SEC Comment Letter 0000000000-24-001867 to Gamehaus Holdings Inc. (GMHS)
Gamehaus Holdings Inc.
Date: Feb. 16, 2024 · CIK: 0002000530 · Accession: 0000000000-24-001867
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo February 16, 2024 Ling Yan Chief Financial Officer Gamehaus Holdings Inc. 5th Floor, Building 2, No. 500 Shengxia Road Pudong New District, Shanghai The People’s Republic of China, 201210 Re:Gamehaus Holdings Inc. Amendment No. 1 to Draft Registration Statement on Form F-4 Submitted January 29, 2024 CIK No. 0002000530 Dear Ling Yan: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 13, 2023 letter. Amendment No. 1 to Draft Registration Statement on Form F-4 Filed January 29, 2024 Unaudited Pro Forma Condensed Combined Financial Information Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 156 1.We note on page F-8 you expect "to complete the reorganization procedure by December 31, 2024." Tell us and disclose whether or not it is a condition to closing the merger that the registrant will hold 100% equity interest in Kuangre SH. If the transaction is structured in such a manner that significantly different results may occur, provide additional pro forma presentations which give effect to the range of possible results as required by Rule 11-02(a)(10) of Regulation S-X. Otherwise please advise.
FirstName LastNameLing Yan Comapany NameGamehaus Holdings Inc. February 16, 2024 Page 2 FirstName LastName Ling Yan Gamehaus Holdings Inc. February 16, 2024 Page 2 Performance Results of Operations, page 234 2.We note your discussion of key metrics. However, we also note that for your financial projections and elsewhere, you identify Average Revenue per User ("ARPU"), retention rate, and payment rate as being "core indicators." Please clarify whether you consider those to be key performance or operational metrics, and include them for the periods presented. To the extent management does not consider these to be key performance indicators, provide tell us how core indicators differ from key performance metrics and why management does not believe they are material to investors. Financial Statements Gamehaus, Inc. and Subsidiaries Note 1, Organization and Business description Reorganization, page F-8 3.We note your financial statements retroactively reflect the termination of the VIE Agreements on September 1, 2023 as if it occurred on June 30, 2021. Your basis for retroactively reporting this post-balance sheet transaction is unclear. Please advise us and tell us if you intend to update your financial statements prior to requesting effectiveness. 4.We note of the remaining 23.2284% of the equity interests in Shanghai Kuangre, only 7.65% is owned by Feng Xie while the remaining equity is held by what appear to be other unrelated parties. With a view towards clarifying disclosure, please explain to us the basis for your accounting for this minority interest under generally accepted accounting principles. Specifically address your basis for retroactively reporting the acquisition of this minority interest as if it occurred on June 30, 2021. Software Development Costs, page F-14 5.Tell us why Gamehaus recognized no amortization expense for capitalized software development costs during the year ended June 30, 2023, in light of its publication of three games during the fiscal year. Golden Star Acquisition Corporation Balance Sheet, page F-32 6.We note in your response to prior comment 29 management believes within one year a majority of the funds held in the trust account will be redeemed by its public shareholders and therefore be unavailable to be used for an acquisition of long-term assets. We continue to believe since the funds are restricted as to withdrawal and will be used for other than current operations, i.e., it will be used to fund shareholder redemptions, it should be classified outside of current assets. We refer you to the guidance in ASC 210- 10-45-4.
FirstName LastNameLing Yan Comapany NameGamehaus Holdings Inc. February 16, 2024 Page 3 FirstName LastName Ling Yan Gamehaus Holdings Inc. February 16, 2024 Page 3 Please contact Joseph Kempf at 202-551-3352 or Robert Littlepage at 202-551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Charli Wilson at 202-551-6388 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Yurui Chen
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United States securities and exchange commission logo
February 16, 2024
Ling Yan
Chief Financial Officer
Gamehaus Holdings Inc.
5th Floor, Building 2, No. 500 Shengxia Road
Pudong New District, Shanghai
The People’s Republic of China, 201210
Re:Gamehaus Holdings Inc.
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted January 29, 2024
CIK No. 0002000530
Dear Ling Yan:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
December 13, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4 Filed January 29, 2024
Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 156
1.We note on page F-8 you expect "to complete the reorganization procedure by December
31, 2024." Tell us and disclose whether or not it is a condition to closing the merger that
the registrant will hold 100% equity interest in Kuangre SH. If the transaction is structured
in such a manner that significantly different results may occur, provide additional pro
forma presentations which give effect to the range of possible results as required by Rule
11-02(a)(10) of Regulation S-X. Otherwise please advise.
FirstName LastNameLing Yan
Comapany NameGamehaus Holdings Inc.
February 16, 2024 Page 2
FirstName LastName
Ling Yan
Gamehaus Holdings Inc.
February 16, 2024
Page 2
Performance Results of Operations, page 234
2.We note your discussion of key metrics. However, we also note that for your financial
projections and elsewhere, you identify Average Revenue per User ("ARPU"), retention
rate, and payment rate as being "core indicators." Please clarify whether you consider
those to be key performance or operational metrics, and include them for the periods
presented. To the extent management does not consider these to be key performance
indicators, provide tell us how core indicators differ from key performance metrics and
why management does not believe they are material to investors.
Financial Statements
Gamehaus, Inc. and Subsidiaries
Note 1, Organization and Business description
Reorganization, page F-8
3.We note your financial statements retroactively reflect the termination of the VIE
Agreements on September 1, 2023 as if it occurred on June 30, 2021. Your basis for
retroactively reporting this post-balance sheet transaction is unclear. Please advise us and
tell us if you intend to update your financial statements prior to requesting effectiveness.
4.We note of the remaining 23.2284% of the equity interests in Shanghai Kuangre, only
7.65% is owned by Feng Xie while the remaining equity is held by what appear to
be other unrelated parties. With a view towards clarifying disclosure, please explain to us
the basis for your accounting for this minority interest under generally accepted
accounting principles. Specifically address your basis for retroactively reporting the
acquisition of this minority interest as if it occurred on June 30, 2021.
Software Development Costs, page F-14
5.Tell us why Gamehaus recognized no amortization expense for capitalized software
development costs during the year ended June 30, 2023, in light of its publication of three
games during the fiscal year.
Golden Star Acquisition Corporation
Balance Sheet, page F-32
6.We note in your response to prior comment 29 management believes within one year a
majority of the funds held in the trust account will be redeemed by its public shareholders
and therefore be unavailable to be used for an acquisition of long-term assets. We
continue to believe since the funds are restricted as to withdrawal and will be used for
other than current operations, i.e., it will be used to fund shareholder redemptions, it
should be classified outside of current assets. We refer you to the guidance in ASC 210-
10-45-4.
FirstName LastNameLing Yan
Comapany NameGamehaus Holdings Inc.
February 16, 2024 Page 3
FirstName LastName
Ling Yan
Gamehaus Holdings Inc.
February 16, 2024
Page 3
Please contact Joseph Kempf at 202-551-3352 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Charli Wilson at 202-551-6388 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Yurui Chen