SecProbe.io

CORRESP
 1
 filename1.htm

 Gamehaus
Holdings Inc.

 June
13, 2025

 Via
EDGAR

 Division
of Corporation Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Attention:

 Uwem
 Bassey

 Jeff
 Kauten

 Re:
 Gamehaus
 Holdings Inc.

 Registration
 Statement on Form F-1

 Filed
 May 23, 2025

 File
 No. 333-287535

 To
Whom It May Concern:

 This
letter is in response to the letter dated May 30, 2025, from the staff (the "Staff") of the U.S. Securities and Exchange
Commission (the "Commission") addressed to Gamehaus Holdings Inc. (the "Company," "we," and "our").
For ease of reference, we have recited the Commission's comments in this response and numbered them accordingly. An amended Registration
Statement on Form F-1 (the "Amended Registration Statement") is being filed to accompany this letter.

 Amendment
to the Registration Statement on Form F-1

 Cover
Page

 1.
Provide prominent disclosure about the legal and operational risks associated with being based in or having the majority of the company's
operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or
the value of the securities you are registering for sale or could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should
address how recent statements and regulatory actions by China's government, such as those related to the use of variable interest
entities and data security or anti-monopoly concerns, have or may impact the company's ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please disclose the location of your auditor's headquarters and
whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations
will affect your company. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.

 In
response to the Staff's comments, we have revised our disclosure on the cover page and pages 4 and 12 of the Amended Registration
Statement to include disclosure regarding the legal and operational risks associated with being based in or having the majority of our
operations in China. These disclosures clarifies (i) how such risks could result in a material change in our operations and/or the value
of the securities we are registering for sale, or could significantly limit or completely hinder our ability to offer or continue to
offer such securities to investors and cause the value of such securities to significantly decline or be worthless; and (ii) how recent
statements and regulatory actions by China's government have or may impact our ability to conduct business, accept foreign investments,
or list on a U.S. or other foreign exchange. In addition, we have disclosed the location of our auditor's headquarter and discussed
whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023 and related regulations,
will affect our company.

 General

 2.
Clearly disclose how you will refer to the holding company and subsidiaries when providing the disclosure throughout the document so
that it is clear to investors which entity the disclosure is referencing and which subsidiaries are conducting the business operations.
Refrain from using terms such as "we" or "our" when describing activities or functions of a subsidiary or other
entity. For example, disclose, if true, that your subsidiaries conduct operations in China, and that the holding company does not conduct
operations. Disclose clearly the entity (including the domicile) in which investors are purchasing an interest.

 In
response to the Staff's comments, we have revised the relevant disclosures throughout the Amended Registration Statement to clearly
indicate which entity is being referenced.

 3.
Provide a description of how cash is transferred through your organization. State whether any transfers, dividends, or distributions
have been made to date between the holding company and its subsidiaries, or to investors, and quantify the amounts where applicable.
Provide cross-references to the condensed consolidating schedule and the consolidated financial statements.

 In
response to the Staff's comments, we have revised our disclosure on the cover page and page 9 of the Amended Registration Statement
to (i) describe how cash is transferred through our organization; (ii) confirm that no transfers, dividends, or distributions have been
made to date between our holding company and our subsidiaries, or to investors, except that during March 2025, the Company received
$100,798 from Gamehaus Limited for working capital purpose ; and (iii) include cross-references to the condensed consolidating
schedule and the consolidated financial statements.

 Prospectus
Summary, page 1

 4.
In your summary of risk factors, disclose the risks that your corporate structure and being based in or having the majority of the company's
operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system
in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly
with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers
could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.

 In
response to the Staff's comments, we have revised our disclosure on pages 3, 4, 11, and 13 of the Amended Registration
Statement to disclose the risks that our corporate structure and being based in or having the majority of our operations in China poses
to investors, including the discussion of (i) risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; (ii) the risk that the
Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of the securities
we are registering; and (iii) the risks that any actions by the Chinese government to exert more oversight and control over offerings
that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

 5.
Disclose each permission or approval that you, or your subsidiaries are required to obtain from Chinese authorities to operate your business
and to offer the securities being registered to foreign investors. State whether you or your subsidiaries are covered by permissions
requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental
agency that is required to approve your operations, and state affirmatively whether you have received all requisite permissions or approvals
and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you or
your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or
approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions
or approvals in the future.

 In
response to the Staff's comments, we have added disclosures on the cover page and pages 4 and 8 of the Amended Registration
Statement to (i) disclose each permission or approval that we, or our subsidiaries are required to obtain from Chinese authorities to
operate the business and to offer the securities being registered to foreign investors; (ii) clarify whether we or our subsidiaries are
covered by permissions requirements from the China Securities Regulatory Commission, Cyberspace Administration of China, or any other
governmental agency that is required to approve our operations; (iii) confirm that we and our subsidiaries have received all requisite
permissions or approvals and that no such permissions or approvals have been denied to date; and (iv) discuss the consequences to us
and our investors if we or our subsidiaries: (a) do not receive or maintain such permissions or approvals, (b) inadvertently conclude
that such permissions or approvals are not required, or (c) applicable laws, regulations, or interpretations change and we are required
to obtain such permissions or approvals in the future.

 6.
Provide a clear description of how cash is transferred through your organization. Quantify any cash flows and transfers of other assets
by type that have occurred between the holding company and its subsidiaries, and direction of transfer. Quantify any dividends or distributions
that a subsidiary has made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify
dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make clear if no transfers,
dividends, or distributions have been made to date. Describe any restrictions on foreign exchange and your ability to transfer cash between
entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from
the company, including your subsidiaries to the parent company and U.S. investors.

 In
response to the Staff's comments, we have revised our disclosure on the cover page and page 9 of the Amended Registration Statement
to (i) clarify that, as of the date hereof, no transfers of cash or other assets, dividends, or distributions have been made between
our Company and our subsidiaries, or to U.S. investors , except that during March 2025, the Company received $100,798 from
Gamehaus Limited for working capital purpose ; (ii) describe the restrictions on foreign exchange and our ability to transfer
cash between entities, across borders, and to U.S. investors; and (iii) describe the restrictions and limitations on our ability to distribute
earnings from the company, including our subsidiaries to the parent company and U.S. investors.

 Risk
Factors

 Any
actions by the Chinese government..., page 11

 7.
Given the Chinese government's significant oversight and discretion over the conduct of your business, please revise to highlight
separately the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering. Also, given recent statements by the Chinese government
indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based
issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer or continue to
offer securities to investors and cause the value of such securities to significantly decline or be worthless.

 In
response to the Staff's comments, we have revised our disclosure on pages 4, 12, and 13 of the Amended Registration
Statement to accommodate the request.

 We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

 Very
truly yours,

 /s/ Ling Yan

 Name:

 Ling
 Yan

 Title:

 Chief
 Financial Officer

 cc:
 Ying
 Li, Esq.

 Hunter
 Taubman Fischer & Li LLC