Brag House Holdings, Inc.

S-11 ea0270422-s1_braghouse.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on December 23, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Brag House Holdings, Inc.

(Exact name of registrant as specified in its charter)

45 Park Street

Montclair, NJ 07042

Telephone: (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.

45 Park Street,

Montclair, NJ 07042

(413) 398-2845

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

Please send copies of all communications to:

**Joseph M. Lucosky, Esq.

Steven A. Lipstein, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Woodbridge, NJ 08830

(732) 395-4400

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

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, please 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, 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 check mark if the registrant has elected not 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. ☐

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 that 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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold 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.

’

Up to 162,964,288 Shares of Common Stock offered by the Selling Securityholder

This preliminary prospectus relates to the resale of up to 162,964,288 shares (the “Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”) of Brag House Holdings, Inc.’s (“Brag House” or the “Company”), by YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Selling Securityholder” or “YA II” or “Yorkville”) consisting of (i) up to 147,536,518 shares of Common Stock comprised of: (a) 10,173,881 shares of Common Stock issuable pursuant to exercises of a warrant to purchase shares of Common Stock issued to the Selling Securityholder (the “Warrant”) and (b) up to 137,362,637 shares of Common Stock (based on an assumed price of $0.7280 equal to 97% of the closing price of the Common Stock on the Nasdaq Capital Market (“Nasdaq”) on December 5, 2025 of $0.7505) that we may, in our discretion, elect to issue and sell to the Selling Securityholder, from time to time after the date of this prospectus, pursuant to an equity purchase agreement by and among the Company, House of Doge Inc., (“HOD” or “House of Doge”), and the Selling Securityholder on December 4, 2025 (the “Yorkville Purchase Agreement”), in which the Company has the right, but not the obligation, to sell to the Selling Securityholder, and the Selling Securityholder is obligated to purchase, up to the lesser of (x) $100,000,000 in aggregate gross purchase price of newly issued shares of the Company’s Common Stock (the “Equity Line Securities”) and (y) 3,957,838 shares of Common Stock (the “Exchange Cap”) provided that the Exchange Cap shall not apply to any shares sold to Yorkville at or above $0.86 (the “Base Price”) and (ii) up to 15,427,770 shares of Common Stock issuable to the Selling Securityholder pursuant to a convertible promissory note issued jointly and severally by the Company and HOD to the Selling Securityholder on December 4, 2025 (the “Yorkville Convertible Note”), with an aggregate original principal amount of up to $11,000,000. See the section entitled “Corporate Overview – Yorkville Facility” for a description of the Warrant, the Yorkville Purchase Agreement, and the Yorkville Convertible Note and the section entitled “Selling Securityholder” for additional information regarding the Selling Securityholder.

The number of shares of Common Stock being registered hereby reflects the assumed maximum number of shares that may become issuable under the Yorkville Purchase Agreement and the Yorkville Convertible Note based on their contractual pricing formulas. Under the Yorkville Purchase Agreement, the per share purchase price for the Equity Line Securities in a purchase effected by the Company pursuant to the Yorkville Purchase Agreement, if any, will be equal to 97% of the volume weighted average price of the Securities (the “VWAP”), calculated in accordance with the Yorkville Purchase Agreement, during the applicable purchase date (the “VWAP Purchase Date”). Under the Yorkville Convertible Note, the conversion price equals 95% of the lowest daily VWAP of the Common Stock during the five consecutive trading days immediately preceding the relevant conversion date (the “VWAP Conversion Date”). Solely for purposes of calculating the number of shares being registered, we have assumed the VWAP is equal to the closing price of our Common Stock on December 5, 2025 of $0.7505 per share. Based on this assumption, the assumed purchase price for the Equity Line Securities is $0.7280 per share and the assumed conversion price for the Convertible Note is $0.7130 per share. The actual number of shares issued, if any, will vary depending on the VWAP at the time of each purchase or conversion and may differ materially from the amounts being registered.

Our registration of the securities covered by this prospectus does not mean that the Selling Securityholder will offer or sell any of the shares of Common Stock. The Selling Securityholder may offer, sell or distribute all or a portion of their shares of Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any proceeds from the sale of shares of Common Stock by the Selling Securityholder pursuant to this prospectus. However, we expect to receive proceeds from exercises of the Warrant and sales of Common Stock that we may elect to make to the Selling Securityholder pursuant to the Yorkville Purchase Agreement, if any, from time to time in our discretion. See “Selling Securityholder” section for a description of how the price we may sell shares of Common Stock to the Selling Securityholder is calculated pursuant to the Yorkville Purchase Agreement. We provide more information about how the Selling Securityholder may sell or otherwise dispose of the shares of our Common Stock in the section entitled “Plan of Distribution (Conflict of Interest).” The Selling Securityholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of Common Stock to which this prospectus relates by the Selling Securityholder, including legal and accounting fees. We have also engaged Digital Offering, LLC (“Digital Offering”) to act as a “qualified independent underwriter” in this offering, whose fees and expenses will be paid by the Selling Securityholder. See section titled “Plan of Distribution (Conflict of Interest)” beginning on page 19 of this prospectus.

No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities.

You should read this prospectus, together with additional information described under the headings “Information Incorporated by 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 reporting requirements for this prospectus and future filings. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of information that should be considered in connection with an investment in our 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 7 of this prospectus and in the documents incorporated by reference into this prospectus for a discussion of risks that should be considered in connection with an investment in our securities.

Our Common Stock is listed on Nasdaq under the symbol “TBH.” On December 22, 2025, the last reported sale price of our Common Stock on Nasdaq was $0.64 per share.

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

The date of this prospectus is , 2025.

TABLE OF CONTENTS

i