Brag House Holdings Inc

S-11 ea0204930-01.htm REGISTRATION STATEMENT

Asfiled with the Securities and Exchange Commission on June 17, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

25 Pompton Avenue, Suite 101

Verona, NJ 07044

(413) 398-2845

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Lavell Juan Malloy, II

Chief Executive Officer

Brag House Holdings Inc.

25 Pompton Avenue, Suite 101

Verona, NJ 07044

(413) 398-2845

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 17, 2024

PRELIMINARY PROSPECTUS

Shares

Common Stock

We are offering 1,600,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”). This is our initial public offering. The initial public offering price for our Common Stock is expected to be $5.00 per share.

Prior to the offering, there has been no public market for our Common Stock. We have applied to list our Common Stock on The Nasdaq Capital Market, or Nasdaq, under the symbol “TBH” which listing is a condition to this offering. However, no assurance can be given that our application will be approved and that our Common Stock will ever be listed on Nasdaq. If our listing application is not approved by Nasdaq, we will not be able to consummate the offering and will terminate this offering.

This prospectus gives effect to a 1 for 5.1287 consolidation of our issued and outstanding Common Stock, which was effected on June 14, 2024, (the “Reverse Split”). Except where otherwise indicated, all share and per share data in this prospectus have been retroactively restated to reflect the Reverse Split.

We are an “emerging growth company” under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our Common Stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of the material risks of investing in our Common Stock under the heading “Risk Factors” beginning onpage 11 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

(1) Does not include additional compensation payable to the underwriters. We have agreed to pay the underwriters a non-accountable expense allowance equal to 1.0% of the total proceeds raised and to reimburse the underwriters for certain expenses incurred relating to this offering, including an accountable expense allowance equal to $150,000. In addition, we will issue to representative of the underwriters, Kingswood Capital Partners, LLC, or its designees, warrants to purchase in the aggregate the number of shares of our Common Stock equal to three percent (3%) of the number of shares sold in this offering at an exercise price equal to 100% of the offering price of the Common Stock offered hereby. See “Underwriters” beginning on page 88 of this prospectus for additional information regarding the compensation payable to the underwriters.

We have granted a 45-day option to the underwriters to purchase up to 240,000 additional shares of Common Stock, representing 15% of the Common Stock sold in this offering, solely to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $736,000, and the total proceeds to us, before expenses, will be $8,464,000.

Delivery of the shares of Common Stock is expected to be made on or about , 2024.

KINGSWOOD CAPITAL PARTNERS, LLC

The date of this prospectus is , 2024