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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.
 Lavell Juan Malloy, II
FirstName
Brag HouseLastNameLavell
            Holdings, Inc. Juan Malloy, II
Comapany
January 19,NameBrag
            2024       House Holdings, Inc.
January
Page 2 19, 2024 Page 2
FirstName LastName
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
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