Brag House Holdings Inc美股招股说明书(2025-09-26版)

This prospectus relates to the resale, from time to time, of up to 33,590,770 shares (the “Shares”) of common stock, par value$0.0001 per share (the “Common Stock”), of Brag House Holdings, Inc. (the “Company”), by the selling stockholders identified inthis prospectus under the section “Selling Stockholders” (the “Offering”) pursuant to: (i) a Securities Purchase Agreement dated July24, 2025 (the “Securities Purchase Agreement”) with twelve accredited investors (the “Investors”), whereby we issued to theInvestors: (x) 15,000 shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of Brag House Holdings, Inc.(“Series B Preferred Stock”), with each share of Series B Convertible Preferred Stock convertible into approximately 1,061.5711shares of Common Stock, for an aggregate of 15,923,567 shares of Common Stock (the “Conversion Shares”) at a conversion price of$0.942 per share of Series B Preferred Stock; and (y) 15,923,567 warrants (the “PIPE Warrants”) to purchase up to an aggregate of15,923,567 shares of Common Stock (the “Warrant Shares”) for a term of five years, at an exercise price of $0.817 per share, subjectto beneficial ownership limitations set by the holder and certain adjustments (the purchase price for one unit (consisting of one shareof Series B Convertible Preferred Stock convertible into approximately 1,061.5711 shares and the same number of PIPE Warrants) was$1,000), (ii) a termination agreement dated June 28, 2025 (as further described in the “Recent Developments” section) with H.C.Wainwright & Co., LLC (“HC Wainwright”) whereby we issued to HC Wainwright 536,093 warrants (“HCW Warrants”) to purchase536,093 shares of Common Stock (“HCW Warrant Shares”) at an exercise price of $1.884 per share, and (iii) a settlement agreementdated September 11, 2025 (as further described in the “Recent Developments” section) with Square Gate Capital, LLC (collectivelywith its parents, subsidiaries, and affiliates, “Square Gate”) whereby we issued to Square Gate 150,000 shares of Common Stock. In connection with the Offering, on July 24, 2025, Brag House Holdings, Inc. entered into a Placement Agent Agreement withRevere Securities LLC (the “Placement Agent”), in which the Placement Agent served as the placement agent in the Offering, and theCompany, as part of the compensation payable to the Placement Agent for services provided by the Placement Agent to the Companyin the Offering, issued warrants (the “Placement Agent Warrants” and, collectively with the PIPE Warrants and HCW Warrants, the“Warrants”), to purchase an aggregate of 1,057,543 shares of Common Stock (the “Placement Agent Warrant Shares”) at an exerciseprice of $0.942 per share, subject to certain adjustments. We are not selling any shares of our Common Stock under this prospectus and will not receive any proceeds from the sale ofany Conversion Shares, Warrant Shares, HCW Warrant Shares or Placement Agent Warrant Shares by the applicable SellingStockholders. We would, however, receive proceeds from any Warrants that are exercised through the payment of the exercise price incash of such Warrants, in a maximum amount of up to approximately $15,015,759. The Selling Stockholders will bear all commissionsand discounts, if any, attributable to the sale of the Shares. We will bear all costs, expenses and fees in connection with the registrationof the Shares. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing themethod and terms of the offering of such securities. You should read this prospectus, together with additional information described under the headings “Information Incorporatedby Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and a“smaller reporting company”, and as such, we have elected to take advantage of certain reduced public company reportingrequirements for this prospectus and future filings. Investing in our securities involves a high degree of risk. See “Risk Factors”beginning on page 5 of this prospectus for a discussion of information that should be considered in connection with an investment inour securities. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary —Implications of Being a Smaller Reporting Company.” Investing in our securities involves a high degree of risk. See the section titled “Risk Factors” beginning on page 5 ofthis prospectus and in the documents incorporated by reference into this prospectus for a discussion of risks that should beconsidered in connection with an investment in our securities. Our Common Stock is listed on The Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “TBH.” On September 26,2025, the last reported sale price of our Common Stock on Nasdaq was $1.51 per share. Neither the Securities an