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January 19, 2024
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. 2 to Draft Registration Statement on Form S-1
Submitted January 9, 2024
CIK No. 0001903595
Dear Lavell Juan Malloy:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted January 9, 2024
Business, page 54
1.We note your response to prior comment 6 and description of live-streaming services
revenue earned through the Twitch Affiliate Program. As this appears to be one of two
key revenue sources for the periods presented in the financial statements, please revise
your business disclosure to explain where and how live-streaming services fit within your
B2B and B2C strategies. Alternatively, explain why it is not appropriate to do so. We
note, for example, that the Twitch Affiliate Program "...allows the Company to earn
revenue from advertising provided to viewers on the channel," but live-streaming services
are not addressed under "Advertising and Marketing Fees" on page 58 or where you
discuss the relationship between views and revenues on page 59. Make conforming
revisions in the prospectus summary, as needed.

 FirstName LastNameLavell Juan Malloy, II
 Comapany NameBrag House Holdings, Inc.
 January 19, 2024 Page 2
 FirstName LastName
Lavell Juan Malloy, II
Brag House Holdings, Inc.
January 19, 2024
Page 2
Our B2C Strategy
Providing In-Application Digital Product Purchase Opportunities
Non-Consumable Items, page 62
2.We note your response to prior comment 9 and clarification that only your Bragger
"freemium" membership is currently functional. Please remove or revise the following
statement for consistency with this disclosure: "We currently 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."
Shares Eligible for Future Sale, page 80
3.In your discussion of restricted securities, you state "...substantially all of these shares will
be subject to the one-year lock-up period under the lock-up agreements described below."
However, disclosure regarding lock-up agreements with you and your officers, directors,
and 1% or greater stockholders has been removed from elsewhere in the registration
statement. Please revise your disclosure to consistently reflect whether any shares will be
subject to lock-up agreements.
Consolidated Financial Statements, page F-1
4.Please update your financial statements in accordance with Rule 8-08 of Regulation S-X
or tell us why you believe updating is not required.
            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