SecProbe.io

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 Brag House Holdings, Inc.

 45 Park Street

 Montclair, NJ 07042

 September 25, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 Brag House Holdings, Inc.

 Registration Statement on Form S-1, File No. 333-289505

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested Date: September 26, 2025

 Requested Time: 4:30 p.m., Eastern
Time

 Ladies and Gentlemen:

 Brag House Holdings, Inc. (the "Company")
hereby requests that the effective date of the Company's Registration Statement on Form S-1, as amended (File No. 333-289505), be
accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 4:30 p.m.
Eastern Time on Friday, September 26, 2025, or as soon thereafter as possible.

 Please contact our counsel, Steven Lipstein of
Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request. In addition, the Company requests that
you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted.

 Sincerely yours,

 Brag House Holdings, Inc.

 /s/ Lavell Juan Malloy II

 Lavell Juan Malloy II

 Chief Executive Officer

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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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 26, 2025

Lavell Juan Malloy, II
Chief Executive Officer
Brag House Holdings, Inc.
45 Park Street
Montclair, NJ 07042

 Re: Brag House Holdings, Inc.
 Registration Statement on Form S-1
 Filed August 11, 2025
 File No. 333-289505
Dear Lavell Juan Malloy, II:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
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
 August 26, 2025
Page 2

 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.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Rucha Pandit at 202-551-6022 or Donald Field at
202-551-3680 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Steven Lipstein
</TEXT>
</DOCUMENT>

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KINGSWOOD CAPITAL PARTNERS, LLC

February 12, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Brag House Holdings, Inc.

    Registration Statement on Form S-1, File No. 333-280282

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Kingswood Capital
Partners, LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date
of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Friday, February 14, 2025 at 4:30
p.m., ET, or as soon thereafter as practicable.

Pursuant to Rule 460 of the
General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several
underwriters, wish to advise you that we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate
in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated February
11, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Kingswood Capital Partners, LLC

    By:
    /s/ John Reed

    Name:
     John Reed

    Title:
    Head of Capital Markets

CORRESP
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Brag House Holdings, Inc.

45 Park Street

Montclair, NJ 07042

February 12, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, DC 20549

    Re:
    Brag House Holdings, Inc.

    Registration Statement on Form S-1, File No. 333-280282

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Requested Date: February 14, 2025

Requested Time: 4:30 p.m., Eastern Time

Ladies and Gentlemen:

Brag House Holdings, Inc. (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended (File No. 333-280282), be
accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 4:30 p.m.
Eastern Time on February 14, 2025, or as soon thereafter as possible.

Please contact our counsel, Steven Lipstein of
Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request. In addition, the Company requests that
you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted.

    Sincerely yours,

    Brag House Holdings, Inc.

    /s/ Lavell Juan Malloy II

    Lavell Juan Malloy II

    Chief Executive Officer

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Brag House Holdings, Inc.

45 Park Street,

Montclair, NJ 07042

February 11, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Rebekah Reed

    Re:
    Brag House Holdings, Inc.

    Amendment No. 5 to Registration Statement on Form S-1

    Filed February 4, 2025

    File No. 333-280282

Dear Ms. Reed:

By letter dated February 10, 2025, the staff (the “Staff,”
“you” or “your”) of the Division of Corporation Finance of the U.S. Securities & Exchange Commission
(the “Commission”) provided Brag House Holdings, Inc. (the “Company,” “we,” “us”
or “our”) with its comments to the Company’s Form S-1/A (File No. 333-280282) filed on February 4, 2025 (the
“Registration Statement”). We are in receipt of your letter and set forth below are the Company’s responses to
the Staff’s comments. In response to the comments and to update certain information in the Registration Statement, the Company is
filing Amendment No. 6 (the “Amendment”) to the Registration Statement on Form S-1 with the Securities and Exchange
Commission. For your convenience, the comments are listed below, followed by the Company’s responses.

Amendment No. 5 to Registration Statement on Form S-1 filed February
4, 2025

Summary Financial Data, page 13

    1.
    Please remove the December 31, 2023 as adjusted balance sheet information from the filing.

RESPONSE: The Company has revised its disclosure in the Amendment
to address the Staff’s comment removing the as adjusted balance sheet information from the filing.

Risk Factors

Risks Relating to This Offering and Ownership of Our Common Stock

A substantial portion of our total issued and outstanding shares
may be sold..., page 36

    2.
    Please supplement this risk factor to acknowledge that this registration statement facilitates the resale of shares into the public market by the selling stockholders, and address any potential impacts to the market price of your common stock. Explain, if true, that due to the minimum value guarantee attached to the resale shares held by Artemis Ave LLC and EVEMeta, LLC, and the value at which the other selling stockholders acquired their shares, they may be willing to accept a lower price for the resale shares.

RESPONSE: The Company has revised its disclosure in the Amendment
to address the Staff’s comment adding risk factor disclosure related to the resale of shares in to the public market by the selling
stockholders.

Business

Partnerships, page 65

    3.
    We note your response to prior comment 5. In addition to summarizing the nature of your Sales Representation Agreement with Learfield Communications, disclose its material terms. For example, highlight term and termination provisions, and discuss the revenue share and commission provisions set forth in Sections 5 and 6 of the agreement.

RESPONSE: The Company has revised its disclosure on page 65
of the Amendment to disclose the material terms of the Sales Representation Agreement with Learfield Communications.

Principal Stockholders, page 82

    4.
    Disclose the natural person with voting and dispositive control over the shares held by Artemis Ave LLC. Provide a business, mailing, or residence address for Nikolas James West. Refer to Item 403(a) of Regulation S-K.

RESPONSE: The Company has revised its disclosure on page 82
of the Amendment to disclose the natural person with voting and dispositive control over the shares held by Artemis Ave LLC as well as
provide the address for Nikolas James West in accordance with Item 403(a) of Regulation S-K.

General

    5.
    Please revise to include the "Offering" section applicable to the resale offering in the set of alternate pages following the back cover of the IPO prospectus. In addition, clarify where appropriate in the alternate pages the lock-up provision(s) that will apply to the resale shares. We note your disclosure at page Alt-4 that the resale shares to be offered by Artemis Ave LLC and EVEMeta, LLC will be subject to a 30-day lock-up period, but it is unclear whether the remaining resale shares will be subject to any lock-up provisions.

RESPONSE: The Company has revised its disclosure in the set
of alternate pages of the Amendment to address the Staff’s comment to include the “Offering” section related to the
resale offering, as well as clarify the lock-up provisions that will apply to the resale shares.

    2

Thank you for your assistance in reviewing the Amendment.

    Sincerely,

    /s/ Lavell Juan Malloy, II

    Lavell Juan Malloy, II

    Chief Executive Officer

3

February 10, 2025
Lavell Juan Malloy II
Chief Executive Officer
Brag House Holdings, Inc.
45 Park Street
Montclair, NJ 07042
Re:Brag House Holdings, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed February 4, 2025
File No. 333-280282
Dear Lavell Juan Malloy II:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 29, 2025 letter.
Amendment No. 5 to Registration Statement on Form S-1 filed February 4, 2025
Summary Financial Data, page 13
1.Please remove the December 31, 2023 as adjusted balance sheet information from the
filing.
Risk Factors
Risks Relating to This Offering and Ownership of Our Common Stock
A substantial portion of our total issued and outstanding shares may be sold..., page 36
Please supplement this risk factor to acknowledge that this registration statement
facilitates the resale of shares into the public market by the selling stockholders, and
address any potential impacts to the market price of your common stock. Explain, if
true, that due to the minimum value guarantee attached to the resale shares held by 2.

February 10, 2025
Page 2
Artemis Ave LLC and EVEMeta, LLC, and the value at which the other selling
stockholders acquired their shares, they may be willing to accept a lower price for the
resale shares.
Business
Partnerships, page 65
3.We note your response to prior comment 5. In addition to summarizing the nature of
your Sales Representation Agreement with Learfield Communications, disclose its
material terms. For example, highlight term and termination provisions, and discuss
the revenue share and commission provisions set forth in Sections 5 and 6 of the
agreement.
Principal Stockholders, page 82
4.Disclose the natural person with voting and dispositive control over the shares held by
Artemis Ave LLC. Provide a business, mailing, or residence address for Nikolas
James West. Refer to Item 403(a) of Regulation S-K.
General
5.Please revise to include the "Offering" section applicable to the resale offering in the
set of alternate pages following the back cover of the IPO prospectus. In addition,
clarify where appropriate in the alternate pages the lock-up provision(s) that will
apply to the resale shares. We note your disclosure at page Alt-4 that the resale shares
to be offered by Artemis Ave LLC and EVEMeta, LLC will be subject to a 30-day
lock-up period, but it is unclear whether the remaining resale shares will be subject to
any lock-up provisions.
            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 Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Scott Linsky

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Brag House Holdings, Inc.

45 Park Street,

Montclair, NJ 07042

February 3, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Rebekah Reed

    Re:
    Brag House Holdings, Inc.

    Amendment No. 4 to Registration Statement on Form S-1

    Filed January 13, 2025

    File No. 333-280282

Dear Ms. Reed:

By letter dated January 29, 2025, the staff (the “Staff,”
“you” or “your”) of the Division of Corporation Finance of the U.S. Securities & Exchange Commission
(the “Commission”) provided Brag House Holdings, Inc. (the “Company,” “we,” “us”
or “our”) with its comments to the Company’s Form S-1/A (File No. 333-280282) filed on January 13, 2025 (the
“Registration Statement”). We are in receipt of your letter and set forth below are the Company’s responses to
the Staff’s comments. In response to the comments and to update certain information in the Registration Statement, the Company is
filing Amendment No. 5 (the “Amendment”) to the Registration Statement on Form S-1 with the Securities and Exchange
Commission. For your convenience, the comments are listed below, followed by the Company’s responses.

Amendment No. 4 to Registration Statement
on Form S-1 filed January 13, 2025

Risk Factors

Risks Relating to Our Business, page 14

 1. Please add a risk factor to address your outstanding debt obligations, as we note that in addition to the original issue discount
convertible promissory notes, a number of bridge loans and other short-term loans were entered
into by the company between June and December 2024. Highlight the terms of these loans, such as the 100% interest fee and “additional
100% fee in shares of the Company’s Common Stock” discussed in connection with the bridge loans at page F-44. State your total indebtedness
and how much of such amount may be converted into shares of common stock and at what conversion price(s). Provide a cross-reference to
this risk factor where you discuss your financial condition at page 9 of the prospectus summary.

 RESPONSE: The Company has revised its disclosure in the Amendment
to address the Staff’s comment adding the corresponding risk factors related to the Company’s outstanding debt obligations.

Use of Proceeds, page 42

 2. We note your disclosure beginning at page F-46 that certain short-term loan amounts incurred in November and December 2024 will potentially
be repaid from “the proceeds of the IPO.” If any material part
of the proceeds from this offering are to be used to discharge indebtedness, clarify as much and disclose the interest rate and maturity
of such indebtedness. Refer to Item 504 of Regulation S-K and the instructions thereto.

 RESPONSE: The Company has revised its disclosure in the Amendment
to address the Staff’s comment adding the required disclosure in the Use Of Proceeds section.

Business, page 55

 3. Please revise throughout your business and industry disclosure to provide updated performance metrics and other information, given
passage of time. For example, we note that your disclosure about the e-sports industry relies on several sources from 2021 and 2022, and the
most recent disclosure of metrics identified as key performance indicators (e.g., video views, impressions, etc.) appears to be as of
December 31, 2023.

 RESPONSE: The Company has revised its disclosure on pages 4
and 5 and pages 56 through 58 of the Amendment to provide updated performance metrics through December 31, 2024.

Our B2B Strategy, page 58

 4. Where you discuss your “data insights” revenue model, revise to explain how the service agreements with Artemis Ave LLC
(“Artemis”) and EVEMeta, LLC (“EVEMeta”) relate to the timing and scope of these business activities. Specifically
elaborate on what the “proprietary machine learning solution” and “EVEMeta solution” to be developed and/or licensed
consist of, and disclose any material term or termination provisions under these agreements. Further, given that you generated minimal
revenues overall and none from tournaments in the nine months ended September 30, 2024, and entered into the Artemis and EVEMeta agreements
in November 2024, please ensure that your business disclosure accurately reflects your priorities and intentions regarding revenue-generating
activities. For example, you continue to describe in detail implementing paid user subscriptions to the Brag House platform, but it is
unclear how your recent focus on developing a “data insights revenue model” has impacted these intentions. To the extent appropriate,
make conforming revisions where you provide an overview of your business elsewhere, such as the outset of the prospectus summary and MD&A.

 RESPONSE: The Company has revised its disclosure on pages 58
through 63 of the Amendment to address the Staff’s comment.

    2

Partnerships, page 64

    5.
    Provide additional detail regarding the nature and key terms of your agreement with Learfield Communications (“Learfield”). In this regard, you state here and at page 51 that you have “secured a strategic partnership for tournament and promotional events in 2024 and 2025 with Learfield,” but the Sales Representation Agreement on file as Exhibit 10.16 appears to be with a subsidiary of Learfield and to provide only for an agreement to act as non-exclusive sales representatives for “seeking, negotiating and securing agreements with sponsors.” If true, explain here and in your risk factor disclosure the scope of this agreement and clarify that it guarantees no revenues to the company or any specific number of sponsored tournaments or events. Additionally, we note your disclosure at page 59 that the agreement with Learfield “grants [you] access to expansive datasets from diverse college campuses through Learfield’s media rights properties, which [you] plan to model to enable predictive analytics and lifestyle behavior tracking.” Given the aforementioned limitations of the agreement as filed, elaborate on why and how you expect to be provided such access.

 RESPONSE: The Company has revised its disclosure on pages 52
and 65 of the Amendment to address the Staff’s comment as well as revised its risk factor disclosure in the Amendment to reflect
the scope of the agreement with Learfield and clarify that it guarantees no revenues to the Company or any specific number of sponsored
tournaments or events.

Certain Relationships and Related Party Transactions,
page 80

 6. Update your disclosure regarding payables to your CEO and COO to disclose outstanding amounts as of the last fiscal year ended December
31, 2024. Refer to Items 404(d) and (a)(5) of Regulation S-K and Instruction 2 to Item 404(d).

 RESPONSE: The Company has revised its disclosure on page 80
of the Amendment to address the Staff’s comment regarding payables to our CEO and COO in compliance with Items 404(d) and (a)(5)
of Regulation S-K and Instruction 2 to Item 404(d).

Item 15. Recent Sales of Unregistered Securities, page
II-2

 7. Provide the information called for by Item 701 of Regulation S-K with respect to all unregistered securities sold within the past
three years, including any debt securities. In this regard, we note that neither the original issue discount promissory notes or the bridge
loans or other short-term debt discussed in the notes to financials are addressed in this section.

 RESPONSE: The Company has revised its disclosure in Item 15
in the Amendment to address Item 701 of Regulation S-K.

    3

General

 8. Please clarify whether the stock consideration under the service agreements with Artemis and EVEMeta, specifically the 78,125 resale
shares to be offered by Artemis and the 62,500 resale shares to be offered by EVEMeta, have been issued to such respective entities as
of the date of filing of this amendment. In this regard, we note your disclosure at page II-3 and elsewhere that, “[t]he [Artemis/EVEMeta]
Stock Consideration is expected to be issued...prior to the consummation of this offering.” To the extent these shares have not been
issued as of the filing date of this amendment, please provide your analysis as to why it is appropriate to register the resale of such
shares at this time. For guidance, refer to Securities Act Sections Compliance and Disclosure Interpretation 139.06.

 RESPONSE: The Company has revised its disclosure in the Amendment
to reflect that the 78,125 resale shares to be offered by Artemis and the 62,500 resale shares to be offered by EVEMeta were issued to
such respective entities in December 2024.

 9. As the securities to be offered through the primary and secondary offerings appear to be subject to different pricing and plans of
distribution, please explain why you have included the secondary offering in the same prospectus as the underwritten primary offering.
Alternatively, and if you maintain that it is appropriate to register the resale offering at this time pursuant to the preceding comment,
revise to include two, separate prospectuses within the same registration statement. Clarify where appropriate throughout, if true, that
the selling stockholders will sell shares pursuant to the resale prospectus only following the consummation of the IPO and the listing
of your common stock on the Nasdaq Capital Market.

 RESPONSE: The Amendment includes a separate resale prospectus
within the same registration statement with disclosure that the selling stockholders will sell shares pursuant to the resale prospectus
only following the consummation of the Company’s IPO and listing of the Company’s common stock on the Nasdaq Capital Market.

    4

 Thank you for your assistance in reviewing the Amendment.

    Sincerely,

    /s/ Lavell Juan Malloy, II

    Lavell Juan Malloy, II

    Chief Executive Officer

    5

January 29, 2025
Lavell Juan Malloy II
Chief Executive Officer
Brag House Holdings, Inc.
45 Park Street
Montclair, NJ 07042
Re:Brag House Holdings, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed January 13, 2025
File No. 333-280282
Dear Lavell Juan Malloy II:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-1 filed January 13, 2025
Risk Factors
Risks Relating to Our Business, page 14
1.Please add a risk factor to address your outstanding debt obligations, as we note that
in addition to the original issue discount convertible promissory notes, a number
of bridge loans and other short-term loans were entered into by the company between
June and December 2024. Highlight the terms of these loans, such as the 100%
interest fee and "additional 100% fee in shares of the Company's Common Stock"
discussed in connection with the bridge loans at page F-44. State your total
indebtedness and how much of such amount may be converted into shares of common
stock and at what conversion price(s). Provide a cross-reference to this risk factor
where you discuss your financial condition at page 9 of the prospectus summary.

January 29, 2025
Page 2
Use of Proceeds, page 42
2.We note your disclosure beginning at page F-46 that certain short-term loan
amounts incurred in November and December 2024 will potentially be repaid from
"the proceeds of the IPO." If any material part of the proceeds from this offering are to
be used to discharge indebtedness, clarify as much and disclose the interest rate and
maturity of such indebtedness. Refer to Item 504 of Regulation S-K and the
instructions thereto.
Business, page 55
3.Please revise throughout your business and industry disclosure to provide
updated performance metrics and other information, given passage of time. For
example, we note that your disclosure about the e-sports industry relies on several
sources from 2021 and 2022, and the most recent disclosure of metrics identified as
key performance indicators (e.g., video views, impressions, etc.) appears to be as of
December 31, 2023.
Our B2B Strategy, page 58
4.Where you discuss your "data insights" revenue model, revise to explain how the
service agreements with Artemis Ave LLC ("Artemis") and EVEMeta, LLC
("EVEMeta") relate to the timing and scope of these business activities. Specifically
elaborate on what the "proprietary machine learning solution" and "EVEMeta
solution" to be developed and/or licensed consist of, and disclose any material term or
termination provisions under these agreements. Further, given that you generated
minimal revenues overall and none from tournaments in the nine months ended
September 30, 2024, and entered into the Artemis and EVEMeta agreements in
November 2024, please ensure that your business disclosure accurately reflects your
priorities and intentions regarding revenue-generating activities. For example, you
continue to describe in detail implementing paid user subscriptions to the Brag House
platform, but it is unclear how your recent focus on developing a "data insights
revenue model" has impacted these intentions. To the extent appropriate, make
conforming revisions where you provide an overview of your business elsewhere,
such as the outset of the prospectus summary and MD&A.
Partnerships, page 64
Provide additional detail regarding the nature and key terms of your agreement with
Learfield Communications ("Learfield"). In this regard, you state here and at page 51
that you have "secured a strategic partnership for tournament and promotional events
in 2024 and 2025 with Learfield," but the Sales Representation Agreement on file as
Exhibit 10.16 appears to be with a subsidiary of Learfield and to provide only for an
agreement to act as non-exclusive sales representatives for "seeking, negotiating and
securing agreements with sponsors." If true, explain here and in your risk factor
disclosure the scope of this agreement and clarify that it guarantees no revenues to the
company or any specific number of sponsored tournaments or events. Additionally,
we note your disclosure at page 59 that the agreement with Learfield "grants
[you] access to expansive datasets from diverse college campuses through Learfield’s
media rights properties, which [you] plan to model to enable predictive analytics and 5.

January 29, 2025
Page 3
lifestyle behavior tracking." Given the aforementioned limitations of the agreement as
filed, elaborate on why and how you expect to be provided such access.
Certain Relationships and Related Party Transactions, page 80
6.Update your disclosure regarding payables to your CEO and COO to disclose
outstanding amounts as of the last fiscal year ended December 31, 2024. Refer to
Items 404(d) and (a)(5) of Regulation S-K and Instruction 2 to Item 404(d).
Item 15. Recent Sales of Unregistered Securities, page II-2
7.Provide the information called for by Item 701 of Regulation S-K with respect to all
unregistered securities sold within the past three years, including any debt securities.
In this regard, we note that neither the original issue discount promissory notes or the
bridge loans or other short-term debt discussed in the notes to financials are addressed
in this section.
General
8.Please clarify whether the stock consideration under the service agreements with
Artemis and EVEMeta, specifically the 78,125 resale shares to be offered by Artemis
and the 62,500 resale shares to be offered by EVEMeta, have been issued to such
respective entities as of the date of filing of this amendment. In this regard, we note
your disclosure at page II-3 and elsewhere that, "[t]he [Artemis/EVEMeta] Stock
Consideration is expected to be issued...prior to the consummation of this offering."
To the extent these shares have not been issued as of the filing date of this
amendment, please provide your analysis as to why it is appropriate to register the
resale of such shares at this time. For guidance, refer to Securities Act Sections
Compliance and Disclosure Interpretation 139.06.
9.As the securities to be offered through the primary and secondary offerings appear to
be subject to different pricing and plans of distribution, please explain why you have
included the secondary offering in the same prospectus as the underwritten primary
offering. Alternatively, and if you maintain that it is appropriate to register the resale
offering at this time pursuant to the preceding comment, revise to include two,
separate prospectuses within the same registration statement. Clarify where
appropriate throughout, if true, that the selling stockholders will sell shares pursuant
to the resale prospectus only following the consummation of the IPO and the listing of
your common stock on the Nasdaq Capital Market.

January 29, 2025
Page 4
            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:Scott Linsky

CORRESP
1
filename1.htm

    mwe.com

    Dan Woodard

    Attorney at Law

    dwoodard@mwe.com

    +1 212 547 55553

August 2, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Patrick Kuhn

    Rufus Decker

    Rebekah Reed

    Mara Ransom

    Re:
    Brag House Holdings, Inc.

    Registration Statement on Form S-1

    Filed July 10, 2024

    File No. 333-280282

Dear Mr. Kuhn:

On behalf of Brag House Holdings,
Inc. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated July 22, 2024, relating
to the above referenced Registration Statement on Form S-1 (File No. 333-280282) filed by the Company on July 10, 2024 (the “Draft
Registration Statement”).

Concurrent with the submission
of this letter, the Company is filing via EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which reflects
the Company’s responses to the comments provided by the Staff and certain updated information.

For ease of review, we have
set forth below each of the numbered comments of your letter and the Company’s responses thereto. Capitalized terms used herein
but not defined herein have the meanings given to such terms in Amendment No. 2.

    One Vanderbilt Avenue New York NY 10017-3852 Tel +1 212 547 5400 Fax

    +1 212 547 5444

    US practice conducted through McDermott Will & Emery LLP.

Amendment No. 1 to Registration Statement on Form S-1 filed July
10, 2024

Dilution, page 43

    1.
    As previously requested in prior comment 3, please revise your historical, pro forma and pro forma as adjusted net tangible book value (deficit) amounts as of March 31, 2024, to exclude deferred offering costs. In addition, we note that you revised your pro forma as adjusted net tangible book value as of March 31, 2024, to exclude estimated offering expenses payable by you. Your pro forma as adjusted net tangible book value as of March 31, 2024, should be calculated after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by you. Please revise accordingly.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 43-44 of Amendment No. 2 to exclude deferred offering costs
from its historical, pro forma and pro forma as adjusted net tangible book value (deficit) amounts as of March 31, 2024. In
addition, the Company has revised its disclosure to calculate its net tangible book value as of March 31, 2024 after deducting
estimated underwriting discounts and estimated offering expenses payable.

Exhibit 5.1, page II-3

    2.
    Please revise the legal opinion filed as Exhibit 5.1 to specify the number of shares of common stock to be sold in the offering, as well as the number of shares of common stock underlying the underwriter warrants, instead of referring to the value of the securities used for purposes of calculating the registration fee.

Response: In response to the Staff’s
comment, the Company has revised the legal opinion filed as Exhibit 5.1 to specify the number of shares of common stock be sold in the
offering, as well as the number of shares of common stock underlying the underwriter warrants.

General

    3.
    We note your revisions for consistency with your governing documents in response to prior comment 6. However, the forum selection provision in your Certificate of Incorporation still identifies the Court of Chancery of the State of Delaware as the sole and exclusive forum for “any derivative action or proceeding,” without any carve-out or alternate federal forum. Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the Certificate of Incorporation states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

Response: In response to the Staff’s
comment, the Company adopted a Second Amended and Restated Bylaws, pursuant to which it is clarified that the choice of forum provision in the Company’s
Certificate of Incorporation does not apply, and Company has consented to such inapplicability, to claims or causes of action brought
to enforce a duty or liability created by the Securities Act, or the Exchange Act, or any other claim for which the federal courts have
exclusive jurisdiction. The Company has revised its disclosure on pages 35 and 81 of Amendment No. 2 to reflect this change.

    2

In addition, to help the Company’s stockholders understand the scope of the exclusive forum selection clauses going forward, the Company will
include disclosure in its future periodic filings to clarify that the exclusive forum selection provision in the Certificate of Incorporation
does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the federal securities
laws and the rules and regulations thereunder, including the Securities Act and the Exchange Act.

Please contact me at +1 212 547 5553 if you have
any questions or require any additional information in connection with this letter or the Company’s submission of its revised Registration
Statement on Form S-1.

    Sincerely,

    /s/ Daniel Woodard

    cc: Lavell Juan Malloy, II, Chief Executive Officer

3

July 22, 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. 1 to Registration Statement on Form S-1
Filed July 10, 2024
File No. 333-280282
Dear Lavell Juan Malloy II:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 1, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed July 10, 2024
Dilution, page 43
1.As previously requested in prior comment 3, please revise your historical, pro forma and
pro forma as adjusted net tangible book value (deficit) amounts as of March 31, 2024, to
exclude deferred offering costs. In addition, we note that you revised your pro forma as
adjusted net tangible book value as of March 31, 2024, to exclude estimated offering
expenses payable by you. Your pro forma as adjusted net tangible book value as of
March 31, 2024, should be calculated after deducting estimated underwriting discounts
and commissions and estimated offering expenses payable by you. Please revise
accordingly.

July 22, 2024
Page 2
Exhibit 5.1, page II-3
2.Please revise the legal opinion filed as Exhibit 5.1 to specify the number of shares of
common stock to be sold in the offering, as well as the number of shares of common stock
underlying the underwriter warrants, instead of referring to the value of the securities used
for purposes of calculating the registration fee.
General
3.We note your revisions for consistency with your governing documents in response to
prior comment 6. However, the forum selection provision in your Certificate of
Incorporation still identifies the Court of Chancery of the State of Delaware as the sole
and exclusive forum for "any derivative action or proceeding," without any carve-out or
alternate federal forum. Please disclose whether this provision applies to actions arising
under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. If this provision does not apply to actions arising under
the Securities Act or Exchange Act, please also ensure that the exclusive forum provision
in the Certificate of Incorporation states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
            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

CORRESP
1
filename1.htm

    mwe.com

    Dan Woodard

    Attorney at Law

    dwoodard@mwe.com

    +1 212 547 55553

July 10, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Patrick Kuhn

    Rufus Decker

    Rebekah Reed

    Mara Ransom

    Re:
    Brag House Holdings, Inc.

    Registration Statement on Form S-1

    Filed June 18, 2024

    File No. 333-280282

Dear Mr. Kuhn:

On behalf of Brag House Holdings,
Inc. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated July 1, 2024, relating
to the above referenced Registration Statement on Form S-1 (File No. 333-280282) filed by the Company on June 18, 2024 (the “Draft
Registration Statement”).

Concurrent with the submission
of this letter, the Company is filing via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which reflects
the Company’s responses to the comments provided by the Staff and certain updated information.

For ease of review, we have
set forth below each of the numbered comments of your letter and the Company’s responses thereto. Capitalized terms used herein
but not defined herein have the meanings given to such terms in Amendment No. 1.

    One Vanderbilt Avenue New York NY 10017-3852 Tel +1 212 547 5400
    Fax

    +1 212 547 5444

    US practice conducted through McDermott Will & Emery LLP.

Registration Statement on Form S-1 filed June 18, 2024

Prospectus Summary, page 1

    1.
    Please revise to address in the prospectus summary the going concern qualification in your independent auditors' report, as well as your net losses and accumulated deficit.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 8 of Amendment No. 1 to address the going concern qualification in its auditors’
report as well as its net losses and accumulated deficit.

Capitalization, page 40

    2.
    Please revise the amounts presented in the total capitalization line item to exclude the amounts presented in the cash and cash equivalents line item.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 41 of Amendment No. 1 to exclude the amounts presented in the cash and cash equivalents
line item.

Dilution, page 42

    3.
    Please revise your historical, pro forma and pro forma as adjusted net tangible book value(deficit) amounts as of March 31, 2024 to exclude deferred offering costs.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 43-44 of Amendment No. 1 to exclude deferred offering costs from its historical,
pro forma and pro forma as adjusted net tangible book value (deficit) amounts as of March 31, 2024.

 Business

Our B2B Strategy, page 54

    4.
    We note your added disclosure regarding "amassing data" of your users and using it to "empower brands to craft...marketing strategies." Please clarify the status of these business activities and provide additional detail on how you intend to generate revenues through the collection of this data. Make conforming revisions to the prospectus summary, and ensure that your risk factor disclosure addresses any material risks associated with the collection, use, and/or sale of users' data. Additionally, please revise your disclosure regarding the "cost per mille" and "cost per click" performance metrics on page 59 to more clearly explain whether and how these metrics relate to your "data insights" or other business activities and how they measure performance. For example, clarify whether these metrics relate to amounts that you have been paid by other companies for such services, considering your disclosure elsewhere indicating that 99% of your revenues in 2023 were derived from sponsored tournaments.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages and 2, 4 and 56 to clarify that it intends to generate revenues through its data
insights model by charging brands a fee to access the insights. The Company also revised its risk factor disclosure on page 18 of Amendment No. 1 to address the risks associated with the collection, use and sale of users’
data through its data insights model.

The Company has also revised its disclosure on
pages 2, 4, 56 and 61 of Amendment No. 1 to clarify that its data insights model will not be operational until Q1 2025.

The Company has also revised its disclosure on
page 61 of Amendment No. 1 to clarify that its data insights model will help to reduce both CPM and CPC for sponsors that purchase such
services once it is implemented in Q1 2025.

    2

Description of Capital Stock, page 77

    5.
    Please revise to eliminate inconsistencies between your governing documents filed as exhibits to the registration statement and the disclosure in this section. For example, you disclose that the voting standard applicable to any action other than the election of directors is "majority of the votes cast," while Section 2.09(c) of your bylaws filed as Exhibit 3.4 states, "...any matter, other than the election of directors...shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter." Section 2.03 of your bylaws also suggests that stockholders holding at least 20% of your voting power may call special meetings, which is inconsistent with the disclosure regarding special meetings on page 78.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 35 and 79-81 to accurately describe the corporate governance provisions in its
Certificate of Incorporation and Amended and Restated Bylaws.

Anti-Takeover Provisions

Choice of Forum, page 78

    6.
    You state that the exclusive forum provision in your certificate of incorporation "will not apply to claims which are vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware," and specifically that it would not apply to "actions arising under federal securities law." However, this is not apparent from Article 12 of your Certificate of Incorporation filed as Exhibit 3.1, which states that the Court of Chancery of the State of Delaware will be the exclusive forum for "any derivative action or proceeding," with no carve-out or qualifier that would limit the provision from applying to derivative actions arising under the Securities Act or Exchange Act. We further note that the provision granting federal district courts exclusive jurisdiction over claims arising under the Securities Act is found in your bylaws, rather than in the Certificate of Incorporation as disclosed as page 79. Please revise the prospectus and/or your governing documents as needed to consistently indicate which provisions apply to actions arising under the Securities Act and/or Exchange Act, taking note that Section 27 of the Exchange Act creates exclusive federal jurisdiction for claims arising under the Exchange Act and Section 22 of the Securities Act creates concurrent federal and state jurisdiction for claims arising under the Securities Act. Your risk factor disclosure on page 34 contains similar inconsistencies but suggests that you may be amending your charter shortly before this offering occurs, given that it refers to the "certification of incorporation that will be in effect immediately prior to the closing of this offering."

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 35 and 80-81 to accurately describe the choice-of-forum provisions in its Certificate
of Incorporation.

Underwriting

Lock-Up Agreements, page 89

    7.
    Your disclosure that shares held by your officers, directors, and certain shareholders will be subject to a lock-up period of 180 days is inconsistent with the disclosure on page 8 that the lock-up periods applicable to these parties will range from 30-180 days. Please revise for consistency and provide additional information that enables investors to understand the volume of shares that will be subject to any disparate lock-up periods.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 9, 83 and 91 of Amendment No. 1 to clarify that the lock-up periods will be either
30 or 180 days, and also revised to disclose a percentage of shares which will be subject to each applicable lock-up period.

Description of Capital Stock, page 77

    8.
    Please file as an exhibit to the registration statement the certificate of designation for your Series A Preferred Stock.

Response: In response to the Staff’s
comment, the Company has filed the certificate of designation for its Series A Preferred Stock as an exhibit to Amendment No. 1.

    3

Please contact me at +1 212 547 5553 if you have
any questions or require any additional information in connection with this letter or the Company’s submission of its revised Registration
Statement on Form S-1.

    Sincerely,

    /s/ Daniel Woodard

    cc: Lavell Juan Malloy, II, Chief Executive Officer

4

July 1, 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.
Registration Statement on Form S-1
Filed June 18, 2024
File No. 333-280282
Dear Lavell Juan Malloy II:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed June 18, 2024
Prospectus Summary, page 1
1.Please revise to address in the prospectus summary the going concern qualification in
your independent auditors' report, as well as your net losses and accumulated deficit.
Capitalization, page 40
2.Please revise the amounts presented in the total capitalization line item to exclude the
amounts presented in the cash and cash equivalents line item.
Dilution, page 42
3.Please revise your historical, pro forma and pro forma as adjusted net tangible book value
(deficit) amounts as of March 31, 2024 to exclude deferred offering costs.

July 1, 2024
Page 2
Business
Our B2B Strategy, page 54
4.We note your added disclosure regarding "amassing data" of your users and using it to
"empower brands to craft...marketing strategies." Please clarify the status of these
business activities and provide additional detail on how you intend to generate revenues
through the collection of this data. Make conforming revisions to the prospectus
summary, and ensure that your risk factor disclosure addresses any material risks
associated with the collection, use, and/or sale of users' data. Additionally, please revise
your disclosure regarding the "cost per mille" and "cost per click" performance metrics
on page 59 to more clearly explain whether and how these metrics relate to your "data
insights" or other business activities and how they measure performance. For example,
clarify whether these metrics relate to amounts that you have been paid by other
companies for such services, considering your disclosure elsewhere indicating that 99% of
your revenues in 2023 were derived from sponsored tournaments.
Description of Capital Stock, page 77
5.Please revise to eliminate inconsistencies between your governing documents filed as
exhibits to the registration statement and the disclosure in this section. For example, you
disclose that the voting standard applicable to any action other than the election of
directors is "majority of the votes cast," while Section 2.09(c) of your bylaws filed as
Exhibit 3.4 states, "...any matter, other than the election of directors...shall be decided by
the affirmative vote of the majority of shares present in person or represented by proxy at
the meeting and entitled to vote on the matter." Section 2.03 of your bylaws also suggests
that stockholders holding at least 20% of your voting power may call special meetings,
which is inconsistent with the disclosure regarding special meetings on page 78.
Anti-Takeover Provisions
Choice of Forum, page 78
You state that the exclusive forum provision in your certificate of incorporation "will not
apply to claims which are vested in the exclusive jurisdiction of a court or forum other
than the Court of Chancery of the State of Delaware," and specifically that it would not
apply to "actions arising under federal securities law." However, this is not apparent from
Article 12 of your Certificate of Incorporation filed as Exhibit 3.1, which states that the
Court of Chancery of the State of Delaware will be the exclusive forum for "any
derivative action or proceeding," with no carve-out or qualifier that would limit the
provision from applying to derivative actions arising under the Securities Act or Exchange
Act. We further note that the provision granting federal district courts exclusive
jurisdiction over claims arising under the Securities Act is found in your bylaws, rather
than in the Certificate of Incorporation as disclosed as page 79. Please revise the
prospectus and/or your governing documents as needed to consistently indicate which
provisions apply to actions arising under the Securities Act and/or Exchange Act, taking
note that Section 27 of the Exchange Act creates exclusive federal jurisdiction for claims
arising under the Exchange Act and Section 22 of the Securities Act creates concurrent
federal and state jurisdiction for claims arising under the Securities Act. Your risk factor
disclosure on page 34 contains similar inconsistencies but suggests that you may be
 6.

July 1, 2024
Page 3
amending your charter shortly before this offering occurs, given that it refers to the
"certification of incorporation that will be in effect immediately prior to the closing of this
offering."
Underwriting
Lock-Up Agreements, page 89
7.Your disclosure that shares held by your officers, directors, and certain shareholders will
be subject to a lock-up period of 180 days is inconsistent with the disclosure on page 8
that the lock-up periods applicable to these parties will range from 30-180 days. Please
revise for consistency and provide additional information that enables investors to
understand the volume of shares that will be subject to any disparate lock-up periods.
Exhibits
8.Please file as an exhibit to the registration statement the certificate of designation for your
Series A Preferred Stock.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

United States securities and exchange commission logo
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.

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 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

United States securities and exchange commission logo
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

 FirstName LastNameLavell Juan Malloy, II
 Comapany NameBrag House Holdings, Inc.
 November 9, 2023 Page 2
 FirstName LastNameLavell Juan Malloy, II
Brag House Holdings, Inc.
November 9, 2023
Page 2
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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 Comapany NameBrag House Holdings, Inc.
 November 9, 2023 Page 3
 FirstName LastNameLavell Juan Malloy, II
Brag House Holdings, Inc.
November 9, 2023
Page 3
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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 Comapany NameBrag House Holdings, Inc.
 November 9, 2023 Page 4
 FirstName LastName
Lavell Juan Malloy, II
Brag House Holdings, Inc.
November 9, 2023
Page 4
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

United States securities and exchange commission logo
March 14, 2022
Lavell Juan Malloy, II
Chief Executive Officer
Brag House Holdings, Inc.
33 Irving Place, 3rd Floor
New York, NY 10003
Re:Brag House Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted February 14, 2022
CIK No. 0001903595
Dear Mr. Malloy:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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.
Draft Registration Statement on Form S-1 Submitted February 14, 2022
Prospectus Summary
Business Overview, page 1
1.Both here and in the “Business” section, please expand the discussion to disclose your
revenue generating activities including those discussed on pages 51-54 (e.g., subscribers,
advertisers, merchandise, tournament fees, etc.) and the percentage of your revenue
generated by each activity.  In this regard, we note your statement on page 1 that “…we
believe we are strongly positioned to capitalize on a large portion of the available gaming
market” and note your discussion of your user growth.  Please expand to discuss how you
will capitalize on this user growth.  In addition, explain how views and impressions will
affect your revenues and profit.

 FirstName LastNameLavell Juan Malloy, II
 Comapany NameBrag House Holdings, Inc.
 March 14, 2022 Page 2
 FirstName LastName
Lavell Juan Malloy, II
Brag House Holdings, Inc.
March 14, 2022
Page 2
Industry and Other Data, page 34
2.Please revise to clarify whether you commissioned any of the third-party data identified
throughout the prospectus.  To the extent you commissioned any such data, disclose the
identity of these third-parties, and provide the consent of the third-party in accordance
with Rule 436 and Section 7 of the Securities Act.
Capitalization, page 37
3.Please revise your disclosures here and elsewhere throughout the filing to give effect to
the UK Reorganization and the U.S. Reorganization.  Also, revise your disclosures
throughout the filing to clarify whether the U.S. Reorganization has now occurred, and, if
it has, state the date of occurrence.
Providing Our Users Multiple Subscription (Membership) Options, page 52
4.We note that as of December 31, 2021, you had 864 Bragger members.  Please expand
this section to disclose the number of members you had in each type of paid membership
as of December 31, 2021.  In addition, expand the discussion of each type of paid
membership to disclose the cost per membership.
Executive and Director Compensation, page 67
5.Expand to identify your named executive officers.  Please update to provide executive
compensation disclosure for the fiscal year ended December 31, 2021, and expand to
disclose any compensation paid to Mr. Malloy. Refer to Item 402 of Regulation S-K.
Choice of Forum, page 71
6.Regarding the provision in your certificate of incorporation that provides that the federal
district courts of the United States of America will be the exclusive forum for resolving
any complaint asserting a cause of action arising under the Securities Act, please disclose
that there is uncertainty as to whether a court would enforce such provision.  Please also
add a risk factor disclosing the risks to investors of your exclusive forum provisions.
General
7.In an appropriate place in your prospectus, disclose how you define the following terms
which are currently in your Key Performance Indicators section on page 55 and other
terms throughout the prospectus, including, users, followers, engagement, views and
impressions.

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 Comapany NameBrag House Holdings, Inc.
 March 14, 2022 Page 3
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Brag House Holdings, Inc.
March 14, 2022
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8.Please revise to include the terms of your material agreements, including the AWS
agreement, agreements with third-party processors, Agency Supplier Agreement with
Moroch Partners, any agreements with Jordan Belfort and your informal agreement with
Black Collegiate Gaming Association. Please also file these agreements as exhibits to this
registration statement.  Refer to Item 601(b)(10)(ii)(B) of Regulation S-K.
9.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
            You may 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 Stacey Peikin at 202-551-6223 or Jennifer López Molina at 202-551-3792 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services