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November 9, 2023
Lavell Juan Malloy, II
Chief Executive Officer
Brag House Holdings, Inc.
25 Pompton Avenue, Suite 101
Verona, NJ 07044
Re:Brag House Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 12, 2023
CIK No. 0001903595
Dear Lavell Juan Malloy:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to these comments by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration statement
on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted October 12, 2023
Cover Page
1.We note that you have removed the footnote on the prospectus cover page describing
additional compensation payable to the underwriter, but disclosure on page 86 indicates
that you will pay the underwriters' representative a non-accountable expense allowance
equal to 1.0% of the gross proceeds of the offering. Please revise the prospectus cover
page to disclose this non-accountable expense allowance and cross-reference the full
discussion of underwriters' compensation in the "Underwriting" section.
2.Please clarify whether you intend to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)
of the Securities Act. On pages 6 and 32, you state that you will “take advantage of the

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benefits of this extended transition period,” but you have checked the box on the
prospectus cover page indicating that you have elected not to use such transition period.
Prospectus Summary, page 1
3.Where you discuss your diversified revenue channels, ensure that you clarify that your
primary source of revenues to date has been from tournaments, if true, and clarify that the
other revenue sources you discuss here have not yet generated meaningful revenues.
Risk Factors
Risks Relating to This Offering and Ownership of Our Common Stock, page 27
4.Please add a risk factor or revise an existing risk factor in this section to address in
detail the dilution that will occur upon consummation of the offering due to the automatic
conversion of your Series A convertible preferred stock and Original Issue Discount
Convertible Promissory Notes into shares of common stock.
Capitalization, page 39
5.Please revise the total capitalization amount so that it sums accurately.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 44
6.We note your response to prior comment 1 and revised disclosure regarding revenue
generating activities. In Note 8 to the consolidated financial statements, you discuss
revenue earned from a “Twitch Affiliate Program,” and on page 44, you attribute revenue
for the years ended December 31, 2022 and 2021 to tournament revenue and “live-
streaming services.” Please supplement your discussion of revenues in this section to
clarify which business activities constitute “live-streaming services” and how these
revenues are distinguishable from tournament revenue. Address, if appropriate, the Twitch
Affiliate Program. Please refer to Item 303(b) of Regulation S-K.
Business
Our B2B Strategy, page 57
7.Revise to provide the basis for your statement that you "anticipate that as [you] continue
to grow [y]our user base during 2023 to 2025 and beyond, [y]our subscriptions,
merchandise, and in-app purchases will weigh for approximately 50-55% of [y]our
revenue."
Our B2C Strategy, page 57
8.Please revise this disclosure to reflect the present state of your business-to-consumer
activities and the percentage of revenue being derived from these activities versus your
business-to-business activities. For example, on page 59 you state that “…one of our

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central revenue drivers is our auto-renewable subscription model,” but on page 2 you
indicate that paid subscriptions will not be offered until 2024. In revising, please clarify
whether the digital products within your platform, such as Brag Bucks, are currently
functional and capable of generating revenue and whether the $300,000 in revenue
referenced under “Tournament Fees” on page 61 is properly categorized as business-to-
business or business-to-consumer revenue. Please make conforming revisions as needed in
the "Prospectus Summary" section.
9.Revise to provide your membership data so that it presents a year-to-year and/or period-
to-period comparison, such as the number of your Bragger members. Also, revise to
clarify how the number of video views translates into future revenues, if at all, or explain
its usefulness.
Key Performance Indicators, page 61
10.We note your response to prior comment 7 and your added definition of "engagement."
Please revise this disclosure to clarify how your "engagement" metric translates into the
"engagement rate" key performance indicator that is presented and quantified.
Partnerships, page 62
11.You state here and on page 45 that Brag House is currently negotiating terms for
tournaments and promotional events with Fortune 1000 companies such as DoorDash and
T-Mobile. Please revise your disclosure to clarify whether you have entered into definitive
agreements with any such entities.
12.We note your response to prior comment 8 and the addition of the Moroch Agency
Supplier Agreement and Amazon Web Services Customer Agreement to the exhibit index.
Please also file as exhibits to the registration statement the other agreements discussed in
this section, including the contracts with Coca-Cola and McDonald’s and the partnership
agreements with the Fort Worth Sports Commission and the Denver Broncos. Refer to
Item 601(b)(10)(ii)(B) of Regulation S-K.
Executive and Director Compensation, page 72
13.We note your response to prior comment 5. Please revise the disclosure under
“Outstanding Equity Awards at Fiscal Year-End” on page 72 to clarify whether any
named executive officer held unexercised options, unvested stock, or equity incentive plan
awards as of the end of the last completed fiscal year. Refer to Item 402(p)(1) of
Regulation S-K.
Certain Relationships and Related Party Transactions
Related Party Transactions, page 73
14.Please revise to provide the complete disclosure called for by Item 404(d)(1) of
Regulation S-K and Instruction 1 to Item 404 of Regulation S-K. In this regard, we note

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your statement that this section summarizes related party transactions when the amount
involved exceeds the lesser of $120,000 or “1% of your total assets,” while Item 404(d)(1)
indicates that this should be determined using the lesser of $120,000 or 1% of the average
of your total year-end assets for the last two completed fiscal years. Instruction 1 to Item
404 also indicates that this section should cover the period since January 1, 2020.
General
15.We note that you plan to offer Brag Bucks and Loyalty Tokens as digital assets for sale
and/or distribution within the Brag House Platform. Please advise us how you will
determine whether these digital assets are securities and add a risk factor or supplement an
existing risk factor to disclose the risk that federal and state securities laws may apply to
the distribution.
            Please contact Patrick Kuhn at 202-551-3308 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Daniel L. Woodard