SecProbe.io

CORRESP
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      Gamehaus Holdings Inc.

      May 6, 2024

      Via EDGAR

      Division of Corporation Finance

      Office of Technology

      U.S. Securities and Exchange Commission

      100 F Street, NE

      Washington, D.C., 20549

            Attention:
            Joseph Kempf

            Robert Littlepage

            Charli Wilson

            Matthew Derby

            Re:
            Gamehaus Holdings Inc.

            Registration Statement on Form F-4

            Filed April 4, 2024

            File No. 333-278499

      To Whom It May Concern:

      This letter is in response to the letter dated April 29, 2024, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
         (the “Commission”) addressed to Gamehaus Holdings Inc. (the “Company,” “Pubco,” “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-4 (the “Amended Registration Statement”) is being filed to accompany this letter.

      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.

      In response to the Staff’s comments, we have revised our disclosure on the cover page and page 36 of the Amended Registration Statement to (i) disclose that upon the completion of business combination, the Company will be
         a “controlled company” under Nasdaq listing rules, (ii) describe the corporate governance
         exemptions available to the Company, and (iii) disclose that the Company plans to
         rely on such exemptions. In addition, we have revised our disclosure on page 102 of the Amended Registration Statement to include a risk factor regarding the risks
         to investor of being a controlled company.

      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.

      In response to the Staff’s comments, we
      have revised our disclosure on pages F-8, F-9, F-30, F-37, F-39 and F-60 of the Amended Registration Statement to further clarify
      the termination of the VIE Agreements and how we accounted for the termination of the VIE Agreements. The shareholders of Kuangre SH
      passed resolutions on June 30, 2023, approving the termination of the VIE Agreements, the temporary ownership of 23.2284% of
      the equity interests in Kuangre SH by Mr. Feng Xie and other minority shareholders, the transfer of such 23.2284% equity
      interests by Mr. Feng Xie and other minority shareholders to Gamehaus HK without consideration, and the waiver of all the
      rights to profits or losses accumulated during the temporarily holding period subsequent to the termination of the VIE
      Agreements.

      In accordance with the shareholders’ resolutions, Gamehaus HK entered into share transfer agreements with Mr. Feng Xie and other minority shareholders in February 2024 to transfer 23.2284% of the equity interests in Kuangre SH back to Gamehaus HK. Upon completion of the termination process, the Company held 100% of the equity
         interests in Kuangre SH for no further consideration. The Company indirectly held
         100% of the equity interests in Kuangre SH before and after the termination of the
         VIE Agreements. In accordance with ASC 805-50-45-5, the termination process of the
         VIE Agreements involved the restructuring of the legal structure of the business but
         did not change the reporting entity under common control according to ASC 805-50-15-6
         and did not result in any substantive changes in the economic substance of the controlling
         financial interest of ownership and the business. As a result, the process is considered
         a non-substantive exchange. Accordingly, we accounted for the termination of the VIE Agreements retroactively as if it occurred on September 1, 2023, in accordance with ASC 805-50-45-4.

      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.

      In response to the Staff’s comments, we have filed an updated Exhibit 23.2 to the Amended Registration Statement that addresses the dual dating of Audit Alliance LLP’s report.

      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