Gamehaus Holdings Inc. Files 20-F for FY2024

TL;DR

Gamehaus Holdings Inc. dropped its 20-F for FY24, showing financials for 2022-2024. Check it for Golden Star Acquisition Corp details.

AI Summary

Gamehaus Holdings Inc. filed its 20-F for the fiscal year ending June 30, 2024. The company, incorporated in E9 and headquartered in Shanghai, China, operates in computer processing and data preparation services. The filing includes financial data related to its fiscal years 2022, 2023, and 2024, with specific details on Golden Star Acquisition Corporation and its redeemable and non-redeemable shares.

Why It Matters

This filing provides investors with the annual financial and operational overview of Gamehaus Holdings Inc., crucial for understanding the company's performance and future outlook.

Risk Assessment

Risk Level: medium — The filing is a standard annual report, but the company's specific industry and geographic location (China) can introduce inherent risks not detailed in this summary.

Key Numbers

• FY2024 — Fiscal Year End (The period covered by the 20-F filing.)
• 2022-2024 — Financial Years Covered (The report includes financial data spanning these three fiscal years.)

Key Players & Entities

• Gamehaus Holdings Inc. (company) — Filer of the 20-F report
• 0001829126-25-000565 (document_id) — Accession number for the filing
• 20240630 (date) — Conformed period of report
• 20250130 (date) — Filing date
• 7374 (industry_code) — Standard Industrial Classification for Services-Computer Processing & Data Preparation
• Shanghai (location) — City of business and mail address
• 0630 (date) — Fiscal year end
• Golden Star Acquisition Corporation (company) — Subsidiary or related entity mentioned in financial data

FAQ

Key Financial Figures

• $0.0001 — h registered Class A Ordinary Shares, $0.0001 par value per share GMHS The Nasdaq
• $145.2 m — the fiscal year ended June 30, 2024 was $145.2 million, with net cash flows generated fr
• $3.2 m — generated from operating activities of $3.2 million, compared to $168.2 million of re
• $168.2 million — activities of $3.2 million, compared to $168.2 million of revenue and $2.2 million of net cash
• $2.2 million — mpared to $168.2 million of revenue and $2.2 million of net cash flows generated from operat
• $8.6 million — ne 30, 2023. Gamehaus had net income of $8.6 million and $4.1 million for the fiscal years e
• $4.1 million — haus had net income of $8.6 million and $4.1 million for the fiscal years ended June 30, 202

Filing Documents

• gameholding_20f.htm (20-F) — 2370KB
• gameholding_ex1-1.htm (EX-1.1) — 1153KB
• gameholding_ex4-2.htm (EX-4.2) — 91KB
• gameholding_ex4-3.htm (EX-4.3) — 91KB
• gameholding_ex4-4.htm (EX-4.4) — 120KB
• gameholding_ex4-5.htm (EX-4.5) — 161KB
• gameholding_ex4-6.htm (EX-4.6) — 87KB
• gameholding_ex4-7.htm (EX-4.7) — 101KB
• gameholding_ex4-8.htm (EX-4.8) — 60KB
• gameholding_ex4-9.htm (EX-4.9) — 40KB
• gameholding_ex4-10.htm (EX-4.10) — 60KB
• gameholding_ex15-1.htm (EX-15.1) — 481KB
• gameholding_ex15-2.htm (EX-15.2) — 3KB
• gameholding_ex15-3.htm (EX-15.3) — 3KB
• gameholding_ex15-4.htm (EX-15.4) — 2KB
• ex1-1_001.jpg (GRAPHIC) — 3KB
• ex15-4_001.jpg (GRAPHIC) — 146KB
• ex15-4_002.jpg (GRAPHIC) — 21KB
• 0001829126-25-000565.txt ( ) — 13989KB
• gmhs-20250124.xsd (EX-101.SCH) — 89KB
• gmhs-20250124_cal.xml (EX-101.CAL) — 81KB
• gmhs-20250124_def.xml (EX-101.DEF) — 434KB
• gmhs-20250124_lab.xml (EX-101.LAB) — 449KB
• gmhs-20250124_pre.xml (EX-101.PRE) — 483KB
• gameholding_20f_htm.xml (XML) — 2025KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1

KEY INFORMATION

ITEM 3. KEY INFORMATION 1

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 4

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 4

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 18

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 26

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 27

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 27

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 28

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS 32

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 32 PART II 33 PART III 35

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 35

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 35 EXHIBIT INDEX 35 i Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Shell Company Report on Form 20-F (including information incorporated by reference herein, the "Report") is being filed by Gamehaus Holding Inc., a Cayman Islands exempted company ("Pubco"). Unless otherwise indicated, "we," "us," "our," and "Pubco," and similar terminology refers to Gamehaus Holding Inc., a company incorporated under the laws of the Cayman Islands, and its subsidiaries subsequent to the Business Combination (defined below). References to "Gamehaus," the "Company" and "Gamehaus Inc." refers to Gamehaus Inc. prior to the consummation of the Business Combination. This Report contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as "expects," "intends," "plans," "believes," "anticipates," "estimates," and variations of such words and similar expressions are intended to identify the forward-looking statements. The risk factors and cautionary language referred to in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in " Item 3. Key Information—D. Risk Factors " herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Although we believe that the expectations reflected in such forward-looking statem

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS A. Directors and Senior Management The directors and executive officers are set forth in the section entitled "Item 6. Directors, Senior Management and Employees – A. Directors and Executive Officers." The business address for each of Pubco's directors and senior management is 5th Floor, Building 2, No. 500 Shengxia Road, Pudong New District, Shanghai, the PRC. B. Advisors Hunter Taubman Fischer & Li LLC acted as U.S. counsel for Gamehaus upon the Business Combination. The address of Hunter Taubman Fischer & Li LLC is 950 Third Avenue, 19th Floor, New York, NY 10022. Ogier acted as the Cayman Islands counsel for Gamehaus upon the Business Combination. The address of Ogier is Floor 11, Central Tower, 28 Queen's Road Central, Central, Hong Kong. C. Auditors Audit Alliance LLP acted as the independent registered public accounting firm of Gamehaus, for its consolidated financial statements as of and for the fiscal years ended June 30, 2024 and 2023, and will be the Company's independent registered public accounting firm following the Business Combination. The address of Audit Alliance LLP is 10 Anson Road, #20-16 International Plaza, Singapore 079903. UHY LLP, an independent registered public accounting firm, has acted as the accounting firm for Golden Star since 2021 through January 24, 2025, the closing date of the Business Combination. UHY LLP is headquartered in Farmington Hills, Michigan, U.S.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. [Reserved] 1 Table of Contents B. Capitalization and Indebtedness The following table sets forth the capitalization of the Company on an unaudited pro forma condensed combined basis as of June 30, 2024, after giving effect to the Business Combination assuming 100% redemptions into Cash. As of June 30, 2024 Pro Forma Combined Cash and cash equivalents $ 13,869,167 Ordinary shares, class A 3,787 Ordinary shares, class B 1,560 Additional paid-in capital 9,729,164 Retained earnings 19,581,469 Accumulated other comprehensive loss (1,772,669 ) Non-controlling interests 28,036 Total Equity 27,571,347 Debt: Due to related party 28,036 Total capitalization $ 27,599,383 C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors The risk factors associated with the Company are described in the Form F-4 in the section titled " Risk Factors ," which is incorporated herein by reference.

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company Corporate History Gamehaus was incorporated under the laws of the Cayman Islands on December 2, 2020. The Company began its operations through Shanghai Kuangre Network Technology Co., Ltd. ("Shanghai Kuangre"), which is a limited liability company established pursuant to PRC laws on August 25, 2016. Shanghai Kuangre has formed the following two wholly owned subsidiaries pursuant to Hong Kong laws: (i) Dataverse, which was established on September 9, 2016 and (ii) Avid.ly Co., Limited ("Avid.ly"), which was established on June 21, 2017. Gamehaus underwent a series of restructuring transactions, which primarily included: on December 9, 2020, the Company incorporated Joypub Holding Limited ("Gamehaus BVI") pursuant to the laws of the British Virgin Islands as a wholly owned subsidiary of Gamehaus; on January 7, 2021, the Company incorporated Gamehaus Limited ("Gamehaus HK") in Hong Kong as a wholly owned subsidiary of Gamehaus BVI; on March 4, 2021, the Company incorporated Chongqing Haohan pursuant to PRC laws as a wholly owned subsidiary of Gamehaus HK; on April 8, 2021, the Company incorporated Beijing Haoyou Network Technology Co., Ltd. ("Beijing Haoyou") pursuant to PRC laws as a wholly owned subsidiary of Chongqing Haohan; 2 Table of Contents on October 29, 2021 and July 1, 2022, Gamehaus HK acquired an aggregate of 35.89% of the equity interests in Shanghai Kuangre from seven shareholders of Shanghai Kuangre for a total consideration of RMB142,325,400. On May 31, 2023, Gamehaus HK acquired an aggregate of RMB109,560,000 worth of paid-up registered capital in Shanghai Kuangre, which was converted from the capital reserved and resolved by the shareholders' meeting. On October 16, 2023, Gamehaus HK completed the procedure of decreasing its subscribed capital in Shanghai Kuangre, and owed approximately 76.77% of the equity interests in Shanghai Kuangre. In February 2024

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS None.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS Following the Business Combination, we conduct business through Gamehaus and its subsidiaries. You should read the following discussion and analysis of the financial condition and results of operations of Gamehaus in conjunction with its consolidated financial statements and the related notes included elsewhere in this Report. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. The actual results of Gamehaus and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth "Item 3. Key Information—D. Risk Factors" and elsewhere in this Report . Business Overview Gamehaus is an exempted company with limited liability incorporated in the Cayman Islands. As a holding company with no material operations of its own, Gamehaus conducts all of its operations through its operating subsidiaries in Singapore, Hong Kong, and mainland China. Gamehaus is a technology-driven mobile game publishing company dedicated to nurturing partnerships with and amplifying the success of small- and medium-sized game developers. With its data-driven commercialization support and optimized game distribution solutions, the Company helps small- and medium-sized game developers stay competitive in the global gaming market. As a game publisher targeting the global market, Gamehaus distributes mobile games created by its developer partners across a wide range of gaming markets worldwide, including in countries such as the U.S., the U.K., Australia, Germany, France, Canada, Brazil, Japan, and India, among others. As of the date of this Report, Gamehaus has built a diverse game portfolio across multiple genres, including social casino, match, simulation, RPG, puzzle, and bingo. See " Business of Gamehaus—Game Genres and Portfolio ." Gamehaus' most popular game catego

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