SecProbe.io

December 12, 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.
Post Effective Amendment No. 2 to the Registration Statement on Form F-4
Filed November 27, 2024
File No. 333-278499
Dear Ling Yan:
            We have reviewed your post-effective amendment 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.
Post Effective Amendment No. 2 to the Registration Statement on Form S-1
Summary of Financial Analysis
Certain Gamehaus Projected Financial Information, page 129
1.We note that the Gamehaus projected financial information for fiscal year ended June
30, 2024 was considered by the Golden Star board and was used by CHFT Advisory
and Appraisal Ltd. in its valuation analysis of the equity value of Gamehaus and its
opinion of the fairness of the transaction to Golden Star’s shareholders. While we note
that you provide a cross-reference to the Gamehaus MD&A disclosure for the actual
results for the fiscal year ended June 30, 2024, please also revise to discuss how the
actual results compared to the projected results and the reasons for the material
changes. Also revise to discuss the extent to which these disparities have impacted
how the Golden Star board views the valuation and fairness opinion in recommending
the business combination.

December 12, 2024
Page 2
General
2.We note the changes you made to your disclosure appearing on the cover page,
Summary and Risk Factor sections relating to legal and operational risks associated
with operating in China and PRC regulations. It is unclear to us that there have been
changes in the regulatory environment in the PRC since the May 30, 2024 filing of the
prior post-effective amendment to the Form F-4 warranting revised disclosure to
mitigate the challenges you face and related disclosures. The Sample Letters to China-
Based Companies sought specific disclosure relating to the risk that the PRC
government may intervene in or influence your operations at any time, or may exert
control over operations of your business, which could result in a material change in
your operations and/or the value of the securities you are registering for sale. The
Sample Letters also sought specific disclosures relating to uncertainties regarding the
enforcement of laws and that the rules and regulations in China can change quickly
with little advance notice. Your revised disclosure that deletes or changes these
disclosures does not appear to convey the same risk. Please revise.
            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.
            Please contact Charli Wilson at 202-551-6388 or Kathleen Krebs at 202-551-3350
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Warren Wang