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 BRAG HOUSE HOLDINGS, INC.

 45 PARK STREET

 MONTCLAIR, NJ 07042

 September 4, 2025

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Rucha Pandit

 Re:
 Brag House Holdings, Inc.

 Registration Statement on Form S-1

 Filed August 11, 2025

 File No. 333-289505

 Dear Ms. Pandit:

 By letter dated August 26, 2025, the staff (the
"Staff," "you" or "your") of the U.S. Securities and Exchange Commission (the "Commission")
provided Brag House Holdings, Inc. (the "Company," "we," "us" or "our") with its comments
to the Registration Statement on Form S-1 filed on August 11, 2025. We are in receipt of your letter and set forth below are the Company's
responses to the Staff's comments. For your convenience, the comments are listed below, followed by the Company's responses.

 General

 1. Please provide us with a detailed legal analysis as to why
the resale offering contemplated by the registration statement should not be categorized as an indirect primary offering. In this regard,
we note that:

 ● the private placement, under which the securities subject to resale and related transactions were issued
and sold to the selling stockholders, closed on July 30, 2025;

 ● you are registering for resale up to 32,904,677 shares of common stock while you only had 10,822,588 shares
of common stock issued and outstanding as of August 4, 2025; and

 ● Brad Morris, through the selling stockholders 420 Investments Group, LP and 420 Investments LLC, holds
up to 21,634,246 shares of common stock being registered for resale.

 In your response, please also describe
the relationship between the company and Brad Morris and whether 420 Investments Group, LP and 420 Investments LLC are involved in the
business of underwriting securities. If the selling stockholders are engaged in an indirect primary offering, please revise to identify
them as underwriters in the prospectus and set a fixed price for this offering. For guidance, please refer to Question 612.09 of our Securities
Act Rules Compliance and Disclosure Interpretations.

 Response : The Company
acknowledges the Staff's comment and respectfully submits that the proposed resale of the shares of the Company's common stock
by the selling stockholders (the "Selling Stockholders") as contemplated in the Registration Statement is not an indirect
primary offering and is appropriately characterized as a secondary offering under Rule 415(a)(1)(i) promulgated under the Securities Act
of 1933, as amended (the "Securities Act").

 Rule 415(a)(1)(i) provides that securities
may be registered for an offering on a continuous or delayed basis in the future provided, among other things, that the registration statement
pertains only to securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a
subsidiary of the registrant or a person of which the registrant is a subsidiary. With regard to the Registration Statement, neither the
Company nor any of its subsidiaries is offering securities under the Registration Statement, nor is the offering being made on behalf
of the Company or any of its subsidiaries.

 1

 In further consideration of this comment,
we have reviewed Compliance and Disclosure Interpretation Question 612.09 ("C&DI 612.09"), including the six enumerated
factors contained therein, and offer the following discussion for the Staff's consideration:

 Background

 On July 24, 2025, through a bona fide
private placement that closed on July 30, 2025, the Company entered into Securities Purchase Agreements with the Selling Stockholders,
for a private investment in public equity (the "PIPE Offering") of 15,000 shares of its Series B Convertible Preferred Stock
par value $0.0001 per share (the "Series B Preferred Stock") convertible into 15,923,567 shares of common stock, par value
$0.0001 (the "Common Stock"), at a conversion price of $0.942 per shares of Series B Preferred Stock (the "Preferred
Conversion Shares"), and an aggregate of 15,923,567 warrants (the "PIPE Warrants" and, together with the Series B Preferred
Stock, the "Securities") to acquire up to 15,923,567 shares of Common Stock (the "PIPE Warrant Shares"). The purchase
price of the Securities was $1,000 per share of Series B Convertible Stock and accompanying 1,061.5711 Warrants to acquire up to 1,061.5711
shares of Common Stock, subject to beneficial ownership limitations set by the holder. The Warrants issued in the PIPE Offering are exercisable
immediately upon issuance at an exercise price of $0.817 per share and will expire five years from the date of issuance. The total aggregate
gross proceeds of the PIPE Offering was approximately $15 million. The PIPE Offering was effected in reliance upon the exemption from
the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506 of Regulation D thereunder.

 In connection with the PIPE Offering,
on July 24, 2025, the Company entered into a Placement Agency Agreement as amended on July 31, 2025 with Revere Securities LLC (the "Placement
Agent"), in which the Placement Agent served as the placement agent in the PIPE Offering, and the Company, as part of the compensation
payable to the Placement Agent for services provided by the Placement Agent to the Company in the Offering, issued a warrant (the "Placement
Agent Warrants") to purchase an aggregate of 1,057,543 shares of Common Stock (the "Placement Agent Warrant Shares")
at an exercise price of $0.817 per share, subject to certain adjustments.

 The Series B Preferred Stock, the PIPE
Warrants, and the Placement Agent Warrants are referred to herein as the "Securities." The Preferred Conversion Shares, the
PIPE Warrant Shares, and the Placement Agent Warrant Shares are referred to herein as the "Registration Shares."

 The private placement was conducted
pursuant to the Securities Purchase Agreement in which, among other things, the Selling Stockholders made customary investment and private
placement representations to the Company, including that each such Selling Stockholder (i) was an "accredited investor" as
defined in Rule 501(a) under the Securities Act, (ii) was acquiring the Securities for the Selling Stockholder's own account, not
as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such
Selling Stockholder had no intention of selling, granting any participation in, or otherwise distributing the Securities or the Registration
Shares, (iii) would not sell or otherwise dispose of any of the Securities or the Registration Shares, except in compliance with the registration
requirements of the Securities Act and any other applicable securities laws or pursuant to an applicable exemption therefrom, (iv) had
such knowledge and experience in financial and business matters and in investments of this type that such Selling Stockholder was capable
of making an informed investment decision and has so evaluated the merits and risks of such investment, and (v) was able to bear the economic
risk of an investment in the Securities and able to afford a complete loss of such investment.

 In addition, the Company granted certain
customary registration rights to each Selling Stockholder (in connection with the PIPE Offering by virtue of a Registration Rights Agreement
(the "Registration Rights Agreement") pursuant to which the Registration Statement was filed.

 2

 Factor
1: How Long the Selling Stockholders Have Held the Shares

 The Selling Stockholders have held the
Securities since July 30, 2025, the closing date of the PIPE Offering under which the Selling Stockholders acquired such Securities. Therefore,
as of the date of this letter, the Selling Stockholders will have held the Securities for over a month. The issuance was made in a bona
fide private placement exempt from registration under Section 4(2)(a) of the Securities Act. The Selling Stockholders have been subject
to the full economic and market risks of their entire investment since the date of the acquisition of the Securities. In addition, the
Selling Stockholders acquired the Securities with no assurance that the Registration Shares could be sold in a liquid market. Like other
investors in a typical "PIPE" transaction, the Selling Stockholders were immediately at market risk once the Securities were
acquired on July 30, 2025. Further, this holding period for the Securities demonstrates that the Selling Stockholders acquired the Securities
for investment and do not have intent to distribute the Securities or the Registration Shares on behalf of the Company.

 In the Registration Rights Agreement,
the Company has covenanted to file a registration statement covering the resale of the Registration Shares and to use its best efforts
to cause such Registration Statement to become effective under the Securities Act within approximately two months after the closing date
of the PIPE Offering. The Company filed the Registration Statement to perform such obligation under the Registration Rights Agreement.
The Company respectfully submits to the Staff that the registration of the Registration Shares for resale as contemplated in the Registration
Statement is consistent with a typical "PIPE" transaction, where an issuer is required to file a resale registration statement
shortly after closing.

 Factor 2: Circumstances under
which the Selling Stockholders Acquired the Shares

 As described above, the Selling Stockholders
acquired the Securities in the PIPE Offering, which was a bona fide private placement transaction conducted pursuant to an exemption from
registration under Section 4(a)(2) of the Securities Act.

 The Securities Purchase Agreement contained,
among other things, customary investment and private placement representations of the Selling Stockholders to the Company. In addition,
ten of the thirteen Selling Stockholders have not entered into any underwriting relationships or arrangements with the Company. The other
three Selling Stockholders (the Placement Agent, Adam Cavise (an executive at the Placement Agent), and William Moreno (the Executive
Chairman of the Placement Agent) and, collectively, the "Revere Selling Stockholders") are a registered broker-dealer or work
for the registered broker-dealer. While the Placement Agent acted as a placement agent for the PIPE Offering, the Revere Selling Stockholders
are not acting on behalf of the Company. The Placement Agent received warrants as compensation for its services (equal to less than 3.25%
of the Registration Shares) and the other two Revere Selling Stockholders made an investment decision to purchase Registration Shares
(equal to a total of less than 2.75% of the Registration Shares).

 Further, none of the Selling Stockholders, including the Revere Selling
Stockholders, has received or will received any commission or other payment from the Company in connection with the resale of any of its
Registration Shares, and the Company will receive no proceeds from the resale of the Registration Shares, if any, by the Selling Stockholders.
These circumstances are quite distinct from those involving a primary offering by or on behalf of the Company.

 Further, Rule 100 of Regulation M defines a "distribution"
as "an offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary
trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods." The Company
is not aware of any evidence that would suggest that any such special selling efforts or selling methods (such as investor presentations
or road shows) by or on behalf of the Selling Stockholders that have or are currently intended to take place if the Registration Statement
is declared effective. In addition, the Company notes that registration is not equivalent to a current intent to distribute. If registration
did equate with such a distribution intent, then no private placement transaction could ever occur because the mere fact of subsequent
registration would presumably negate an investor's prior representation of investment intent, which would in turn destroy any private
placement exemption.

 3

 Factor 3: The Selling Stockholders
Relationship to the Company

 Based upon information supplied to the
Company by the Selling Stockholders, ten of the thirteen Selling Stockholders are private investment funds and individual
investors who purchased the Securities for their own accounts and not with a view to resale or distribution. The Revere Selling Stockholders,
while a registered broker-dealer or working for the registered broker-dealer, did not receive (in the case of the Placement Agent Warrants)
or purchase Securities (in the case of Messrs. Cavise and Moreno) with a view to resale or distribution. The Securities were compensation
or purchased as an investment for their own account.

 In addition, there are no contractual, legal, or other relationships
with any of the Selling Stockholders, including the Revere Selling Stockholders, that would control the timing, nature, and amount of
resales of the Registration Shares following the effectiveness of the Registration Statement or even whether the Registration Shares are
resold at all under the Registration Statement. Further, as noted above, each of the Selling Stockholders represented to the Company that
they were acquiring the Securities for their own accounts and not with a view to resale or distribution.

 The registration rights granted to the Selling Stockholders under the
Registration Rights Agreement entered into in connection with the PIPE Offering are traditional registration rights and are not indicative
of any desire of the Selling Stockholders to sell or distribute the Securities or the Registration Shares on behalf of the Company, or
at all. The Selling Stockholders negotiated for the customary registration rights set forth in the Registration Rights Agreement for a
variety of business reasons, and the registration rights were not granted by the Company for the purpose of conducting an indirect primary
offering. Further, the Selling Stockholders are responsible for paying any broker-dealer fees or underwriting discounts or commissions
directly to any broker-dealers they engage to assist in selling any securities, as applicable. To the extent any of the Selling Stockholders
sells their Registration Shares, the Selling Stockholders will retain all proceeds from such sales and the Company will not receive any
of the proceeds from any resale of the Registration Shares.

 The Staff noted that Brad Morris, through the Selling Stockholders,
420 Investment Group, LP and 420 Investments LLC, holds up to 21,634,246 shares of Common Stock being registered for resale. Based on
information provided to the Company, it wants to specifically note that 420 Investments Group, LP and 420 Investments LLC are entities
who purchased the Securities for the benefit of the partners or members of the entities and not with a view to resale or distribution
and such entities are not involved in the business of underwriting securities. Further, based on information provided to the Company,
Brad Morris, the co-manager of these entities, is not involved in the business of underwriting securities. In addition, the Company was
introduced to Brad Morris and these entities by the Placement Agent and, other than the PIPE Offering, the Company has no relationship
to Brad Morris or these entities.

 Factor 4: The Amount of Shares
Involved

 The Company is seeking to register 32,904,677
shares of Common Stock for resale. While the number of shares being registered may remain a factor considered by the Staff in determining
whether an offering should be deemed to be a primary or secondary offering, we submit that undue weight on this factor is inconsistent
with C&DI 612.09 which