Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Brag House Holdings, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
104813209 (CUSIP Number) |
10/08/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 104813209 |
| 1 | Names of Reporting Persons
Akaa Family LLLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,061,571.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.67 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Anthony Perera is the Manager of Akaa Family LLLP ("Akaa") and exercises voting and dispositive power over the shares of common stock held by Akaa. Mr. Perera does not directly own any of the shares held by Akaa and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The number of shares represented by the amount in Rows 6, 8 and 9 exclude 1,061,571 shares of the Issuer's common stock that may be purchased by exercising the Issuer's PIPE warrants held by Akaa. The PIPE Warrants are not exercisable within 60 days due to the 4.99% beneficial ownership limitations or "blockers," set forth in the applicable Securities Purchase Agreement, which provides that Akaa may not exercise the PIPE warrants for shares of common stock to the extent that, upon giving effect to such exercise Akaa would beneficially own greater than 4.99% of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of calculating the blockers, the number of shares of common stock beneficially owned by Akaa shall include the number of shares of common stock issuable upon exercise of the PIPE warrants with respect to which such determination is being made, but will exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such warrant beneficially owned by Akaa and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Akaa. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker pursuant to Rule 13d-3(d)(1)(i). The percent of class represented by the amount in Row 11 is based on 10,972,588 shares of the Issuer's common stock issued and outstanding as of September 25, 2025, as reported in the Issuer's Prospectus on Form 424B3 filed with the SEC on September 26, 2025.
SCHEDULE 13G
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| CUSIP No. | 104813209 |
| 1 | Names of Reporting Persons
Anthony Perera | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,061,571.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.67 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Anthony Perera is the Manager of Akaa Family LLLP ("Akaa") and exercises voting and dispositive power over the shares of common stock held by Akaa. Mr. Perera does not directly own any of the shares held by Akaa and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The number of shares represented by the amount in Rows 6, 8 and 9 exclude 1,061,571 shares of the Issuer's common stock that may be purchased by exercising the Issuer's PIPE warrants held by Akaa. The PIPE Warrants are not exercisable within 60 days due to the 4.99% beneficial ownership limitations or "blockers," set forth in the applicable Securities Purchase Agreement, which provides that Akaa may not exercise the PIPE warrants for shares of common stock to the extent that, upon giving effect to such exercise Akaa would beneficially own greater than 4.99% of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of calculating the blockers, the number of shares of common stock beneficially owned by Akaa shall include the number of shares of common stock issuable upon exercise of the PIPE warrants with respect to which such determination is being made, but will exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such warrant beneficially owned by Akaa and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Akaa. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker pursuant to Rule 13d-3(d)(1)(i). The percent of class represented by the amount in Row 11 is based on 10,972,588 shares of the Issuer's common stock issued and outstanding as of September 25, 2025, as reported in the Issuer's Prospectus on Form 424B3 filed with the SEC on September 26, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Brag House Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
45 Park Street, Montclair, NJ 07042 | |
| Item 2. | ||
| (a) | Name of person filing:
Akaa Family LLLP ("Akaa") owns the shares of the Issuer's common stock directly. Anthony Perera ("Mr. Perera") is the Manager of Akaa and exercises voting and dispositive power over the securities owned by Akaa and may be deemed to indirectly beneficially own the securities held by Akaa. Mr. Perera disclaims beneficial ownership over any securities held by Akaa other than to the extent of his respective pecuniary interest therein, directly or indirectly. Akaa and Mr. Perera are the reporting persons in this Schedule 13G (the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
Akaa and Mr. Perera have a principal business office at1250 S. Pine Island Road, Suite 500, Plantation, FL 33323. | |
| (c) | Citizenship:
Akaa is organized under the laws of the State of Delaware. Mr. Perera is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
104813209 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the response to row 9 of the cover page of each Reporting Person. | |
| (b) | Percent of class:
See the response to row 11 of the cover page of each Reporting Person. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the response to row 5 of the cover page of each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See the response to row 6 of the cover page of each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the response to row 7 of the cover page of each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the response to row 8 of the cover page of each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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99.1 Joint Filing Agreement. |