use and eventual disposition. If the carrying amount is not recoverable, an impairment loss is recognized for the excess of the carrying amount over fair value. Impairment losses for finite-lived intangible assets are not subsequently reversed.
The Company evaluates software development costs based on the intended use of the software. Costs incurred during preliminary project planning, research and development, data conversion, training, maintenance and post-implementation activities are expensed as incurred. Qualifying application-development costs for internal-use software are capitalized only after the preliminary project stage is completed, management authorizes and commits to funding the project, and completion and use of the software as intended are probable. Costs of software to be sold, leased or otherwise marketed are expensed as research and development until technological feasibility is established in accordance with ASC 985-20, Software - Costs of Software to Be Sold, Leased, or Marketed. No internally developed software costs met the applicable capitalization criteria as of June 30, 2026 or March 31, 2026; accordingly, such costs were expensed as incurred. (viii) Foreign Currency Translation
The unaudited interim condensed consolidated financial statements are presented in U.S. dollars, which is the reporting currency of the Company. The functional currency of the Company and its subsidiaries is the U.S. dollar, except for House of Doge Canada Inc., whose functional currency is the Canadian dollar.
The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. For a consolidated subsidiary whose functional currency is not the U.S. dollar, assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance-sheet date, revenues and expenses are translated at appropriate average exchange rates for the period, and equity transactions are translated at historical exchange rates. Resulting translation adjustments are recognized in other comprehensive income and accumulated in accumulated other comprehensive income. The effect of exchange rate changes on cash is presented separately in the unaudited interim condensed consolidated statement of cash flows.
Transactions denominated in a currency other than an entity’s functional currency are initially recorded using the exchange rate on the transaction date. At each reporting date, foreign-currency-denominated monetary assets and liabilities are remeasured using closing exchange rates, while nonmonetary assets and liabilities carried at historical cost remain translated at historical rates unless another U.S. GAAP measurement basis applies. Transaction gains and losses are recognized in earnings within foreign exchange gain or loss. The Company did not use foreign exchange contracts to hedge its currency exposure during either interim period.
(ix) Accounts Receivable and Allowance for Credit Losses
Accounts receivable primarily consist of unconditional rights to consideration arising from contracts with customers for ETP/ETF support and other services. A right to consideration is unconditional when only the passage of time is required before payment is due. Accounts receivable are recognized at the amount invoiced or otherwise due under the contract and are carried at amortized cost, net of an allowance for credit losses. Contract assets, if any, represent conditional rights to consideration and are presented separately from accounts receivable. The Company applies the practical expedient in ASC 606 and does not adjust consideration for a significant financing component when, at contract inception, the period between transfer of the service and payment is expected to be one year or less.
The Company estimates expected credit losses on accounts receivable and contract assets in accordance with ASC 326, Financial Instruments - Credit Losses. The allowance represents management’s estimate of credit losses expected over the contractual life of the receivables. The estimate considers information available at each reporting date, including the aging of balances, historical collection experience, customer-specific creditworthiness and payment history, the existence of disputes, current economic conditions, and other relevant qualitative and quantitative factors. Receivables that do not share similar risk characteristics are evaluated individually. Changes in the allowance are recognized in credit loss expense.
Accounts receivable are written off against the allowance when collection is no longer expected based on management’s assessment of the facts and circumstances and after reasonable collection efforts. Recoveries of amounts previously written off are recognized when received. No allowance for expected credit losses was recorded as of June 30, 2026 or March 31, 2026.
(x) Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities are recognized when the Company has received goods or services or otherwise has a present obligation, and the amount can be reasonably estimated. Accounts payable are recorded at invoiced or contractual amounts. Accrued liabilities include estimates for services received but not yet invoiced, payroll and employee-related obligations, financing and professional fees, investment-related amounts and other obligations. Estimates are based on contractual terms, vendor communications, service periods, historical experience and other available information and are reviewed and adjusted as additional information becomes available. Because these obligations are generally short term, their carrying amounts are approximately fair value. (xi) Investments and Investment-Related Financial Instruments
The Company determines the accounting model for each investment at initial recognition based on the legal form and substantive terms of the instrument, the Company’s level of control or influence over the investee, and whether the instrument is an equity security, debt security, derivative instrument, or equity-method investment. The Company first evaluates whether an investee is required to be consolidated under ASC 810, Consolidation. Interests that are not consolidated are accounted for under the applicable guidance in ASC 323, Investments - Equity Method and Joint Ventures; ASC 321, Investments - Equity Securities; ASC 320, Investments - Debt Securities; ASC 815, Derivatives and Hedging; and ASC 825, Financial Instruments.
Equity securities (ASC 321 and ASC 825)
Equity securities with readily determinable fair values are measured at fair value at each reporting date, with changes in fair value recognized in net income. Equity securities without readily determinable fair values are measured using the measurement alternative at cost, less impairment, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer, unless the Company elects the fair value option for an eligible instrument under ASC 825. Changes resulting from observable price adjustments, impairment, or subsequent fair value measurement are recognized in earnings. For equity securities measured using the measurement alternative, the Company performs a qualitative impairment assessment at each reporting date. If the qualitative assessment indicates that the investment is impaired, the investment is written down to fair value, and the impairment loss is recognized in earnings. When a privately held equity security subsequently obtains a readily determinable fair value, the Company begins measuring the security at fair value through net income from that date.
Debt securities (ASC 320 and ASC 326)
Debt securities classified as available-for-sale are measured at fair value. Interest income and the amortization or accretion of premiums and discounts are recognized in earnings using the effective-interest method. Unrealized gains and losses that are not credit-related are recognized in other comprehensive income and accumulated other comprehensive income until realized. Realized gains and losses are recognized in earnings upon sale, settlement, conversion, or other derecognition. The Company evaluates available-for-sale debt securities for credit losses in accordance with ASC 326, Financial Instruments—Credit Losses. If the Company intends to sell a security, or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, the amortized cost basis is written down to fair value through earnings. Otherwise, the credit-related portion of a decline in fair value is recognized through an allowance for credit losses, limited to the amount by which fair value is below amortized cost and the non-credit portion remains in other comprehensive income.
Convertible instruments and bundled investment transactions (ASC 320, ASC 321, ASC 815 and ASC 825)
Convertible debentures are accounted for as debt securities unless another accounting model is required by their terms. Embedded conversion, redemption, put, call, default and other settlement features are evaluated under ASC 815 to determine whether they require separate accounting as derivatives. If a feature is not bifurcated, it is accounted for together with the host instrument under the applicable debt-security guidance. When debt securities, preferred shares, warrants, or other financial instruments are acquired in a single transaction, the consideration transferred is allocated among the instruments using the allocation method required by the applicable U.S. GAAP guidance, based on the instruments’ respective fair values or an applicable residual approach. Each instrument is subsequently accounted for under its applicable accounting model. Preferred shares are accounted for as equity securities under ASC 321 or, when elected and eligible, at fair value under ASC 825, with changes in fair value recognized in earnings. Warrant assets and non-cash consideration received from customers (ASC 815, ASC 820 and ASC 606)
Freestanding warrants are evaluated under ASC 815. Warrant assets that meet the definition of a derivative are recognized at fair value, with changes in fair value recognized in earnings, unless designated in a qualifying hedge relationship. When quoted market prices for the warrants are not available, fair value is estimated using valuation techniques consistent with ASC 820, including option-pricing models such as Black-Scholes and other market-participant assumptions. Upon exercise, a warrant is remeasured immediately before exercise and its carrying amount is reclassified to the underlying equity security received.
Warrants received as non-cash consideration from a customer for goods or services are initially accounted for under ASC 606, Revenue from Contracts with Customers. When the warrants are received before the related performance obligation is satisfied, the Company records the warrant asset and a corresponding contract liability measured at the fair value of the non-cash consideration in accordance with the applicable guidance. Once the Company’s right to receive or retain the warrants is unconditional, the warrants are subsequently accounted for under the applicable financial instrument guidance. Subsequent changes in the fair value of the warrants are excluded from revenue and recognized in earnings. The related contract liability is recognized as revenue as the promised services are transferred or when the remaining performance obligation is extinguished or released and the consideration is nonrefundable and not subject to claw back.
Equity-method investments (ASC 323 and ASC 810)
Investments in entities over which the Company has the ability to exercise significant influence, but not control, are accounted for using the equity method under ASC 323. Significant influence is evaluated based on all facts and circumstances, including ownership percentage, board representation, participation in policy-making processes, material transactions, interchange of managerial personnel, technological dependency, and other governance or contractual rights. Consolidation is evaluated before application of the equity method under the voting-interest and variable-interest-entity models in ASC 810.
Equity-method investments are initially recorded at cost and subsequently adjusted for the Company’s share of the investee’s earnings or losses, distributions received, additional contributions, basis-difference adjustments, and impairment. The difference between the cost of an equity-method investment and the Company’s share of the underlying equity in the investee’s net assets is allocated to identifiable assets and liabilities as if the investee were consolidated. Identifiable basis differences are amortized, accreted, or otherwise recognized over the periods in which the related assets are consumed or liabilities are settled. Any residual equity-method goodwill is included in the carrying amount of the investment and is not separately amortized or separately tested for impairment.
The Company discontinues recognition of additional equity-method losses when the carrying amount of the investment and any other interests that are in substance common stock are reduced to zero, unless the Company has guaranteed obligations of the investee, is otherwise committed to provide further financial support, or has incurred obligations on behalf of the investee. Unrecognized losses are tracked and are recognized before the Company resumes recognizing its share of future earnings.
The Company evaluates an equity-method investment for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If a decline in value below carrying amount is determined to be other than temporary, the investment is written down to fair value, and the impairment loss is recognized in earnings. The resulting carrying amount becomes the new cost basis and is not subsequently increased for a recovery in fair value. Fair value used in an impairment measurement is determined under ASC 820 and may represent a nonrecurring Level 3 measurement.
Investment-related deposits and purchase commitments (ASC 450 and ASC 855)
Cash advances made before the Company obtains substantive ownership, voting, governance, liquidation, or other economic rights in an investee are recorded as investment-related deposits within prepaid and other assets. Such deposits are carried at cost, assessed for recoverability at each reporting date, and reclassified to an investment when the underlying transaction closes and the applicable recognition criteria are met. Amounts that are refundable or expected to be applied against future contractual payments remain classified as deposits until settled or otherwise resolved.
Executory commitments to acquire investments are generally not recognized as an asset or liability before the related subscription, trade, or settlement obligation is executed and accepted, unless the arrangement meets the definition of a derivative or a loss contingency is probable and reasonably estimable under ASC 450, Contingencies. Purchases and sales of exchange-traded securities are recognized on the trade date. Events occurring after the balance-sheet date are evaluated under ASC 855, Subsequent Events, to determine whether they provide additional evidence of conditions existing at the reporting date or represent non-recognized subsequent events requiring disclosure. (xii) Fair Value Measurements (ASC 820)
Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. The classification of an instrument within the hierarchy is reassessed at each reporting date.
Fair value measurements are classified in a three-level hierarchy based on the lowest-level input that is significant to the measurement in its entirety:
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available, including market approaches, discounted cash flow models, option-pricing models, back-solve methods and probability-weighted expected return methods. Changes in valuation techniques or their application are made when the change results in a measurement that is equally or more representative of fair value. Transfers between levels are recognized in the period in which the event or change in circumstances causing the transfer occurs.
(xiii) Presentation and Classification
Changes in the fair value of equity securities and derivative warrant assets, observable-price adjustments, and investment impairment losses are recognized in loss (gain) on change in fair value of investments or another appropriate line item in the unaudited interim condensed consolidated statements of operations and comprehensive loss. The Company’s share of the earnings or losses of equity-method investees is presented separately from fair value changes. Noncredit unrealized gains and losses on available-for-sale debt securities are reported in other comprehensive income, net of tax, until realized or otherwise reclassified in accordance with U.S. GAAP.
Investments are classified as current or noncurrent based on the contractual maturity of the instrument, restrictions on realization, and management’s intent and ability to hold or realize the investment. Debt securities with contractual maturities within twelve months of the balance sheet date and investments expected to be realized within the operating cycle are generally classified as current; other investments are classified as noncurrent.
Financial assets pledged as collateral remain recognized unless the transfer qualifies for derecognition under ASC 860. Pledged assets and the related borrowings are presented gross unless the offsetting criteria in ASC 210-20 are met. Debt is classified as current unless the Company has an unconditional right to defer settlement for more than twelve months after the balance-sheet date.
(xiv) Convertible Debt, Fair Value Option and Warrant Liabilities
Convertible debt instruments are evaluated under ASC 470, Debt, and ASC 815, Derivatives and Hedging, to determine whether embedded conversion, redemption, put, call, default or other settlement features require separate accounting. For eligible instruments, the Company may elect the fair value option under ASC 825, Financial Instruments, on an instrument-by-instrument basis at initial recognition. An instrument for which the fair value option is elected is measured in its entirety at fair value at each reporting date. Changes in fair value are recognized in earnings, except for the portion attributable to instrument-specific credit risk that is recognized in other comprehensive income when required by ASC 825. Upfront fees and issuance costs related to debt measured under the fair value option are expensed as incurred unless another U.S. GAAP requirement applies.
Freestanding warrants and other equity-linked contracts that do not qualify for equity classification under ASC 815-40 are accounted for as derivative liabilities. Warrant derivative liabilities are initially and subsequently measured at fair value, with changes in fair value recognized in earnings. Fair value may be estimated using probability-weighted expected return methods, Monte Carlo simulation or other valuation techniques that reflect market-participant assumptions. (xv) Deferred Financing and Offering Costs
Direct and incremental costs incurred in connection with a probable equity offering are deferred and subsequently recorded as a reduction of the related equity proceeds when the offering is completed. Costs associated with an abandoned equity offering are expensed. Debt issuance costs for debt not measured at fair value are generally presented as a direct deduction from the carrying amount of the related debt and amortized to interest expense over the contractual term using the effective-interest method. Debt issuance costs associated with revolving credit arrangements may be presented as an asset and amortized over the arrangement term. Costs related to debt measured under the fair value option are expensed as incurred. Acquisition-related costs are accounted for separately from financing and equity issuance costs as described below.
(xvi) Reverse Recapitalization
The Company accounts for reverse recapitalization transactions in accordance with ASC 805, Business Combinations. In determining the accounting acquirer, the Company considers the relevant facts and circumstances, including the relative voting rights of the shareholders of the combined company, the composition of the governing body and senior management of the combined company, the relative size of the combining entities and other pertinent factors.
On June 30, 2026, the Company completed a transaction that was accounted for as a reverse recapitalization. Although Brag House was the legal acquirer in the transaction, House of Doge was determined to be the accounting acquirer and Brag House was determined to be the accounting acquiree for financial reporting purposes. Because Brag House did not meet the definition of a business under ASC 805, the transaction was not accounted for as a business combination and no goodwill or other intangible assets were recognized as a result of the transaction.
The reverse recapitalization was accounted for as the equivalent of House of Doge issuing equity interests for the net assets of Brag House, accompanied by a recapitalization. Accordingly, the identifiable net assets of Brag House were recognized at their historical carrying amounts as of the transaction date, consistent with the accounting treatment for a reverse recapitalization.
The unaudited interim condensed consolidated financial statements following the reverse recapitalization represent a continuation of the financial statements of House of Doge, the accounting acquirer, with the assets and liabilities of Brag House, the accounting acquiree, included beginning on June 30, 2026. The historical operations presented for periods prior to the transaction are those of House of Doge.
The equity structure presented in the unaudited interim condensed consolidated financial statements reflects the legal equity structure of Brag House, including the number and type of equity interests issued and outstanding. Accordingly, the historical equity accounts of House of Doge have been retrospectively adjusted for all periods presented to reflect the legal capital structure of Brag House after giving effect to the exchange ratio established in the transaction.
(xvii) Impairment of Long-Lived Assets
The Company evaluates long-lived assets to be held and used, including property and equipment and finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
When a potential impairment indicator exists, recoverability is assessed by comparing the carrying amount of the asset group with the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If the carrying amount is not recoverable, an impairment loss is recognized for the amount by which the carrying amount exceeds fair value. Fair value is determined using market-participant assumptions and may be estimated using discounted cash flow techniques, observable market information, independent appraisals or other valuation methods appropriate under ASC 820, Fair Value Measurement. Impairment losses recognized for assets held and used are not subsequently reversed.
Long-lived assets that meet the criteria to be classified as held for sale are presented separately and measured at the lower of carrying amount or fair value less cost to sell. Impairment of goodwill, equity-method investments, equity securities, debt securities and other financial assets is evaluated under the accounting guidance applicable to those instruments and is not included in this long-lived-asset policy. No impairment loss was recognized under ASC 360 for the Company’s property and equipment or finite-lived trademark license during the three months ended June 30, 2026 or the year ended March 31, 2026.
(xviii) Property and Equipment, Net
Property and equipment consist principally of computer and office equipment and are recorded at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over an estimated useful life of three years. Upon retirement or disposal, the cost of the asset and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in operations. Maintenance and repair costs are expensed as incurred, while expenditures that extend the useful life or improve the functionality of the equipment are capitalized. (xix) Capital Stock
Following the Merger, the Company is authorized to issue 250,000,000 shares of common stock and 25,000,000 shares of preferred stock, each with a par value of $0.0001 per share. Of the authorized preferred stock, 200,000 shares are designated as Series A Convertible Preferred Stock, 15,000 shares as Series B Convertible Preferred Stock and 65 shares as Series C Convertible Preferred Stock (“Series C Preferred Stock”). Common stock is recorded at par value and proceeds or the fair value of non-cash consideration in excess of par value are recorded in additional paid-in capital. Preferred stock is classified as permanent equity unless its terms require liability or temporary-equity classification under U.S. GAAP. The Company evaluates conversion, redemption, settlement, participation and other features of preferred stock and other equity-linked instruments under the applicable guidance.
Direct and incremental costs incurred to complete an equity issuance are recorded as a reduction of the related equity proceeds. Equity issuance costs associated with an offering that is abandoned are expensed when the offering is no longer considered probable. Common shares repurchased and held are recorded as treasury shares at cost. When repurchased shares are immediately retired or cancelled, the recorded amount associated with the shares is removed from stockholders’ equity and any excess of the repurchase price over that amount is charged to additional paid-in capital or accumulated deficit, as applicable.
(xx) Stock-Based Compensation
The Company accounts for stock-based compensation under ASC 718, Compensation - Stock Compensation. Equity-classified awards are measured at grant-date fair value and compensation expense is recognized over the requisite service period, generally using the straight-line method for awards with graded vesting unless another attribution method is required. Liability-classified awards are remeasured at fair value at each reporting date until settlement. For awards with performance conditions, expense is recognized when achievement of the condition is probable. The Company recognizes forfeitures as they occur.
The fair value of restricted stock units is generally based on the fair value of the underlying common stock on the grant date. The fair value of stock options and warrants granted as compensation is estimated using an option-pricing model, such as Black-Scholes or a binomial lattice model, using assumptions including expected volatility, expected term, risk-free interest rate and dividend yield. Because the Company has limited historical trading data, expected volatility and exercise behavior may be based in part on comparable public companies and other market-participant information.
(xxi) Income Taxes
The Company accounts for income taxes using the asset-and-liability method under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax-credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the periods in which the temporary differences are expected to reverse or the carryforwards are expected to be realized. The effect of a change in enacted tax rates or tax laws is recognized in income from continuing operations in the period of enactment.
A valuation allowance is recorded when, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of a deferred tax asset will not be realized. In assessing realizability, management considers, among other factors, cumulative losses, the scheduled reversal of deferred tax liabilities, projected future taxable income, available carryforward periods and prudent and feasible tax-planning strategies. The need for and amount of a valuation allowance are reassessed at each reporting date.
The Company recognizes the financial statement benefit of a tax position only when it is more likely than not, based on the technical merits of the position, that the position will be sustained upon examination. A recognized tax benefit is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Interest and penalties associated with uncertain tax positions, if any, are recognized within income tax expense.
For interim reporting, the Company records income tax expense or benefit using the estimated annual effective tax rate applied to year-to-date ordinary income or loss, adjusted for discrete items recognized in the period in which they occur. The Company maintains a valuation allowance against deferred tax assets to the extent realization is not more likely than not and reassesses the allowance and uncertain tax positions at each reporting date. (xxii) Net Income (Loss) Per Share
Basic net income (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The Series C Preferred Stock is a participating security because its holders are entitled to dividends on an as-converted basis when dividends are declared on common stock. Accordingly, net income is allocated between common stock and Series C Preferred Stock using the two-class method. Net losses are not allocated to Series C Preferred Stock because its holders are not contractually obligated to share in the Company’s losses. Fully vested restricted stock units that are noncontingently issuable are included in the basic weighted-average share denominator from their respective vesting dates until settlement in common shares.
Diluted net income (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, converted or settled. Potential common shares are generally included using the treasury-stock method for share-based awards and warrants and the if-converted method for convertible debt and preferred stock, when applicable. Potential common shares are excluded when their effect would be anti-dilutive. Because the Company reported a net loss for the three months ended June 30, 2026 and 2025, unvested RSUs were excluded from diluted net loss per share, and basic and diluted net loss per share were the same.
(xxiii) Segments
The Company identifies operating segments in accordance with ASC 280, Segment Reporting. An operating segment is a component of the Company for which discrete financial information is available and whose operating results are regularly reviewed by the chief operating decision maker to assess performance and allocate resources. Reportable segments are determined based on the nature of products and services, customer characteristics, economic characteristics, internal management structure and the quantitative thresholds and aggregation criteria in ASC 280.
The Company manages its operations and evaluates financial performance on a consolidated basis and has determined that it operated as one operating and reportable segment for the three months ended June 30, 2026 and 2025. The Company applies the segment disclosure requirements applicable to an entity with a single reportable segment, including disclosure of significant segment expenses regularly provided to the chief operating decision maker, its Chief Executive Officer, who reviews financial information on a consolidated basis to assess performance and allocate resources. when required. The Company reassesses its operating and reportable segment conclusions when its business activities, organizational structure or internal financial reporting changes. |
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| New Accounting Pronouncements | e) New Accounting Pronouncements
Recently Issued but not yet Adopted Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU-2024-03”), which requires all public entities to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses. The amendments are effective for the Company in fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 27, 2027. Early adoption is permitted on either a prospective or retrospective basis. The Company is currently evaluating the guidance and its impact on the financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 updates the accounting for costs related to the development of internal-use software to reflect the evolution of software development from a sequential to an agile development method by removing references to project stages in the existing guidance and requiring capitalization of software costs when management has authorized and committed to funding a software project and it is probable that the project will be completed and the software will be used as intended. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027. Early adoption is permitted as of the beginning of a fiscal year. The Company is currently evaluating the guidance and its impact on the financial statements.
Other recently issued accounting standards: The Company has evaluated other accounting standards updates issued through the date the consolidated financial statements were issued, including guidance relating to ASU 2024-04 - Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, ASU 2025-11 - Interim Reporting (Topic 270): Narrow-Scope Improvements and ASU 2025-12 - Codification Improvements, and does not currently expect those standards to have a material impact on its consolidated financial statements or related disclosures. |