Brag House Holdings Inc美股招股说明书(2025-03-07版)

252,197Shares of Common Stock Brag House Holdings, Inc. Thisprospectus relates to up to 252,197 shares of common stock,par value$0.0001pershare(the“Common Stock”),of Brag House Holdings,Inc.issued to the sellingstockholdersnamed in this prospectus that may be sold from time to time by suchselling stockholders. Theselling stockholders may sell shares from time to time in the open market,throughprivately negotiated transactions or a combination of these methods,atmarketprices prevailing at the time of sale or at negotiated prices.The sellingstockholdersmay offer shares to or through underwriters,dealers or other agents,directly to investors or through any other manner permitted by law, on a continued ordelayedbasis.We will bear all costs,expenses and fees in connection with theregistrationof the shares offered by this prospectus,and the selling stockholderswillbear all incremental selling expenses,including commissions and discounts,brokeragefees and other similar selling expenses they incur in the sale of theshares. See “Plan of Distribution”. Byseparate prospectus(the“IPO Prospectus”),we have registered an aggregate of1,475,000shares of common stock which we are offering for sale to the public throughourunderwriters,excluding any shares issuable upon exercise by the underwriters’of their over-allotment option. The252,197 shares of common stock offered by the selling stockholders is definedherein as the “Resale Shares.” ArtemisAve LLC(“Artemis”)has agreed to sign a 30daylock-up agreement withregard to its 78,125 Resale Shares. EVEMeta, LLC (“EVEMeta”) has agreed to sign a 30day lock-up agreement with regardto its 62,500 Resale Shares. Theother 111,572 Resale Shares are not subject to any lock-up agreements or otherrestrictions of any kind. Wehave been approved to list our common stock for trading on the Nasdaq CapitalMarketunder the symbol“TBH”,and our shares will begin trading on Nasdaq onMarch6,2025.The Resale Shares will only be sold by the selling stockholderspursuant to this prospectus following the consummation of our initial public offeringand the listing of our common stock on the Nasdaq Capital Market. Weeffected a 1 for 5.1287 consolidation of our issued and outstanding Common StockandPreferred Stock on June14,2024,(the“Original Reverse Split”).OnOctober11,2024,we canceled the Original Reverse Split and effected a 1 for2.43615consolidation of our issued and outstanding Common Stock and Preferred Stock(the“Reverse Split”).This prospectus gives effect to the cancellation of theOriginalReverse Split and the effectiveness of the Reverse Split.Except whereotherwiseindicated,all share and per share data in this prospectus have beenretroactively restated to reflect the Reverse Split. We are an “emerging growth company” under the federal securities laws and, as such,wehave elected to comply with certain reduced public company reporting requirementsforthis prospectus and future filings.See“Prospectus Summary—Implications ofBeing an Emerging Growth Company and a Smaller Reporting Company.” Investingin our Common Stock involves a high degree of risk.Before buyinganyshares,you should carefully read the discussion of the material risksofinvestinginourCommonStockundertheheading“RiskFactors”beginningon page 13 of this prospectus. Salesof the shares of our common stock registered in this prospectus and the IPOProspectus will result in two offerings taking place concurrently, which might affectprice, demand, and liquidity of our common stock. Neitherthe Securities and Exchange Commission nor any state securitiescommissionhas approved or disapproved of these securities or passed on theadequacyor accuracy of this prospectus.Any representation to the contraryisa criminal offense. The date of this prospectus is March5, 2025 TABLEOF CONTENTS Neitherwe,the selling stockholders nor the underwriters have authorized anyone toprovideany information or to make any representations other than those contained inthisprospectus or in any free writing prospectus prepared by or on behalf of us ortowhich we have referred you.We take no responsibility for,and can provide noassuranceas to the reliability of,any other information that others may give you.Thisprospectus is an offer to sell only the shares of Common Stock offered hereby,butonly under circumstances and in jurisdictions where it is lawful to do so.Theinformation contained in this prospectus or in any applicable free writing prospectusiscurrent only as of its date,regardless of its time of delivery or any sale ofsharesof our Common Stock.Our business,financial condition,results of operationsand prospects may have changed since that date. Forinvestors outside the UnitedStates:Neither we,the selling stockholders northeunderwriters have done anything that would permit this offering or possession ordistributionof this prospectus in any jurisdiction where action for that purpose isrequired,other than in the UnitedStates.Persons outside the UnitedStateswhocome in