SEC Comment Letter 0000000000-24-004755 to Gamehaus Holdings Inc. (GMHS)
Gamehaus Holdings Inc.
Date: April 29, 2024 · CIK: 0002000530 · Accession: 0000000000-24-004755
AI Filing Summary & Sentiment
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File numbers found in text: 333-278499
Letter
United States securities and exchange commission logo April 29, 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. Registration Statement on Form F-4 Filed April 4, 2024 File No. 333-278499 Dear Ling Yan: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form F-4 Summary of the Proxy Statement/Prospectus, page 19 1.Please disclose here and elsewhere as appropriate, that you will be a "controlled company" under exchange listing rules after the offering, describe the corporate governance exemptions available to you and whether you plan to rely on such exemptions, and include a risk factor regarding the risks to investors of being a controlled company.
FirstName LastNameLing Yan Comapany NameGamehaus Holdings Inc. April 29, 2024 Page 2 FirstName LastName Ling Yan Gamehaus Holdings Inc. April 29, 2024 Page 2 Unaudited Condensed Consolidated Financial Statements Gamehaus, Inc. and Subsidiaries Note 1. Organization and Business Description Reorganization, page F-37 2.We note your response to prior comment 2. It remains unclear how your accounting for the acquisition of the equity interests in Kuangre SH, a transaction that occurred in February 2024, as if it was consummated in 2023 is in compliance with GAAP. Exhibit 23.2 Consent of Audit Alliance LLP, page 23.2 3.Please file an auditors' consent from Audit Alliance LLP that addresses the dual dating of its report. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. 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
April 29, 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.
Registration Statement on Form F-4
Filed April 4, 2024
File No. 333-278499
Dear Ling Yan:
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus, page 19
1.Please disclose here and elsewhere as appropriate, that you will be a "controlled
company" under exchange listing rules after the offering, describe the corporate
governance exemptions available to you and whether you plan to rely on such exemptions,
and include a risk factor regarding the risks to investors of being a controlled company.
FirstName LastNameLing Yan
Comapany NameGamehaus Holdings Inc.
April 29, 2024 Page 2
FirstName LastName
Ling Yan
Gamehaus Holdings Inc.
April 29, 2024
Page 2
Unaudited Condensed Consolidated Financial Statements
Gamehaus, Inc. and Subsidiaries
Note 1. Organization and Business Description
Reorganization, page F-37
2.We note your response to prior comment 2. It remains unclear how your accounting for
the acquisition of the equity interests in Kuangre SH, a transaction that occurred in
February 2024, as if it was consummated in 2023 is in compliance with GAAP.
Exhibit 23.2
Consent of Audit Alliance LLP, page 23.2
3.Please file an auditors' consent from Audit Alliance LLP that addresses the dual dating of
its report.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
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