SecProbe.io

CORRESP
 1
 filename1.htm

 Gamehaus
Holdings Inc.

 June
23, 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, as amended (File No. 333-287535)

 Initially
 Filed May 23, 2025

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Gamehaus Holdings Inc. hereby
requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the "Registration Statement")
be accelerated and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on June 25, 2025, or as soon thereafter
as practicable.

 Very
truly yours,

 /s/
 Ling Yan

 Name:
 Ling Yan

 Title:
 Chief Financial Officer

 cc:
 Ying Li, Esq.

 Hunter
 Taubman Fischer & Li LLC

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 30, 2025

Yimin Cai
Chief Executive 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-1
 Filed May 23, 2025
 File No. 333-287535
Dear Yimin Cai:

 We have conducted a limited review of 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-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.
 May 30, 2025
Page 2

 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.
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.
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.
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.
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
 May 30, 2025
Page 3

 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.
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.
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.
 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 Rule 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.
 May 30, 2025
Page 4

 Please contact Uwem Bassey at 202-551-3433 or Jeff Kauten at
202-551-3447 with
any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
cc: Kanxian Ding
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Gamehaus
Holdings Inc.

December
17, 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:

    Charli
    Wilson

    Kathleen
    Krebs

    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

To
Whom It May Concern:

This
letter is in response to the letter dated December 12, 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.
A Post-effective Amendment No. 3 to the Registration Statement on Form F-4 (the “Amended Registration Statement”) is being
filed to accompany this letter.

Post-Effective
Amendment No. 2 to the Registration Statement on Form F-4

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.

In
response to the Staff’s comments, we have revised our disclosure on pages 95, 133, and 134 of the Amended Registration
Statement to discuss how the actual results compared to the projected results and the principal reasons for the changes. In
addition, we have revised our disclosure on page 139 of the Amended Registration Statement 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.

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.

In
response to the Staff’s comments, we have revised our disclosures throughout the Amended Registration Statement to restore all previously
deleted or revised disclosures regarding the legal and operational risks associated with operating in China and PRC regulations.

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

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

CORRESP
1
filename1.htm

May 16, 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:
    Charli Wilson

    Matthew Derby

    Joseph Kempf

    Robert Littlepage

    Re:
    Gamehaus Holdings Inc.

    Registration Statement on Form F-4, as amended (File No. 333-278499)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Gamehaus Holdings Inc. hereby requests that the effectiveness of
the above-referenced Registration Statement on Form F-4 (the “Registration Statement”) be accelerated and that the
Registration Statement become effective at 4:00 p.m., Eastern Time, on May 17, 2024, or as soon thereafter as practicable.

    Very truly yours,

    Gamehaus Holdings Inc.

    By:
    /s/ Yimin Cai

    Name:
    Yimin Cai

    Title:
    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

      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

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

CORRESP
1
filename1.htm

      Gamehaus Holdings Inc.

      April  3, 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 Gibbs-Tabler

            Matthew Derby

            Re:
            Gamehaus Holdings Inc.

            Amendment No. 2 to Draft Registration Statement on Form F-4

            Submitted March 5, 2024

            CIK No. 0002000530

      To Whom It May Concern:

      This letter is in response to the letter dated March 19, 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. A Registration Statement
         on Form F-4 (the “Registration Statement”) is being filed to accompany this letter.

      Amendment No. 2 to Draft Registration Statement on Form F-4

      Assumptions and Basis for the Projected Financial Metrics Table, page 136

      1. Please expand your disclosure to clarify how management utilizes retention rate and
         why it is considered a "core indicator" rather than a key performance indicator as identified elsewhere in the filing. In addition, discuss why retention rate is not material to
         investors’ understanding of the business and revise your discussion of core indicators to avoid investor confusion with key performance indicators.

In response to the Staff’s comments, we have
revised our disclosure on pages 235, 237, and 238 of the Registration Statement to (i) include the Average Day Seven Retention Rate (“Average
D7 Retention Rate”) as one of the key performance indicators, and (ii) provide the associated performance results along with the
analysis of the changes in such performance results. Average D7 Retention Rate is calculated by dividing the number of new users who continue
to with the app on the seventh day after installing for a specific period by the total number of new users for that period. The Company
believes this indicator provides useful information reflecting user engagement. We respectfully advise the Staff the Company’s management
considers the retention rate material to investors’ understanding of the business of the Company and it serves not only as a core
indicator but also a key performance indicator.

      Financial Statements

      Gamehaus, Inc. and Subsidiaries

      Note 1, Organization and Business Description

      Reorganization, page F-8

      2. We note from your response to Comments 3 and 4 that Gamehaus HK entered into share transfer agreements with Mr. Feng Xie and other minority shareholders to acquire 23.2284% of the equity interests in Kuangre SH in February 2024. Tell us if you intend to update the Gamehaus financial statements through March 31, 2024 prior to requesting effectiveness. If not, tell us your consideration of the guidance provided by ASC
         805-50-25-2 and ASC 805-50-45-1 and explain to us why it is appropriate to initially
         recognize the assets and liabilities transferred between the parties under common control in
         the financial statements covering a period prior to the reporting period during which the transfer actually occurred.

      We respectfully advise the Staff that we have updated Gamehaus’ financial statements to December 31, 2023 in the Registration Statement, but do not intend to update the Gamehaus financial statements through March 31, 2024 prior to requesting effectiveness. In response to the Staff’s comments, we respectfully submit that we believe that the Company accounted for the termination of the VIE agreements and the acquisition of 23.2284% of the equity interests in Kuangre SH as part of the restructuring process in accordance with ASC 805-50-45-5.

      According to ASC 805-50-25-2, when accounting for a transfer of assets or exchange of shares between entities under
         common control, the entity that receives the net assets or the equity interests shall initially recognize the assets and liabilities transferred at the date of transfer. In addition, pursuant to ASC 805-50-45-1, financial statements and financial information presented for prior years shall also be retrospectively adjusted to furnish comparative information. All adjusted financial
         statements and financial summaries shall clearly indicate that the financial data of previously separate entities are combined. Nonetheless, the comparative information in prior years shall only be adjusted for periods during
         which the entities were under common control.

      However, from December 2020 to February 2024, the Company underwent a series of restructuring efforts. The termination of the VIE agreements and the acquisition of 23.2284% of the equity interests in Kuangre SH were significant parts of the restructuring process. Upon completion of the restructuring process, the Company held 100% of the equity interests in Kuangre SH for no further consideration. There were no changes in (i) the economic substance of the ownership, including controlling financial interest, and (ii) the business of Kuangre SH and its subsidiaries before and after the restructuring. As such, the Company did not account for the termination of the VIE agreements and the acquisition of the 23.2284% equity interests as a transaction of a transfer of assets or exchange of shares under common control. Therefore, we believe that ASC 805-50-25-2 and ASC 805-50-45-1 were not applicable to the Company.

      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

United States securities and exchange commission logo
March 19, 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. 2 to Draft Registration Statement on Form F-4
Submitted March 5, 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
February 16, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-4
Assumptions and Basis for the Projected Financial Metrics Table, page 136
1.Please expand your disclosure to clarify how management utilizes retention rate and why
it is considered a "core indicator"  rather than a key performance indicator as identified
elsewhere in the filing. In addition, discuss why retention rate is not material to investors'
understanding of the business and revise your discussion of core indicators to avoid
investor confusion with key performance indicators.

 FirstName LastNameLing Yan
 Comapany NameGamehaus Holdings Inc.
 March 19, 2024 Page 2
 FirstName LastName
Ling Yan
Gamehaus Holdings Inc.
March 19, 2024
Page 2
Financial Statements
Gamehaus, Inc. and Subsidiaries
Note 1, Organization and Business Description
Reorganization, page F-8
2.We note from your response to Comments 3 and 4 that Gamehaus HK entered into share
transfer agreements with Mr. Feng Xie and other minority shareholders to acquire
23.2284% of the equity interests in Kuangre SH in February 2024. Tell us if you intend to
update the Gamehaus financial statements through March 31, 2024 prior to requesting
effectiveness. If not, tell us your consideration of the guidance provided by ASC 805-50-
25-2 and ASC 805-50-45-1 and explain to us why it is appropriate to initially recognize
the assets and liabilities transferred between the parties under common control in the
financial statements covering a period prior to the reporting period during which
the transfer actually occurred.
            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

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

United States securities and exchange commission logo
December 13, 2023
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.
Draft Registration Statement on Form F-4
Submitted November 13, 2023
CIK No. 0002000530
Dear Ling Yan:
            We have reviewed your 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.
Draft Registration Statement on Form F-4
Cover Page
1.We note your disclosure that Pubco will have a dual-class stock structure with disparate
voting rights. Please revise the cover page to quantify the voting power that the
class B ordinary shareholders will have after the business combination and the disparate
voting rights attached to the different classes of capital stock and identify the major holder
of such shares. Additionally, please add a Q&A regarding the combined company's new
dual-class structure including the ownership and voting control of the combined company
after the business combination and its effect on the voting power of your public
stockholders. Finally, revise the page to reflect Mr. Feng Xie as a controlling shareholder
and quantify the percentage of voting control he will have post business combination.

 FirstName LastNameLing Yan
 Comapany NameGamehaus Holdings Inc.
 December 13, 2023 Page 2
 FirstName LastName
Ling Yan
Gamehaus Holdings Inc.
December 13, 2023
Page 2
2.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings. State whether any transfers, dividends, or
distributions have been made to date between the holding company, its subsidiaries, or to
investors, and quantify the amounts where applicable. Provide cross-references to the
condensed consolidating schedule and the consolidated financial statements.
Questions and Answers About the Proposals
Potential ownership of outstanding Pubco Ordinary Shares upon Closing, page 12
3.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
What vote is required to approve the proposals presented at the Meeting?, page 12
4.Please revise to discuss the minimum number and percentage common stock held by
public stockholders that would need to vote in favor of the Business Combination
Proposal in order to approve the proposal.
Organizational Structure, page 21
5.We note that you provide a chart depicting a simplified corporate organizational
structure.  Please revise to provide a corporate diagram depicting your complete corporate
structure pre and post business combination, including identifying the person or entity that
owns equity in each depicted entity, and the voting control held be each person or entity.
Revise the disclosure in your Corporate History and Structure section on page 193
accordingly as well.
Risk Factors, page 39
6.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

 FirstName LastNameLing Yan
 Comapany NameGamehaus Holdings Inc.
 December 13, 2023 Page 3
 FirstName LastNameLing Yan
Gamehaus Holdings Inc.
December 13, 2023
Page 3
cause the value of such securities to significantly decline or be worthless.
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.
We face risks related to natural disasters, health epidemics, and other outbreaks, which could
significantly disrupt our operations., page 56
8.
We note your disclosure that the Chinese government has eased COVID-19 restrictions
since late 2022. Please further explain the continued “moderate” impact of COVID-19 on
your business in fiscal 2023 in light of the Chinese government’s eased restrictions and
revise your disclosure to indicate the specific impacts that COVID-19 had on your
business, operations and financial results.
The Business Combination Proposal
Certain Related Agreements, page 110
9.Please describe the exceptions to the Founder Lock-Up Agreement and the Seller-Lock-
Up Agreement.
Summary of Financial Analysis
Projected Financial Metrics, page 128
10.Please revise to provide a more complete discussion regarding the underlying assumptions
and the basis for projecting over 40% revenue growth for 2024, and the factors or
contingencies that would affect such growth.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Transactions, page 150
11.Since Gamehaus is the accounting acquirer and the transaction is a recapitalization of
Gamehaus, it is unclear why you disclose in the pro forma information the shareholders of
Gamehaus will be paid $500,000,000.
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 156
12.Give pro forma balance sheet and income statement effect to the termination of the VIE
Agreements on September 1, 2023 and the resulting non-controlling interest in Kuangre

 FirstName LastNameLing Yan
 Comapany NameGamehaus Holdings Inc.
 December 13, 2023 Page 4
 FirstName LastNameLing Yan
Gamehaus Holdings Inc.
December 13, 2023
Page 4
SH and its subsidiaries.
Conflicts of Interest, page 180
13.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the company’s officers and directors. This could include
fiduciary or contractual obligations to other entities as well as any interest in, or affiliation
with, the target company. In addition, please clarify how the board considered those
conflicts in negotiating and recommending the business combination.
Business of Gamehaus, page 194
14.The corporate structure diagram is not clearly legible. Please revise.
15.We note your disclosure on page 162 that you derive income from "proprietary
cryptocurrency mining, hash rate sharing, or hosting..."  Please revise to provide a
materially complete description of your activity in the crypto asset space including any
crypto asset mining, hosting, and holdings.
Business of Gamehaus
Continue to Invest in Technology Research and Development to Develop Our AIGC Service
Platform, Data Platform, and Technical Support System, page 203
16.Please provide your definition of “artificial intelligence” in the context of your business
and enhance your disclosure to provide an update on the stage of product development for
your AIGC Service Platform. Include an appropriate risk factor addressing the material
risks to your business, operations, and financial condition in connection with the use and
development of products using generative artificial intelligence technology, as
appropriate.
Management's Discussion of Analysis: Gamehaus
Results of Operations
Comparison of Results of Operations for the Fiscal Years Ended June 30, 2023 and 2022, page
226
17.Reconcile for us how Gamehaus' 19.4% increase in in-app purchase revenues is in line
with the 6.3% increase in platform fees and clarify your disclosure. In this regard, refer to
the guidance in Section III.D of Release 33-6835, and revise throughout to provide a more
robust analysis of the significant increases in revenue and cost of revenue both in
quantitative and qualitative terms. Quantify the drivers of these changes and explain if you
expect them to be temporary or permanent.
Security Ownership of Certain Beneficial Owners and Management of Pubco, page 245
18.Please disclose the natural person(s) who have voting and dispositive control over the
shares owned by all entities listed as major shareholders in the beneficial ownership table.

 FirstName LastNameLing Yan
 Comapany NameGamehaus Holdings Inc.
 December 13, 2023 Page 5
 FirstName LastName
Ling Yan
Gamehaus Holdings Inc.
December 13, 2023
Page 5
Financial Statements
Gamehaus, Inc.
Consolidated Statements of Operations and Comprehensive Income, page F-4
19.We note on page F-13 that depreciation and amortization expenses are excluded from cost
of revenue. Please revise the description of the cost of revenue line item to indicate that it
is exclusive of depreciation and amortization. We refer you to the guidance in SAB Topic
11:B.
Note 1. Organization and Business Description
Reorganization, page F-8
20.It appears as a result of the termination of the VIE Agreements on September 1, 2023, the
Company’s formerly held controlling interest in Kuangre SH of 100% (35.9% owned and
64.1% controlled via contract) was reduced to a 76.7716% equity interest. With a view
towards expanded disclosure, please tell us why the Company relinquished a 23.228%
interest, describe any consideration received for this transfer of interest, and explain how
you accounted for it.
21.We note the Company and its subsidiaries were under the common control of the same
controlling shareholders before and after the reorganization. Please identify each of these
shareholders for us and tell us the percentage interest they held in the Company and each
subsidiary, both before and after the reorganization.
Note 2. Summary of Significant Accounting Policies
Principle of Consolidation, page F-10
22.We note on December 1, 2021, Gamehaus HK, Haohan CQ, and legal shareholders of
Kuangre SH entered into the “VIE Agreements.” Please clarify that your Income
Statement and Statement of Cash Flows for the fiscal year ended June 30, 2022 reflect the
results of operations of Kuangre SH and its subsidiaries Dataverse and Avid.ly for the
seven-month period from December 1, 2021 to June 30, 2022 or advise us.
Non-controlling interests, page F-11
23.It appears the termination of the VIE Agreements on September 1, 2023 resulted in a non-
controlling interest in Kuangre SH and its subsidiaries. Please clarify if the historic
financial statements reflect the existence of this non-controlling interest and advise us.

 FirstName LastNameLing Yan
 Comapany NameGamehaus Holdings Inc.
 December 13, 2023 Page 6
 FirstName LastName
Ling Yan
Gamehaus Holdings Inc.
December 13, 2023
Page 6
Revenue Recognition
Revenue from In-App Purchases, page F-12
24.It appears your customers obtain control of consumable in-app purchases at time of the
purchase transactions. Citing all applicable authoritative accounting literature, explain for
us why it is appropriate to recognize such revenues as the consumables are used.
Disaggregation of Revenue, page F-13
25.It is unclear why you disclose that all of the Company’s revenue from the sale of in-app
purchases were recognized at a point of time when your disclosed policy is to recognize
in-app revenue over time as the items are consumed.
Software Development Costs, page F-14
26.It appears from the disclosure in Note 8 that Gamehaus, Inc. began capitalizing software
development costs during the year ended June 30, 2023. Please tell us when Gamehaus
adopted its current software development cost capitalization policies and why no such
costs appear to have been capitalized prior to the year ended June 30, 2023. In this regard,
tell us how Gamehaus applied the recognition guidance of ASC 985-20-25 during each
reporting period.
Note 6. Equity Investments, page F-22
27.We note in Note 14 you disclose that Shanghai Dongying Network Technology Co., Ltd.
is an investee of the Company. Please disclose the details of this investment in this
footnote and advise us.
Note 14. Related Party Transactions, page F-29
28.Disclose in quantified detail the terms of the Company's profit sharing arrangements
with the related party mobile game development companies.
Golden Star Acquisition Corporation
Balance Sheets, page F-32
29.We note as of June 30, 2023 only $40,358 of the total funds held in trust of $70,235,068
are available to the Company for working capital. Explain to us your basis for classifying
the total amount of funds held in trust as a current asset or reclassify as a long-term asset
on your balance sheet the amount of restricted funds.

 FirstName LastNameLing Yan
 Comapany NameGamehaus Holdings Inc.
 December 13, 2023 Page 7
 FirstName LastName
Ling Yan
Gamehaus Holdings Inc.
December 13, 2023
Page 7
General
30.We note that Feng Xie, Yimin Cai, Ling Yan, and Xi Yan will reside in the PRC and that
your operations and a majority of your assets will be located outside the United
States. Please add a separately captioned enforceability of civil liabilities section, risk
factor and summary risk factor disclosure addressing:
• an investor's ability to effect service of process within the United States on directors and
officers in China or Hong Kong;
• an investor's ability to enforce judgments obtained in U.S. courts against such directors
and officers based on the civil liability provisions of the U.S. federal securities laws; an
investor's ability to enforce in China or Hong Kong judgments of U.S. courts based on
the civil liability provisions of the U.S. federal securities laws; and
• an investor's ability to bring an original action in a court in China or Hong Kong to
enforce liabilities against directors and officers based on the U.S. federal securities laws.
• If your disclosure is based on an opinion of counsel, name counsel in the prospectus and
file as an exhibit counsel's consent to be named and the use of its opinion.
31.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or