As filed with the U.S. Securities and Exchange Commission on June 13, 2025

Registration No. 333-287535

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Gamehaus Holdings Inc.

(Exact name of registrant as specified in its charter)

5th Floor, Building 2, No. 500 Shengxia Road

Pudong New District, Shanghai

The People’s Republic of China, 201210

+86-021-68815668

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ying Li, Esq.

Sally Yin, Esq.

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19^th Floor

New York, NY 10022

(212) 530-2206

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 13, 2025

PRELIMINARY PROSPECTUS

UP TO 52,093,399 CLASS A ORDINARY SHARES OFFERED BY SELLING SHAREHOLDERS

OF

GAMEHAUS HOLDINGS INC.

This prospectus relates to the resale from time to time by the selling shareholders named in this prospectus or their permitted transferees (together, the “Selling Shareholders”) of up to 52,093,399 Class A ordinary shares (the “Resale Shares”), par value $0.0001 per share (the “Class A Ordinary Shares”), of Gamehaus Holdings Inc., a Cayman Islands exempted company (“we,” “us,” “our,” “Gamehaus Holdings,” “our Company,” and the “Company”), which consist of (i) 36,495,286 Class A Ordinary Shares issued to certain shareholders of the Company, upon the closing of the Business Combination (as defined below), pursuant to the Business Combination Agreement (as defined below), and (ii) 15,598,113 Class A Ordinary Shares, issuable upon the conversion of 15,598,113 Class B ordinary shares of the Company (the “Class B Ordinary Shares,” and collectively with the Class A Ordinary Shares, the “Ordinary Shares”), each convertible into one Class A Ordinary Share at the option of the holder thereof, pursuant to the amended and restated articles of association of the Company (as amended, the “Amended and Restated Articles of Association”), a copy of which is appended to this prospectus as Exhibit 3.1. See “Selling Shareholders” for the details of these securities.

The Selling Shareholders can sell, under this prospectus, up to 52,093,399 Class A Ordinary Shares. The sale of shares by the Selling Shareholders, or the perception in the market that the holders of a large number of Class A Ordinary Shares intend to sell their shares, could increase the volatility of, or result in a significant decline in, the public trading price of the Class A Ordinary Shares. See “Shares Eligible for Future Sales” for more details.

Because the prices at which certain Selling Shareholders acquired the securities that they may sell pursuant to this prospectus may be lower than that of our public shareholders, certain Selling Shareholders may experience a positive rate of return on the securities that they sell pursuant to this prospectus and be incentivized to sell such shares, when our public shareholders may not experience a similar rate of return. In such event, such Selling Shareholders may have an incentive to sell their securities even if the trading price is lower than the price at which our public shareholders purchased their securities. The trading price of the Class A Ordinary Shares have fluctuated since the closing of the Business Combination on January 24, 2025, and may continue to fluctuate. As a result, our public shareholders may not be able to achieve any positive return at all on the Class A Ordinary Shares if they sell the Class A Ordinary Shares in the market at the then-prevailing market prices. See “Risk Factors — Risks Related to Our Securities — Sales of a substantial number of our securities in the public market by our existing shareholders could cause the price of the Class A Ordinary Shares to fall, and certain Selling Shareholders may earn a positive rate of return on their investment, even if certain other shareholders experience a negative rate of return.”

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Shareholders will issue, offer or sell, as applicable, any of the securities. The Selling Shareholders may offer, sell or distribute all or part of the securities registered hereby for resale from time to time through public or private transactions at either prevailing market prices or at privately negotiated prices. The securities are being registered to permit the Selling Shareholders to sell the securities from time to time, in amounts, at prices and on terms determined at the time the Selling Shareholders offer and sell the securities covered by this prospectus. The Selling Shareholders may offer and sell the securities covered by this prospectus through ordinary brokerage transactions, directly to market makers of our securities or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales of the securities offered hereunder, the Selling Shareholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

We will pay certain fees in connection with the registration of the securities and will not receive proceeds from the sale of the securities by the Selling Shareholders. As described in more detail in the section titled “Use of Proceeds” appearing elsewhere in this prospectus, and we will not receive proceeds from the registration of any other securities registered hereunder.

On January 27, 2025, the Class A Ordinary Shares commenced trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “GMHS.” As of June 12, 2025, the closing price of the Class A Ordinary Shares was $1.635.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to comply with certain reduced public company reporting requirements.

We are also a “foreign private issuer,” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders will be exempt from the reporting and “short swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, we will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Unless otherwise stated, as used in this prospectus, the terms “we,” “us,” “our,” “Gamehaus Holdings,” “our Company,” and the “Company” refer to Gamehaus Holdings Inc., a Cayman Islands exempted company; “Gamehaus” refers to Gamehaus Inc., a company incorporated in the Cayman Islands, which is wholly owned by Gamehaus Holdings; “Gamehaus BVI” refers to Joypub Holding Limited, a company formed under the laws of the British Virgin Islands, which is wholly owned by Gamehaus; “Gamehaus SG” refers to Gamehaus Pte. Ltd., a company incorporated under the laws of Singapore and a wholly owned subsidiary of Gamehaus; “Gamehaus HK” refers to Gamehaus Limited, a Hong Kong corporation and a wholly owned subsidiary of Gamehaus BVI; “Chongqing Haohan” refers to Chongqing Haohan Network Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (the “PRC”), which is wholly owned by Gamehaus HK; “Shanghai Kuangre” refers to Shanghai Kuangre Network Technology Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Gamehaus HK; “Gamepromo” refers to Gamepromo Co., Limited, a Hong Kong corporation, which is wholly owned by Gamehaus HK; the “Operating Subsidiaries” refer to all our operating subsidiaries in Singapore, Hong Kong and mainland China, including Gamehaus SG, Gamehaus HK, Chongqing Haohan, Shanghai Kuangre, and Gamepromo, and their subsidiaries; and our “PRC Subsidiaries” refer to all our subsidiaries in the PRC, including Chongqing Haohan, Shanghai Kuangre, and Gamepromo, and our other subsidiaries incorporated in the PRC.

We are an exempted company with limited liability incorporated in the Cayman Islands with no material operations of our own and are not a Chinese company. We conduct our operations through the Operating Subsidiaries in Hong Kong, Singapore, and mainland China, including Chongqing Yaohan, Shanghai Kuangre, and Gamepromo, and various subsidiaries thereof. This corporate structure involves unique risks to investors, as we conduct substantially all of our operations through the Operating Subsidiaries. The Chinese regulatory authorities could disallow our corporate structure, which would likely result in a material change in our operations and/or a material change in the value of our Class A Ordinary Shares, including that it could cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “Risk Factors — Risks Relating to Doing Business in the PRC — Chinese regulatory authorities could disallow our holding company structure, which may result in a material change in its operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.”  Investments in our securities are not purchases of equity securities of the Operating Subsidiaries in Hong Kong, Singapore, or mainland China; instead, they are purchases of equity securities of a Cayman Islands holding company with no material operations of its own. Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 12 of this prospectus.

We are subject to certain legal and operational risks associated with the business operations of our PRC Subsidiaries being based in China, which could cause the value of our securities to significantly decline or become worthless. Applicable PRC laws and regulations governing such current business operations are sometimes vague and uncertain, and as a result these risks may result in material changes in the operations of our PRC Subsidiaries, significant depreciation or a complete loss of the value of our Class A Ordinary Shares, or a complete hindrance of our ability to offer, or continue to offer, our securities to investors. Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. On December 28, 2021, 13 governmental departments of the PRC, including the Cyberspace Administration of China (the “CAC”), issued the Cybersecurity Review Measures, which became effective on February 15, 2022. As of the date of this prospectus, neither we nor our subsidiaries have been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction related to cybersecurity review under the Cybersecurity Review Measures. As confirmed by our PRC counsel, JunHe LLP, we are not subject to cybersecurity review or network data security review by the CAC under the Cybersecurity Review Measures or the Regulations on the Network Data Security Administration (the “Security Administration Regulations”), because our PRC Subsidiaries are not critical information infrastructure operators (“CIIOs”) or online platform operators that possess personal information of at least one million users or engage in data processing activities that affect or may affect national security. See “Risk Factors — Risks Relating to Doing Business in the PRC —  Recent greater oversight by the CAC over data security, particularly for companies seeking to list or continuously list on a foreign exchange, could adversely impact our business.” As of the date of this prospectus, our PRC counsel, JunHe LLP, has advised us that we are required to obtain the filing notification from the China Securities Regulatory Commission (the “CSRC”) for the listing of our Class A Ordinary Shares on any foreign stock exchange. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the “Trial Measures,” and five supporting guidelines, which became effective on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three business days following their submission of initial public offerings or listing applications. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. On June 13, 2024, Chongqing Haohan, one of our PRC Subsidiaries, filed with the CSRC in connection with this offering and listing pursuant to the Trial Measures and, on November 21, 2024, the CSRC issued the filing notification to Chongqing Haohan. Except for the requirement for such CSRC filing under the Trial Measures, which has already been obtained, as of the date of this prospectus, neither we nor our PRC Subsidiaries have received any inquiry, notice, warning, or sanction regarding our overseas listing from any other PRC governmental authorities. Since these statements and regulatory actions are newly published, however, official guidance and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries, our ability to accept foreign investments, and our listing on a U.S. exchange. The Standing Committee of the National People’s Congress (the “SCNPC”), the CSRC, the CAC, or other PRC regulatory authorities may in the future promulgate additional laws, regulations, or implementing rules that require us and our subsidiaries to obtain regulatory approval from Chinese authorities before listing or offering of our securities in the U.S or operating our business. If we do not receive or maintain the approval as mandated by current or future laws and regulations, or inadvertently conclude that such approval is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our Class A Ordinary Shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. 

In addition, our Class A Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect our auditors for two consecutive years, as amended, beginning in 2022. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act, which reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two, thus reducing the time period for triggering the delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable to inspect our accounting firm at such future time. Our auditor, Audit Alliance LLP, is headquartered in Singapore, and has been inspected by the PCAOB on a regular basis, with the last inspection on September 27, 2024. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021 . If trading in our Class A Ordinary Shares is prohibited under the HFCA Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our Class A Ordinary Shares and trading in our Class A Ordinary Shares could be prohibited. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”) governing inspections and investigations of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S. Securities and Exchange Commission (the “SEC”), the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need to issue a new determination. See “Risk Factors — Risks Relating to Doing Business in the PRC —  Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing on Nasdaq or future offerings of our securities in the U.S.”

As of the date of this prospectus, none of our subsidiaries have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders . We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as an exempted company, we will be dependent on receipt of funds from Gamehaus, which is dependent on receipt of funds from Gamehaus BVI, which is dependent on receipt of funds from Gamehaus HK, and the distribution of such payments from Chongqing Haohan, Shanghai Kuangre and Gamepromo. However, as the PRC government imposes control over currency conversion, it has the authority to conduct exchange transfer reviews, which may impose certain limitations on our ability to transfer cash between our Company, our subsidiaries, and our investors, primarily reflected in the following aspects: (i) we are restricted from providing capital or loans to our PRC subsidiaries, which may adversely affect the operations of our PRC Subsidiaries; (ii) our PRC Subsidiaries may be restricted from paying dividends to us; and (iii) if we are unable to obtain dividends from our PRC Subsidiaries, it may adversely impact our dividends distribution to investors. See “Summary of Risk Factors,” “Risk Factors — Risks Relating to Doing Business in the PRC — PRC regulations relating to offshore investment activities by PRC residents may limit our PRC Subsidiaries’ ability to increase their registered capital or distribute profits to Gamehaus or otherwise expose Gamehaus to liability and penalties under PRC law,” “Risk Factors — Risks Relating to Doing Business in the PRC — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or delay us from using the proceeds of the Business Combination to make loans or additional capital contributions to our PRC Subsidiaries, which could adversely affect their liquidity and their ability to fund and expand their business” and “Risk Factors — Risks Relating to Doing Business in the PRC — There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of Chongqing Haohan and Shanghai Kuangre, and dividends payable by Chongqing Haohan and Shanghai Kuangre to our Gamehaus HK may not qualify to enjoy certain treaty benefits.” Further, to the extent cash or assets in the business are in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong, due to interventions in or the imposition of restrictions and limitations on the ability of our Company or our subsidiaries by the PRC government to transfer cash or assets. There is no assurance the PRC government will not intervene in or impose restrictions on the ability of our Company or our subsidiaries to transfer cash or assets. See “Prospectus Summary — Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences,” “Prospectus Summary — Business Overview — Summary of Risk Factors,” and “Risk Factors — Risks Relating to Doing Business in the PRC —  To the extent cash or assets in the business are in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong.” We have established controls and procedures for cash flows within our organization based on internal cash management policies established by our finance department, discussed, considered, and reviewed by the relevant departments in our Company, and approved by our Chairman of the Board of Directors. Specifically, our finance department supervises cash management, following the instructions of our management. Our finance department is responsible for establishing our cash operation plans and coordinating cash management matters among our subsidiaries and departments. Each subsidiary and department initiates a cash request by putting forward a cash demand plan, which explains the specific amount and timing of cash requested, and submitting it to our finance department. The finance department reviews the cash demand plan and prepares a summary for the management of our Company. Management examines and approves the allocation of cash based on the sources of cash and the priorities of the needs. Other than the above, we currently do not have other cash management policies or procedures that dictate how funds are transferred. As of the date of this prospectus, no cash transfer or transfer of other assets has occurred between our Company and our subsidiaries except that during March 2025, Gamehaus Holdings received $100,798 from Gamehaus HK for working capital purpose. See “Prospectus Summary — Asset Transfers Between Our Company and Our Subsidiaries,” “Prospectus Summary — Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences,” and Gamehaus’ audited consolidated financial statements for the years ended June 30, 2024 and 2023 and Gamehaus Holdings’ unaudited condensed consolidated interim financial statements for the nine months ended March 31, 2025.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated [  ], 2025

TABLE OF CONTENTS

About this Prospectus

This prospectus is part of a registration statement on Form F-1 filed with the SEC by Gamehaus Holding Inc. The Selling Shareholders named in this prospectus may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus includes important information about us, the securities being offered by the Selling Shareholders and other information you should know before investing. We may provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. If there is any inconsistency between the information contained in this prospectus and any prospectus supplement or post-effective amendment, you should rely on the information contained in that particular prospectus supplement or post-effective amendment. You should read this prospectus together with the additional information about us described in the section below entitled “Where You Can Find More Information.” You should rely only on information contained in this prospectus, any prospectus supplement and any related free writing prospectus. We have not, and the Selling Shareholders have not, authorized anyone to provide you with information different from that contained in this prospectus, any prospectus supplement and any related free writing prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus. You should not assume that the information contained in this prospectus is accurate as of any other date.

The Selling Shareholders may offer and sell the securities directly to purchasers, through agents selected by the Selling Shareholders, or to or through underwriters or dealers. A prospectus supplement, if required, may describe the terms of the plan of distribution and set forth the names of any agents, underwriters or dealers involved in the sale of securities. See “Plan of Distribution.”

For investors outside the United States: Neither we nor the Selling Shareholders have taken any action to permit the possession or distribution of this prospectus in any jurisdiction other than the United States where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the Class A Ordinary Shares and the distribution of this prospectus outside the United States.

Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this prospectus have been rounded to a single decimal place for the convenience of readers.

Conventions that Apply to This Prospectus

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Class A Ordinary Shares, discussed under “Risk Factors,” before deciding whether to buy our Class A Ordinary Shares.

Business Overview

Our Company

We are an exempted company with limited liability incorporated in the Cayman Islands. As a holding company with no material operations of its own, we conduct all of our operations through our Operating Subsidiaries in Singapore, Hong Kong, and mainland China. The Operating Subsidiaries are technology-driven mobile game publishing companies dedicated to nurturing partnerships with and amplifying the success of small- and medium-sized game developers. With its data-driven commercialization support and optimized game distribution solutions, the Operating Subsidiaries help small- and medium-sized game developers stay competitive in the global gaming market.

As a game publisher targeting the global market, the Operating Subsidiaries distribute mobile games created by developer partners across a wide range of gaming markets worldwide, including in countries such as the U.S., the U.K., Australia, Germany, France, Canada, Brazil, Japan, and India, among others. As of the date of this prospectus, hawse have built a diverse game portfolio across multiple genres, including social casino, match, simulation, role-playing game (“RPG”), puzzle, and bingo. See “Business—Game Genres and Portfolio.” The Operating Subsidiaries most popular game category is social casino, and the majority of the Operating Subsidiaries’ users for this genre are located in Europe and North America. As a result, more than 75% of its revenue for the nine months ended March 31, 2025 and the fiscal years ended June 30, 2024 and 2023 was derived from the European and North American markets. As of the date of this prospectus, the Operating Subsidiaries have published approximately 110 mobile games and has achieved over 200 million cumulative downloads.

The Operating Subsidiaries operate as game publishing companies, but the Operating Subsidiaries’ role extends beyond that. As the Operating Subsidiaries understand the challenges faced by small- and medium-sized game developers, who typically lack commercialization capabilities and face intense competition from larger game developers in the mobile gaming industry with channel and resource advantages, the Operating Subsidiaries have developed a symbiotic relationship with small- and medium-sized game developers to drive mutual growth and success. Specifically, by leveraging its extensive experience in the mobile gaming industry, the Operating Subsidiaries’ technological advantages, and data-driven insights into game content production and distribution, the Operating Subsidiaries offer a comprehensive package of services covering all aspects of the game life cycle, including (i) game development, (ii) screening and pre-publication testing, (iii) user acquisition, and (iv) monetization. See “Business—Services.” The Operating Subsidiaries proven and scalable growth model allows it to remain an asset-light company while fostering partnerships with game developers by selecting games that are most likely to succeed and distribute these games through the most appropriate distribution channels, so as to maximize the return on investment (the “ROI”) in game promotion and marketing. As of the date of this prospectus, the Operating Subsidiaries have worked with over 70 developer partners since incorporation, who are all located in the PRC.

Our revenue for the nine months ended March 31, 2025 was $87.4 million, with net cash flows generated from operating activities of $0.8 million, compared to $113.6 million of revenue and $3.7 million of net cash flows generated from operating activities for the nine months ended March 31, 2024. Our revenue for the fiscal year ended June 30, 2024 was $145.2 million, with net cash flows generated from operating activities of $3.2 million, compared to $168.2 million of revenue and $2.2 million of net cash flows generated from operating activities for the fiscal year ended June 30, 2023. We had net income of $2.3 million, $8.6 million, and $4.1 million for the nine months ended March 31, 2025 and the fiscal years ended June 30, 2024 and 2023, respectively. For additional information regarding our Company, see the section of this prospectus entitled “Business.”

Business Combination

On September 16, 2023, Gamehaus Holdings entered into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with Golden Star, Gamehaus, the First Merger Sub, the Second Merger Sub, and G-Star Management Corporation, a British Virgin Islands company, in the capacity as the representative of Golden Star and the shareholders of Golden Star (the “Purchaser Representative” or the “Sponsor”) immediately prior to the effective time of the Second Merger from and after the closing of the Business Combination.

The Business Combination Agreement provided for a business combination which was effected in two steps: (i) the First Merger Sub merged with and into Gamehaus (the “First Merger”), with Gamehaus being the surviving corporation of the First Merger and a direct wholly owned subsidiary of Gamehaus Holdings, and (ii) following confirmation of the effectiveness of the First Merger, the Second Merger Sub merged with and into Golden Star (the “Second Merger,” and, together with First Merger, the “Mergers”), with Golden Star being the surviving corporation of the Second Merger and a direct wholly owned subsidiary of Gamehaus Holdings (the Mergers together with the share exchange and other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Transactions” or “Business Combination”).

On January 24, 2025, the parties consummated the Business Combination pursuant to the terms of the Business Combination Agreement and Gamehaus became a wholly owned subsidiary of Gamehaus Holdings. On January 27, 2025, our Class A Ordinary Shares commenced trading on Nasdaq, under the symbol “GMHS.”

Competitive Strengths

We believe the following competitive strengths are essential for their success and differentiate them from the competitors:

Growth Strategies

The Operating Subsidiaries intend to develop their business and strengthen brand loyalty by implementing the following strategies:

Corporate Information

Our principal executive offices are located at 9 Temasek Boulevard #07-00, Suntec Tower Two, Singapore 038989, and our phone number is +65 82336584. Our registered office in the Cayman Islands is located at the offices of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, and the phone number of our registered office is +1 345 949 9876. We maintain a corporate website at https://www.gamehaus.com. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

Corporate Structure

We are an exempted company incorporated in the Cayman Islands and not a Chinese operating company, and this corporate structure involves unique risks to investors. As an exempted company in the Cayman Islands with no material operations of our own, we conduct all of our operations through the Operating Subsidiaries. The Class A Ordinary Shares offered in this prospectus are shares of the Cayman Islands exempted company instead of shares of our operating entities in the PRC. Holders of our Ordinary Shares do not directly own any equity interests in the Operating Subsidiaries, but will instead own shares of a Cayman Islands exempted company. The Chinese regulatory authorities could disallow our corporate structure, which would likely result in a material change in our operations and/or a material change in the value of our Ordinary Shares, including that it could cause the value of our Ordinary Shares to significantly decline or become worthless. See “Risk Factors — Risks Relating to Doing Business in the PRC — Chinese regulatory authorities could disallow our holding company structure, which may result in a material change in its operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.”

The following chart illustrates our corporate structure as of the date of this prospectus.

Notes: The percentage of voting interest held by each of our shareholders is calculated on the basis that each holder of Class B Ordinary Shares is entitled to 15 votes per Class B Ordinary Share and each holder of Class A Ordinary Shares is entitled to one vote per Class A Ordinary Share.

We are subject to certain legal and operational risks associated with the business operations of our PRC Subsidiaries being based in China, which could cause the value of our securities to significantly decline or become worthless. Applicable PRC laws and regulations governing such current business operations are sometimes vague and uncertain, and as a result these risks may result in material changes in the operations of our PRC Subsidiaries, significant depreciation or a complete loss of the value of our Class A Ordinary Shares, or a complete hindrance of our ability to offer, or continue to offer, our securities to investors. Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. On December 28, 2021, 13 governmental departments of the PRC, including the CAC, issued the Cybersecurity Review Measures, which became effective on February 15, 2022. As of the date of this prospectus, neither we nor our subsidiaries have been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction related to cybersecurity review under the Cybersecurity Review Measures. As confirmed by our PRC counsel, JunHe LLP, we are not subject to cybersecurity review or network data security review by the CAC under the Cybersecurity Review Measures or the Security Administration Regulations, because our PRC Subsidiaries are not CIIOs or online platform operators that possess personal information of at least one million users or engage in data processing activities that affect or may affect national security. See “Risk Factors — Risks Relating to Doing Business in the PRC —  Recent greater oversight by the CAC over data security, particularly for companies seeking to list or continuously list on a foreign exchange, could adversely impact our business.” As of the date of this prospectus, our PRC counsel, JunHe LLP, has advised us that we are required to obtain the filling notification from the CSRC for the listing of our Class A Ordinary Shares on any foreign stock exchange. On February 17, 2023, the CSRC promulgated the Trial Measures, and five supporting guidelines, which became effective on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three business days following their submission of initial public offerings or listing applications. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. On June 13, 2024, Chongqing Haohan, one of our PRC Subsidiaries, filed with the CSRC in connection with this offering and listing pursuant to the Trial Measures and, on November 21, 2024, the CSRC issued the filing notification to Chongqing Haohan. Except for the requirement for such CSRC filing under the Trial Measures, which has already been obtained, as of the date of this prospectus, neither we nor our PRC Subsidiaries have received any inquiry, notice, warning, or sanction regarding our overseas listing from any other PRC governmental authorities. Since these statements and regulatory actions are newly published, however, official guidance and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries, our ability to accept foreign investments, and our listing on a U.S. exchange. The SCNPC, the CSRC, the CAC, or other PRC regulatory authorities may in the future promulgate additional laws, regulations, or implementing rules that require us and our subsidiaries to obtain regulatory approval from Chinese authorities before listing or offering of our securities in the U.S or operating our business. If we do not receive or maintain the approval as mandated by current or future laws and regulations, or inadvertently conclude that such approval is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our Class A Ordinary Shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

In addition, our Class A Ordinary Shares may be prohibited from trading on a national exchange under the HFCA Act if the PCAOB is unable to inspect our auditors for two consecutive years, as amended, beginning in 2022. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act, which reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two, thus reducing the time period for triggering the delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable to inspect our accounting firm at such future time. Our auditor, Audit Alliance LLP, is headquartered in Singapore, and has been inspected by the PCAOB on a regular basis, with the last inspection on September 27, 2024. The PCAOB currently has access to inspect to the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021 . If trading in our Class A Ordinary Shares is prohibited under the HFCA Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our Class A Ordinary Shares and trading in our Class A Ordinary Shares could be prohibited. On August 26, 2022, the CSRC, the MOF, and the PCAOB signed the Protocol governing inspections and investigations of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need to issue a new determination. See “Risk Factors — Risks Relating to Doing Business in the PRC —  Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing on Nasdaq or future offerings of our securities in the U.S.”

Summary of Risk Factors

Investing in our Class A Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Class A Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors.”

Risks Relating to Doing Business in the PRC (for a more detailed discussion, see “Risk Factors—Risks Relating to Doing Business in the PRC” beginning on page 12 of this prospectus)

We face risks and uncertainties relating to doing business in the PRC in general, including, but not limited to, the following:

Risks Related to Our Business (for a more detailed discussion, see “Risk Factors—Risks Related to Our Business” beginning on page 22 of this prospectus)

Risks and uncertainties related to our business include, but are not limited to, the following:

Risks Relating to This Offering and the Trading Market (for a more detailed discussion, see “Risk Factors—Risks Relating to This Offering and the Trading Market” beginning on page 37 of this prospectus)

Risks and uncertainties relating to this offering and the trading market include, but are not limited to, the following:

Permissions or Approval Required from the PRC Authorities for Our Operations and Offering

Our PRC counsel, JunHe LLP, has advised us that, in order to operate our business activities as currently conducted in China, each of our PRC Subsidiaries is required to obtain a business license from the State Administration for Market Regulation (“SAMR”). We confirm that, as of the date of this prospectus, each of our PRC Subsidiaries has obtained a valid business license from the SAMR and no application for any such license has been denied. Furthermore, JunHe LLP has advised us that, as of the date of this prospectus, our PRC Subsidiaries are not required to obtain any other approval, licenses, or permits from PRC governmental authorities to conduct their business. However, it is uncertain whether we or our PRC Subsidiaries will be required to obtain additional approval, licenses, or permits in connection with our business operations pursuant to evolving PRC laws and regulations, and whether we would be able to obtain and renew such approval on a timely basis or at all. Failing to do so could result in a material change in our operations, and the value of our Class A Ordinary Shares could depreciate significantly or become worthless.

As of the date of this prospectus, our PRC counsel, JunHe LLP, has advised us that we are required to obtain the filing notification from the CSRC for the listing of our Class A Ordinary Shares on any foreign stock exchange. Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the “Opinions,” which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervision over overseas listings by Chinese companies. These Opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-concept overseas-listed companies and the demand for cybersecurity and data privacy protection. On February 17, 2023, the CSRC promulgated the Trial Measures and five supporting guidelines, which became effective on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three business days following their submission of initial public offerings or listing applications. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. On June 13, 2024, Chongqing Haohan, one of our PRC Subsidiaries, filed with the CSRC in connection with our initial public offering pursuant to the Trial Measures and, on November 21, 2024, the CSRC issued the filing notification to Chongqing Haohan.

On February 24, 2023, the CSRC, together with the MOF, National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009. The revised Provisions were issued under the title the “Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies” (the “Archive Provisions”) and became effective on March 31, 2023 together with the Trial Measures. One of the major revisions to the Archive Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures. On or after March 31, 2023, any failure or perceived failure by our Company or our PRC Subsidiaries to comply with the above confidentiality and archives administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime. As there are still uncertainties regarding the interpretation and implementation of the Trial Measures and any regulatory guidance related thereto, we cannot assure you that our filing documents in connection with this offering and listing will meet the standards of the CSRC, or that we will be able to comply with any additional regulatory requirements, which may arise from the evolving interpretation of the Opinions, the Trial Measures, or any related implementing rules to be enacted, with respect to our future overseas capital-raising activities. See “Risk Factors — Risks Relating to Doing Business in the PRC — The Opinions, the Trial Measures, and the revised Provisions recently issued by the PRC authorities may subject our PRC Subsidiaries to additional compliance requirements in the future.” Other than the CSRC filing review under the Trial Measures, as confirmed by our PRC counsel, JunHe LLP, neither we nor our PRC Subsidiaries are required to obtain, or have been denied, any other approval, licenses, or permits from PRC governmental authorities to offer our securities.

The Cybersecurity Review Measures, which became effective on February 15, 2022, provide that, in addition to CIIOs that intend to purchase Internet products and services, online platform operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC. According to the Cybersecurity Review Measures, a cybersecurity review assesses potential national security risks that may be brought about by any procurement, data processing, or overseas listing. The Cybersecurity Review Measures further require that CIIOs and data processing operators that possess personal data of at least one million users must apply for a review by the Cybersecurity Review Office of the PRC before conducting listings in foreign countries. As of the date of this prospectus, we have not received any notice from any authorities identifying any of our PRC Subsidiaries as a CIIO or requiring us to go through cybersecurity review or network data security review by the CAC . As confirmed by our PRC counsel, JunHe LLP, we are not subject to cybersecurity review or network data security review by the CAC under the Cybersecurity Review Measures or the Security Administration Regulations, because our PRC Subsidiaries are not CIIOs or online platform operators that possess personal information of at least one million users or engage in data processing activities that affect or may affect national security . There remains uncertainty, however, as to how the Cybersecurity Review Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures. For further details, see “Risk Factors — Risks Relating to Doing Business in the PRC — Recent greater oversight by the CAC over data security, particularly for companies seeking to list or continuously list on a foreign exchange, could adversely impact our business.”

Asset Transfers Between Our Company and Our Subsidiaries

As of the date of this prospectus, no cash transfer or transfer of other assets has occurred between our Company and our subsidiaries except that during March 2025, Gamehaus Holdings received $100,798 from Gamehaus HK for working capital purpose.  We have established controls and procedures for cash flows within our organization based on internal cash management policies established by our finance department, which were discussed, considered, and reviewed by the relevant departments in our Company, and approved by our Chairman of the Board of Directors. Specifically, our finance department supervises cash management, following the instructions of our management. Our finance department is responsible for establishing our cash operation plan and coordinating cash management matters among our subsidiaries and departments. Each subsidiary and department initiates a cash request by putting forward a cash demand plan, which explains the specific amount and timing of cash requested, and submitting it to our finance department. The finance department reviews the cash demand plan and prepares a summary for the management of our Company. Management examines and approves the allocation of cash based on the sources of cash and the priorities of the needs. Other than the above, we currently do not have other cash management policies or procedures that dictate how funds are transferred .

Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences

As of the date of this prospectus, none of our subsidiaries have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. See our audited consolidated financial statements for the nine months ended March 31, 2025 and the fiscal years ended June 30, 2024 and 2023 appearing elsewhere in this prospectus. We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Subject to the passive foreign investment company (“PFIC”) rules, the gross amount of distributions we make to investors with respect to our Class A Ordinary Shares (including the amount of any taxes withheld therefrom) will be taxable as a dividend, to the extent that the distribution is paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.

Subject to the provisions of the Cayman Companies Act and any rights attaching to any class or classes of shares under and in accordance with the articles, the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors.

Subject to the requirements of the Cayman Companies Act regarding the application of a company’s share premium account and with the sanction of an ordinary resolution, dividends may also be declared and paid out of any share premium account, provided that in no circumstances may a dividend be paid out of share premium if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business.

If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as an exempted company, we will be dependent on receipt of funds from Gamehaus, which is dependent on receipt of funds from Gamehaus BVI, which is dependent on receipt of funds from Gamehaus HK, and the distribution of such payments from Chongqing Haohan, Shanghai Kuangre and Gamepromo. However, as the PRC government imposes control over currency conversion, it has the authority to conduct exchange transfer reviews, which may impose certain limitations on our ability to transfer cash between our Company, our subsidiaries, and our investors, primarily reflected in the following aspects: (i) we are restricted from providing capital or providing loans to our PRC Subsidiaries, which may adversely affect the operations of our PRC Subsidiaries; (ii) our PRC Subsidiaries may be restricted from paying dividends to us; and (iii) if we are unable to obtain dividends from our PRC Subsidiaries, it may adversely impact our dividends distribution to investors. See “Summary of Risk Factors,” “Risk Factors — Risks Relating to Doing Business in the PRC — PRC regulations relating to offshore investment activities by PRC residents may limit our PRC Subsidiaries’ ability to increase their registered capital or distribute profits to Gamehaus or otherwise expose Gamehaus to liability and penalties under PRC law,” “Risk Factors — Risks Relating to Doing Business in the PRC — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or delay us from using the proceeds of the Business Combination to make loans or additional capital contributions to our PRC Subsidiaries, which could adversely affect their liquidity and their ability to fund and expand their business” and “Risk Factors — Risks Relating to Doing Business in the PRC — There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of Chongqing Haohan and Shanghai Kuangre, and dividends payable by Chongqing Haohan and Shanghai Kuangre to our Gamehaus HK may not qualify to enjoy certain treaty benefits.” Further, to the extent cash or assets in the business are in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong, due to interventions in or the imposition of restrictions and limitations on the ability of our Company or our subsidiaries by the PRC government to transfer cash or assets. There is no assurance the PRC government will not intervene in or impose restrictions on the ability of our Company or our subsidiaries to transfer cash or assets. See “— Business Overview — Summary of Risk Factors,” and “Risk Factors — Risks Relating to Doing Business in the PRC —  To the extent cash or assets in the business are in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong.”

Current PRC regulations permit our PRC Subsidiaries to pay dividends to Gamehaus HK only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our PRC Subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its respective registered capital.

The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, or “SAFE Circular 3,” issued on January 26, 2017, provides that banks shall, when dealing with dividend remittance transactions from a domestic enterprise to its offshore shareholders of more than US$50,000, review the relevant board resolutions, original tax filing form, and audited financial statements of such domestic enterprise based on the principle of genuine transaction. Furthermore, if our PRC Subsidiaries incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our PRC Subsidiaries are unable to receive all of the revenue from our operations, we may be unable to pay dividends on our Class A Ordinary Shares.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars. Gamehaus HK may be considered a non-resident enterprise for tax purposes, so that any dividends Shanghai Kuangre, Chongqing Haohan, and Gamepromo pay to Gamehaus HK may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%. See “Material Income Tax Consideration — People’s Republic of China Enterprise Taxation.”

In order for us to pay dividends to our shareholders, it will rely on payments made from Shanghai Kuangre, Chongqing Haohan, and Gamepromo as dividends from these subsidiaries and the distribution of such payments to Gamehaus BVI as dividends from Gamehaus HK, and then the distribution of such payments to our Company as dividends from Gamehaus. If Shanghai Kuangre, Chongqing Haohan, Gamepromo, or their subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. If any of our PRC Subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income (the “Double Tax Avoidance Arrangement”), the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC project. The 5% withholding tax rate, however, does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends; and (b) the Hong Kong project must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong project must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to any dividends paid by Chongqing Haohan and Shanghai Kuangre to Gamehaus HK. As of the date of this prospectus, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. Gamehaus HK intends to apply for the tax resident certificate if and when Chongqing Haohan and Shanghai Kuangre plan to declare and pay dividends to Gamehaus HK. See “Risk Factors — Risks Relating to Doing Business in the PRC — There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of Chongqing Haohan and Shanghai Kuangre, and dividends payable by Chongqing Haohan and Shanghai Kuangre to our Gamehaus HK may not qualify to enjoy certain treaty benefits.”

Implications of Our Being an “Emerging Growth Company”

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act.” An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” at the end of the fiscal year following the fifth anniversary of the closing of the Business Combination, if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our Class A Ordinary Shares held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made on December 31, 2025. For so long as we are a foreign private issuer within the meaning of the rules under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, our shareholders will receive less or different information about us than a shareholder of a U.S. domestic public company would receive. Nonetheless, we intend to align ourselves with the practices adopted by Nasdaq-listed U.S. domestic companies to the best of its ability to provide our shareholders with enhanced transparency and protection.

In addition, for as long we remain a foreign private issuer, we are permitted to follow the corporate governance practices of our home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies. For example, we are not required to have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. We intend to rely on the exemptions listed above as long as we remain a foreign private issuer. As a result, you may not be provided with the benefits of certain corporate governance requirements of Nasdaq applicable to U.S. domestic public companies.

THE OFFERING

This prospectus relates to the resale by the Selling Shareholders of 52,093,399 Class A Ordinary Shares that constitute the Resale Shares. All of the Resale Shares, if and when sold, will be sold by the Selling Shareholders. The Selling Shareholders may sell the Resale Shares, from time to time at prevailing market prices or at privately negotiated prices.

RISK FACTORS

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Relating to Doing Business in the PRC

Any actions by the Chinese government, including any decision to intervene or influence the operations of our PRC Subsidiaries or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause our PRC Subsidiaries to make material changes to their operations, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. The ability of our subsidiaries to operate in China may be impaired by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, foreign investment limitations, and other matters. The central or local governments of China may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts for us to ensure our PRC Subsidiaries’ compliance with such regulations or interpretations. As such, we could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. They may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

Furthermore, it is uncertain when and whether we will be required to obtain permission from the PRC government for continued listing on U.S. exchanges in the future, and even when such permission is obtained, whether it will be later denied or rescinded. Although we believe we are currently not required to obtain permission from any Chinese authorities and have not received any notice of denial of permission for continued listing on the U.S. exchange as of the date of this prospectus, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry, particularly in the event permission for continued listing on U.S. exchanges may be later rescinded.

Accordingly, government actions in the future, including any decision to intervene or influence the operations of our PRC Subsidiaries at any time or to exert control over an offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to the operations of our PRC Subsidiaries, may limit or completely hinder our ability to offer or continue to offer securities to investors, and/or may cause the value of such securities to significantly decline or be worthless.

Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to you and us.

The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The legislation over the past three decades has significantly increased the protection afforded to various forms of foreign or private-sector investment in China. Our PRC Subsidiaries are subject to various PRC laws and regulations generally applicable to companies in China. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, however, the interpretations of many laws, regulations, and rules are not always uniform and enforcement of these laws, regulations, and rules involve uncertainties.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, however, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy in the PRC legal system than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies, internal rules, and regulations (some of which are not published in a timely manner or at all) that may have retroactive effect and may change quickly with little advance notice. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainties over the scope and effect of our contractual, property (including intellectual property), and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue our operations.

The Opinions, the Trial Measures, and the revised Provisions recently issued by the PRC authorities may subject our PRC Subsidiaries to additional compliance requirements in the future.

The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law” (the “Opinions”), which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies. The Opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. On February 17, 2023, the CSRC promulgated the Trial Measures and five supporting guidelines, which became effective on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three business days following their submission of initial public offerings or listing applications. The issuer, after offering or listing overseas, will be under an obligation to report to the CSRC material events including change of control or voluntary or forced delisting of the issuer. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. On June 13, 2024, Chongqing Haohan, one of our PRC Subsidiaries, filed with the CSRC in connection with this offering and listing pursuant to the Trial Measures and, on November 21, 2024, the CSRC issued the filing notification to Chongqing Haohan. Except for the requirement for such CSRC filing under the Trial Measures, which has already been obtained, as of the date of this prospectus, neither we nor our PRC Subsidiaries have received any inquiry, notice, warning, or sanction regarding our overseas listing from any other PRC governmental authorities.

On February 24, 2023, the CSRC, together with the MOF, National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009. The revised Provisions were issued under the title the “Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies,” and became effective on March 31, 2023 together with the Trial Measures. One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures. The revised Provisions require that, among other things, (i) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (ii) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. Any failure or perceived failure by PRC domestic companies to comply with the above confidentiality and archives administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.

Given the Chinese government’s significant oversight and discretion over the conduct of our PRC Subsidiaries’ business, the Chinese government may intervene or influence their operations at any time, which could result in a material change in our PRC Subsidiaries’ operations and/or the value of our Class A Ordinary Shares.

The Chinese government has significant oversight and discretion over the conduct of our PRC Subsidiaries’ business and may intervene or influence their operations at any time as the government deems appropriate to further regulatory, political, and societal goals, which could result in a material change in our PRC Subsidiaries’ operations and/or the value of our Class A Ordinary Shares.

The Chinese government has recently published new policies that significantly affected certain industries such as the education and Internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding the adult education supporting service industry that could adversely affect our PRC Subsidiaries’ business, financial condition, and results of operations. Furthermore, if China adopts more stringent standards with respect to certain areas such as environmental protection or corporate social responsibilities, our PRC Subsidiaries’ may incur increased compliance costs or become subject to additional restrictions in their operations. Certain areas of the law, including intellectual property rights and confidentiality protections, in China may also not be as effective as in the United States or other countries. In addition, our PRC Subsidiaries cannot predict the effects of future developments in the PRC legal system on their business operations, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement thereof. These uncertainties could limit the legal protections available to us and our investors, including you.

Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing on Nasdaq or future offerings of our securities in the U.S.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply a minimum offering size requirement for companies primarily operating in a “Restrictive Market,” (ii) adopt a new requirement relating to the qualification of management or the board of directors for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditor. On October 4, 2021, the SEC approved Nasdaq’s revised proposal for the rule changes.

On May 20, 2020, the U.S. Senate passed the HFCA Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years (two consecutive years as amended under the Consolidated Appropriations Act, as discussed below), the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act. On December 18, 2020, the HFCA Act was signed into law.

On March 24, 2021, the SEC announced the adoption of interim final amendments to implement the submission and disclosure requirements of the HFCA Act. In the announcement, the SEC clarified that before any issuer will have to comply with the interim final amendments, the SEC must implement a process for identifying covered issuers. The announcement also stated that the SEC staff is actively assessing how best to implement the other requirements of the HFCA Act, including the identification process and the trading prohibition requirements.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable to inspect our accounting firm at such future time.

On September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether the board of directors of a company is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act, which became effective on January 10, 2022. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. For example, on December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions.

On December 16, 2021, the PCAOB issued a report on its determinations that the Board is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. The Board made these determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCA Act.

The lack of access to the PCAOB Inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, investors may be deprived of the benefits of such PCAOB inspections.

Our auditor, Audit Alliance LLP, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States, pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is headquartered in Singapore, and it is subject to PCAOB inspections to assess its compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. However, there is no assurance whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us since we are an emerging growth company and the majority of our operations are conducted in China. Furthermore, if the PCAOB is unable to inspect our accounting firm in the future, the HFCA Act, which requires that the PCAOB be permitted to inspect an issuer’s public accounting firm within two years, as amended, will prohibit trading in its securities, and, as a result, an exchange may determine to delist our securities and trading in such securities could be prohibited.

On August 26, 2022, the CSRC, the MOF, and the PCAOB signed a Statement of Protocol (the “Protocol”), governing inspections and investigations of accounting firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the HFCA Act by decreasing the number of non-inspection years from three years to two, thus reducing the time period before our Class A Ordinary Shares may be prohibited from trading or delisted.

Recent greater oversight by the CAC over data security, particularly for companies seeking to list or continuously list on a foreign exchange, could adversely impact our business.

On September 24, 2024, the CAC published the Regulations on the Network Data Security Administration (the “Security Administration”), which came into effect on January 1, 2025. The Security Administration provides that data processing operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the relevant Cyberspace Administration of the PRC.

On December 28, 2021, 13 governmental departments of the PRC, including the CAC, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures provide that, in addition to critical information infrastructure operators (the “CIIOs”) that intend to purchase Internet products and services, net platform operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC. According to the Cybersecurity Review Measures, a cybersecurity review assesses potential national security risks that may be brought about by any procurement, data processing, or overseas listing. The Cybersecurity Review Measures require that an online platform operator which possesses the personal information of more than one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries.

The PRC Data Security Law, which was promulgated by the SCNPC on June 10, 2021 and took effect on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.

On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law of the People’s Republic of China (the “Personal Information Protection Law”), which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021.

As of the date of this prospectus, we have not received any notice from any authorities identifying any of our PRC Subsidiaries as CIIOs or requiring us to go through cybersecurity review or network data security review by the CAC. As confirmed by our PRC counsel, JunHe LLP, our operations and continued listing are not expected to be affected by, or subject to, cybersecurity review by the CAC under the Cybersecurity Review Measures, given that neither us nor our PRC Subsidiaries are (i) online platform operators engaging in data processing activities that affect or may affect national security; (ii) critical information infrastructure operators purchasing cyber products or services that affect or may affect national security; or (iii) online platform operators with personal information data of more than one million users. There remains possibility of changes, however, as to how the Cybersecurity Review Measures and the Security Administration Regulations will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration Regulations. If any such new laws, regulations, rules, or implementation and interpretation come into effect, we expect to take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on it. We cannot guarantee, however, that we will not be subject to cybersecurity review and network data security review in the future. During such reviews, our PRC Subsidiaries may be required to suspend their operations or experience other disruptions to their operations. Cybersecurity review and network data security review could also result in negative publicity with respect to our Company and diversion of our managerial and financial resources, which could materially and adversely affect our business, financial conditions, and results of operations.

To the extent cash or assets in the business are in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong.

Relevant PRC laws and regulations permit our PRC Subsidiaries to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, each of our PRC Subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. The companies in the PRC are also required to further set aside a portion of their after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at their discretion. These reserves are not distributable as cash dividends. Furthermore, in order for us to pay dividends to its shareholders, it will rely on payments made from Shanghai Kuangre (as defined below), Chongqing Haohan (as defined below), and Gamepromo (as defined below) as dividends from these subsidiaries and the distribution of such payments to Gamehaus BVI (as defined below) as dividends from Gamehaus HK (as defined below), and then the distribution of such payments to our Company as dividends from Gamehaus BVI. If Shanghai Kuangre, Chongqing Haohan, Gamepromo, or their subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us.

Our cash dividends, if any, will be paid in U.S. dollars. If we are considered a tax resident enterprise of the PRC for tax purposes, any dividends we pays to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax. See “— Under the PRC Enterprise Income Tax Law, we may be classified as a PRC ‘resident enterprise’ for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment.”

As of the date of this prospectus, there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within, into, and out of Hong Kong (including funds from Hong Kong to mainland China), except for the transfer of funds involving money laundering and criminal activities. However, there is no guarantee that the Hong Kong government will not promulgate new laws or regulations that may impose such restrictions in the future.

Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on its results of operations and the value of your investment.

Under the PRC Enterprise Income Tax Law (the “EIT Law”), which became effective in January 2008, an enterprise established outside the PRC with “de facto management bodies” within the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. Under the implementation rules to the EIT Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances, and properties of an enterprise. In April 2009, the State Administration of Taxation (the “SAT”) issued the Circular on Issues Concerning the Identification of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance with the Actual Standards of Organizational Management, or “SAT Circular 82,” which was amended in December 2017. SAT Circular 82 specifies that certain offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if the following are located or resident in the PRC: senior management personnel and departments that are responsible for daily production, operation, and management; financial and personnel decision-making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders’ meetings; and half or more of the senior management or directors having voting rights. In addition to SAT Circular 82, the SAT issued the Measures for the Administration of Enterprise Income Tax of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises (for Trial Implementation), or “SAT Bulletin 45,” which took effect in September 2011 and was amended in April 2015, to provide more guidance on the implementation of SAT Circular 82 and clarify the reporting and filing obligations of such “Chinese-controlled offshore incorporated resident enterprises.” SAT Bulletin 45 provides procedures and administrative details for the determination of resident status and administration on post-determination matters. Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the determining criteria set forth in SAT Circular 82 and SAT Bulletin 45 may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, PRC enterprise groups, or by PRC or foreign individuals.

If the PRC tax authorities determine that the actual management body of Gamehaus Holdings is within the territory of China, Gamehaus Holdings may be deemed to be a PRC resident enterprise for PRC enterprise income tax purposes and a number of unfavorable PRC tax consequences could follow. First, we will be subject to the uniform 25% enterprise income tax on our worldwide income, which could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations. Finally, dividends payable by us to our investors and gains on the sale of its shares may become subject to PRC withholding tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from PRC sources. It is unclear whether non-PRC shareholders of our Company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in our Class A Ordinary Shares. Although up to the date of this prospectus, we have not been notified or informed by the PRC tax authorities that we have been deemed to be resident enterprises for the purpose of the EIT Law, there is no assurance that we or our PRC Subsidiaries will not be deemed to be resident enterprises in the future.

Chinese regulatory authorities could disallow our holding company structure, which may result in a material change in its operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.

As of the date of this prospectus, we indirectly hold the equity of our PRC Subsidiaries through Gamehaus HK. Although the PRC government has increasingly open attitude towards absorbing foreign investment in general, it still implements the Special Administrative Measures for Access of Foreign Investments (the “Negative List”). Under the Negative List, foreign investors shall not invest in any forbidden fields stipulated in the Negative List and shall meet the conditions stipulated in the Negative List before investing in any restricted fields. As of the date of this prospectus, since Gamehaus distributes mobile games created by its developer partners across the countries and territories outside mainland China and its PRC Subsidiaries do not distribute mobile games in mainland China, our current services and operations in China are unlikely to be restricted or prohibited by the Negative List. If the business of our PRC Subsidiaries is deemed as a restricted or prohibited business based on the Negative List, our corporate structure may be considered illegal and required to be restructured by the Chinese government, which may adversely affect our operations and the value of the securities we is registering for sale.

On July 4, 2014, SAFE issued the SAFE Circular 37, which requires PRC residents, including PRC individuals and institutions, to register with SAFE or its local branches in connection with their direct establishment or indirect control of an offshore special purpose vehicle, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests. In addition, such PRC residents must update their foreign exchange registrations with SAFE or its local branches when the offshore special purpose vehicles in which such residents directly hold equity interests undergo material events relating to any changes of basic information (including changes of such PRC individual shareholders, names, and operation terms), increases or decreases in investment amount, share transfers or exchanges, or mergers or divisions. As of the date of this prospectus, most of our shareholders have completed SAFE Circular 37 Registration and are in compliance. Some of our beneficial owners, who are PRC residents, are currently processing SAFE Circular 37 Registration. Gamehaus has asked their shareholders who are PRC residents to make the necessary applications and filings as required by SAFE Circular 37. We attempt to comply and ensure that, our shareholders who are subject to these rules comply with the relevant requirements. However, we may not be fully informed of the identities of all our shareholders or beneficial owners who are PRC residents, and therefore, we may not be able to identify all our shareholders or beneficial owners who are PRC residents to ensure their compliance with the SAFE Circular 37 or other related rules. In addition, there is no assurance that all such shareholders and beneficial owners who are PRC residents will comply with our request to make, obtain, or update any applicable registrations or comply with other requirements required by the SAFE Circular 37 or other related rules in a timely manner. Even if such shareholders and beneficial owners who are PRC residents comply with such request, there is no assurance that they will successfully obtain or update any registration required by the SAFE Circular 37 or other related rules in a timely manner. If any of such shareholders who is a PRC resident, as determined by SAFE Circular 37, fails to fulfill the required foreign exchange registration, it will be deemed illegal for such shareholder to directly or indirectly hold our equity under the PRC laws. Furthermore, if PRC authorities disallow such shareholder to own our equity, our PRC Subsidiaries may be prohibited from distributing dividends to us or from carrying out other subsequent cross-border foreign exchange activities, and we may be restricted in our ability to contribute additional capital to our PRC Subsidiaries, which may adversely affect our operations and the value of the securities we are registering for sale.

Furthermore, if future laws, administrative regulations, or provisions mandate further actions to be taken by us or our PRC Subsidiaries with respect to our existing corporate structure, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our corporate structure, resulting in a material change in its operations and/or a material change in the value of our Class A Ordinary Shares, including that it could cause the value of our Class A Ordinary Shares to significantly decline or become worthless.

Because some of the operations of our PRC Subsidiaries are in China, our business is subject to a certain degree of the complex and rapidly evolving laws and regulations there.

As a company having business operations in China, our PRC Subsidiaries are subject to the laws and regulations of China, which can be complex and evolve rapidly. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC may change in the future. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which our PRC Subsidiaries conduct our business in China and could require us to change certain aspects of our business to ensure compliance, could increase costs and expenses, require us to obtain more licenses, permits, approvals, or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition, and results of operations could be adversely affected and the value of our securities could significantly decline.

Possibility of changes with respect to the interpretation and implementation of the PRC Foreign Investment Law and Implementation Regulations may affect our corporate governance.

On January 1, 2020, the PRC Foreign Investment Law (the “Foreign Investment Law”) and the Regulations for Implementation of the Foreign Investment Law (the “Implementation Regulations”), came into effect and replaced the trio of prior laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law, and the Wholly Foreign-invested Enterprise Law, together with their implementation rules. Since the Foreign Investment Law and the Implementation Regulations are relatively new, possibility of changes still exist in relation to its interpretation and implementation. The Foreign Investment Law and the Implementation Regulations may affect our relevant corporate governance practices and increase our compliance costs. For instance, the Foreign Investment Law and the Implementation Regulations require that foreign-invested enterprises established before the Foreign Investment Law became effective have five years to complete the necessary adjustments to their organization form, governance structure, and other required matters to comply with the PRC Company Law, the Partnership Enterprise Law, and other laws. The PRC Company Law significantly differs from the Sino-foreign Equity Joint Venture Enterprise Law and the Sino-foreign Cooperative Joint Venture Enterprise Law. These differences include, but are not limited to, an enterprise’s highest authority, minimum number of directors, quorum, term of directors, voting mechanisms, profit distributions and equity transfer restrictions. According to the Implementation Regulations, the provisions regarding equity interest transfer and distribution of profits or remaining assets may remain the same as previously provided in the contracts among the joint venture parties of a foreign-invested enterprise. Uncertainties still exist with respect to the specific adjustments foreign-invested enterprises must make. The local branch of the SAMR may, at its discretion, require our PRC Subsidiaries to make necessary adjustments to their articles of association and other filing documents to comply with the PRC Company Law and the Partnership Enterprise Law, as applicable.

In addition, the Foreign Investment Law and the Implementation Regulations impose information reporting requirements on foreign investors and foreign-invested enterprises. Any foreign investors or foreign-invested enterprises found to be non-compliant with these reporting obligations may be subject to fines or administrative liabilities.

As advised by our PRC counsel, since Gamehaus distributes mobile games created by its developer partners across the countries and territories outside mainland China and its PRC Subsidiaries do not distribute mobile games in mainland China, our current services and operations in China are unlikely to be restricted or prohibited by the Foreign Investment Law. However, it is not known whether any additional laws or regulations promulgated pursuant to the Foreign Investment Law and the Implementation Regulations will have a material adverse effect on our business, financial condition, and results of operations.

PRC regulations relating to offshore investment activities by PRC residents may limit our PRC Subsidiaries’ ability to increase their registered capital or distribute profits to Gamehaus or otherwise expose Gamehaus to liability and penalties under PRC law.

The SAFE promulgated the Notice of the State Administration of Foreign Exchange on Issues Relating to Foreign Exchange Control for Overseas Investment and Financing and Roundtripping by PRC Residents through Special Purpose Vehicles (“SAFE Circular 37”) in July 2014 that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC citizens or residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions. According to the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment released in February 2015 by SAFE, as amended in December 2019 (“SAFE Circular 13”), local banks will examine and handle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration, under SAFE Circular 37 from June 2015.

As of the date of this prospectus, most of our shareholders have completed SAFE Circular 37 Registration and are in compliance. Some of our beneficial owners, who are PRC residents, are currently processing SAFE Circular 37 Registration. We have asked our shareholders who are PRC residents to make the necessary applications and filings as required by SAFE Circular 37. We attempt to comply and ensure that our shareholders who are subject to these rules comply with the relevant requirements. However, we may not be informed of the identities of all the PRC residents or entities holding direct or indirect interest in our company, nor can we compel their beneficial owners to comply with SAFE registration requirements. As a result, we cannot provide any assurances that all of our current and future shareholders who are PRC residents will comply with our request to make or obtain any applicable registration or comply with other requirements required by SAFE Circular 37 or other related rules. Failure by such shareholders or beneficial owners to comply with SAFE regulations could subject us to fines or legal sanctions, restrict our investment activities outside China or affect our ownership structure, which could adversely affect our business and prospects.

Restrictions on our subsidiaries in the PRC and Hong Kong on paying dividends or making other payments to us under existing or new laws and regulations of the PRC may restrict our ability to satisfy our liquidity requirements.

Dividend payments from our PRC Subsidiaries in the future are subject to various restrictions under PRC laws and regulations in force at the time and could be subject to additional restrictions under new PRC laws and regulations that may come into effect in the future. Current PRC regulations permit our PRC Subsidiaries to pay dividends to us only out of their accumulated after-tax profits upon satisfaction of relevant statutory condition and procedures, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC Subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. In addition, the PRC Enterprise Income Tax Law and its implementation rules provide that withholding tax at the rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises, unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated. Furthermore, if our PRC Subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us, which may restrict our ability to satisfy our liquidity requirements. Due to these restrictions and additional restrictions that may be imposed under new PRC laws and regulations that may come into effect in the future, cash and/or non-cash assets held by our PRC Subsidiaries may not be available to fund our foreign currency needs or any foreign operations that we may have in the future or for other uses outside of the PRC.

Based on the experience of our management team, we do not believe that remittance of cash and/or non-cash assets is subject to the aforementioned interventions, restrictions, and limitations by the PRC government or similar interventions, restrictions, or limitations, nor do we believe such interventions, restrictions, and limitations will be imposed on it or any future subsidiary that it may have in the foreseeable future. To the extent that Gamehaus’ cash and/or non-cash assets or any cash and/or non-cash assets held by its subsidiaries are subject to the aforementioned interventions, restrictions and limitations by the PRC government, then, as a result of such interventions, restrictions and limitations, such cash/assets may not be available to pay dividends to Gamehaus, to fund the operations of its subsidiaries.

If we become directly subject to the scrutiny, criticism, and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price, and reputation.

U.S. public companies that have a substantial majority of their operations in China have been the subject of intense scrutiny, criticism, and negative publicity by investors, financial commentators, and regulatory agencies, such as the SEC. Much of the scrutiny, criticism, and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism, and negative publicity, the publicly traded stock of many U.S.-listed Chinese companies sharply decreased in value and, in some cases, have become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism, and negative publicity will have on us, our business, and the price of our Class A Ordinary Shares. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company. This situation will be costly and time consuming and could distract our management from developing our business. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our Class A Ordinary Shares.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or delay us from using the proceeds of the Business Combination to make loans or additional capital contributions to our PRC Subsidiaries, which could adversely affect their liquidity and their ability to fund and expand their business.

We are an offshore holding company with some of our operations conducted in China. We may make loans to our PRC Subsidiaries subject to the approval, registration, and filing with governmental authorities and limitation of amount, or we may make additional capital contributions to our wholly foreign-owned subsidiaries in China. Any loans to our wholly foreign-owned subsidiaries in China, which are treated as foreign-invested enterprises under PRC law, are subject to foreign exchange loan registrations with the National Development and Reform Commission, or the NDRC, and SAFE or its local branches. In addition, a foreign invested enterprise shall use its capital pursuant to the principle of authenticity and self-use within its business scope. The capital of a foreign invested enterprise shall not be used for the following purposes: (i) directly or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in securities or investments other than banks’ principal-secured products unless otherwise provided by relevant laws and regulations; (iii) the granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).

There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of Chongqing Haohan and Shanghai Kuangre, and dividends payable by Chongqing Haohan and Shanghai Kuangre to our Gamehaus HK may not qualify to enjoy certain treaty benefits.

Under the EIT Law and its implementation rules, the profits of a foreign-invested enterprise generated through operations, which are distributed to its immediate holding company outside the PRC, will be subject to a withholding tax rate of 10%. Pursuant to the Double Tax Avoidance Arrangement, a withholding tax rate of 10% may be lowered to 5% if the enterprise in mainland China is at least 25% held by a Hong Kong enterprise for at least 12 consecutive months prior to distribution of the dividends and is determined by the relevant PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement and other applicable PRC laws.

However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or the “SAT Circular 81,” which became effective on February 20, 2009, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. According to the Circular on Several Issues regarding the “Beneficial Owner” in Tax Treaties, which became effective as of April 1, 2018, when determining an applicant’s status as the “beneficial owner” regarding tax treatments in connection with dividends, interests, or royalties in the tax treaties, several factors will be taken into account. Such factors include whether the business operated by the applicant constitutes actual business activities, and whether the counterparty country or region to the tax treaties does not levy any tax, grant tax exemption on relevant incomes, or levy tax at an extremely low rate. This circular further requires any applicant who intends to be proved of being the “beneficial owner” to file relevant documents with the relevant tax authorities. Our PRC Subsidiaries are owned by Gamehaus HK. However, we cannot assure you that our determination regarding our qualification to enjoy the preferential tax treatment will not be challenged by the relevant PRC tax authority or we will be able to complete the necessary filings with the relevant PRC tax authority and enjoy the preferential withholding tax rate of 5% under the Double Tax Avoidance Arrangement with respect to dividends to be paid by our Chongqing Haohan and Shanghai Kuangre to Gamehaus HK, in which case, we would be subject to the higher withdrawing tax rate of 10% on dividends received.

In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, there is no assurance that we will be able to complete the necessary government registrations or obtain the necessary government approvals or filings on a timely basis, if at all, with respect to future loans by us to our PRC Subsidiaries or with respect to future capital contributions by us to our PRC Subsidiaries. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds from the Business Combination and to capitalize or otherwise fund our PRC operations may be negatively affected, which could adversely affect liquidity of its operations in the PRC and our ability to fund and expand our business.

Some of our subsidiaries are subject to various evolving Hong Kong laws and regulations regarding data security or antimonopoly, which could subject them to government enforcement actions and investigations, fines, penalties, and suspension or disruption of their operations.

Our Hong Kong subsidiaries, including Gamehaus HK, Gamepromo, and Dataverse (as defined below), operate in Hong Kong and are thus subject to laws and regulations in Hong Kong in respect of data privacy, data security, and data protection. The main legislation in Hong Kong concerning data security is the PDPO, which regulates the collection, usage, storage, and transfer of personal data and imposes a statutory duty on data users to comply with the six data protection principles contained therein. Pursuant to section 33 of the PDPO, the PDPO is applicable to the collection and processing of personal data if such activities take place in Hong Kong, or if the personal data is collected by a data user whose principal place of business is in Hong Kong. As of the date of this prospectus, we confirm that our Hong Kong subsidiaries have complied with the laws and requirements in respect of data security in Hong Kong. Our directors confirm that: (i) each of our directors and its Hong Kong subsidiaries has not been involved in any litigation or regulatory action relating to breach of the PDPO; and (ii) they are not aware of any non-compliance incidents relating to breach of the PDPO since the date of incorporation of our Hong Kong subsidiaries. Since the majority of our users are located in Europe and North America and the majority of our revenue was derived from European and North American markets, and since our Hong Kong subsidiaries do not directly engage in data collection or processing activities in Hong Kong, we believe that the incumbent data security statutory requirements under Hong Kong laws do not materially affect their business. However, the laws on cybersecurity and data privacy are constantly evolving and can be subject to varying interpretations, resulting in uncertainties about the scope of our responsibilities in that regard. Failure to comply with the cybersecurity and data privacy requirements in a timely manner, or at all, may subject us or our Hong Kong subsidiaries to consequences, including, but not limited to, government enforcement actions and investigations, fines, penalties, and suspension or disruption of our Hong Kong subsidiaries’ operations.

The Competition Ordinance (Cap. 619 of the Laws of Hong Kong) prohibits and deters undertakings in all sectors from adopting anti-competitive conduct which has the object or effect of preventing, restricting, or distorting competition in Hong Kong. It provides for general prohibitions in three major areas of anti-competitive conduct described as the first conduct rule, the second conduct rule, and the merger rule. The first conduct rule prohibits undertakings from making or giving effect to agreements or decisions or engaging in concerted practices that have as their object or effect the prevention, restriction, or distortion of competition in Hong Kong. The second conduct rule prohibits undertakings that have a substantial degree of market power in a market from engaging in conduct that has as its object or effect the prevention, restriction, or distortion of competition in Hong Kong. The merger rule prohibits mergers that have or are likely to have the effect of substantially lessening competition in Hong Kong. The scope of application of the merger rule is limited to carrier licenses issued under the Telecommunications Ordinance (Cap. 106 of the Laws of Hong Kong). As of the date of this prospectus, we and our Hong Kong subsidiaries have complied with all three areas of anti-competition laws and requirements in Hong Kong. Our Hong Kong subsidiaries have not engaged in any concerted practices that have an object or effect to prevent, restrict, or distort competition in Hong Kong. Additionally, neither we nor our Hong Kong subsidiaries possess a substantial degree of market power in the Hong Kong market that could trigger the second conduct rule. The merger rule is equally not applicable to us or our Hong Kong subsidiaries since neither we nor our Hong Kong subsidiaries hold any carrier license issued under the Telecommunications Ordinance.

Accordingly, as confirmed by our Hong Kong counsel, Jun He Law Offices, the data security or antimonopoly laws and regulations in Hong Kong do not restrict our ability to accept foreign investment or impose limitation on its ability to continuously list on any U.S. stock exchange under Hong Kong laws and regulations.

Increases in labor costs may adversely affect our business and profitability.

The average wage level for our employees has also increased in recent years. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to pass on these increased labor costs to our customers by increasing prices for our products or services, our profitability and results of operations may be materially and adversely affected.

There is no assurance that the employment practices of our subsidiaries do not and will not violate labor-related laws and regulations, which may subject our PRC Subsidiaries to labor disputes or government investigations. If any of our subsidiaries are deemed to have violated relevant labor laws and regulations, they could be required to provide additional compensation to their employees and their business, and, in such case, our financial condition, and results of operations could be materially and adversely affected.

Our PRC Subsidiaries have not made adequate social insurance and housing fund contributions for all employees as required by PRC regulations, which may subject them to penalties.

According to the PRC Social Insurance Law and the Administrative Regulations on the Housing Funds, companies operating in China are required to participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance, maternity insurance (collectively known as “social insurance”), and housing funds plans, and the employers must pay all or a portion of the social insurance premiums and housing funds for their employees. For more details, please see “Business—Governmental Regulations—Regulations Relating to Labor and Social Insurance.”

Our PRC Subsidiaries have not made adequate social insurance and housing fund contributions for all employees, and they may be required to make up for the shortfall in the social insurance contributions as well as to pay late fees at the rate of 0.05% per day of the outstanding amount from the due date. If they fail to make up for the shortfalls within the prescribed time limit, the relevant administrative authorities will impose a fine of one to three times the outstanding amount upon them. With respect to housing fund plans, our PRC Subsidiaries may be required to pay and/or deposit housing funds in full and on time within the prescribed time limit. If they fail to do so, relevant authorities could impose a fine of not less than RMB10,000 nor more than RMB50,000 and file applications to competent courts for compulsory enforcement of payment and deposit. We have not made accruals for the expected amounts owed, including late fees and fines that may be imposed by the relevant local government authorities in the financial statements. Our PRC Subsidiaries have paid social insurance and housing fund for several employees through a third-party agency. Since the third-party agency is not the factual employer of these employees, our PRC Subsidiaries may be required to pay the social insurance and housing fund again for these employees by themselves and compensate the employees for their loss arising from our failure to paying the social insurance and housing fund by themselves. There are a number of policies providing that local governmental authorities shall act carefully to avoid burdensome measures over the small- and medium-size entities. For example, pursuant to the Emergency Notice on Practicing Principles of the State Council Executive Meeting and Stabilizing Work on Collecting Social Insurance Premiums, promulgated by the Ministry of Human Resources and Social Security on September 21, 2018, local authorities are prohibited from recovering the unpaid social insurance premiums from enterprises without permission in a centralized manner. Although neither of our PRC Subsidiaries have received any inquiry, notice, warning, or sanctions regarding such late fees or fines, the interpretation and implementation of labor-related laws and regulations are still constantly evolving which may be further amended from time to time. If the relevant PRC authorities determine that any of our PRC Subsidiaries shall make supplemental social insurance and housing fund contributions or that they are subject to fines and legal sanctions in relation to their failure to make social insurance and housing fund contributions in full for their employees, their business, financial condition, and results of operations may be adversely affected.

Our PRC Subsidiaries have not completed lease registration with relevant PRC government authorities for the properties leased in the PRC, which may expose them to potential fines.

Under PRC laws, all lease agreements are required to be registered with the local land and real estate administration bureau. Although failure to do so does not in itself invalidate the leases, the leases may not be able to defend these leases against bona fide third parties and may also be exposed to potential fines if they fail to rectify such non-compliance within the prescribed time frame after receiving notice from the relevant PRC government authorities.

The penalty ranges from RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant authority. As of the date of this prospectus, the lease agreements of our PRC Subsidiaries have not been registered with relevant governmental authorities. In the event that any fine is imposed on our PRC Subsidiaries for their failure to register their lease agreements, our PRC Subsidiaries may not be able to recover such losses from the lessors. However, as the fines, if any, will be minor, the business and financial results of our PRC Subsidiaries will not be materially affected.

We may be required to register our business premises outside of our registered residence addresses as branch offices under PRC law.

Under PRC law, a company doing business at a fixed venue outside its registered residence address is required to register with the local branch of the SAMR where the business premise is located, and to set up a branch office and obtain required business licenses. Shanghai Kuangre, one of our PRC Subsidiaries, leases office and carries out business activities in Xi’an City, but it has not been able to complete the registration and establish a branch office in Xi’an City. If relevant PRC regulatory authorities determine that we are in violation of the relevant laws and regulations, Shanghai Kuangre may be subject to penalties, including fines, confiscation of income, and suspension of operation, and the business, results of operations, and financial condition could thus be adversely affected.

Risks Related to Our Business

If the Operating Subsidiaries fail to screen, test, and publish popular, high-quality mobile games in a timely and successful manner, the Operating Subsidiaries will not be able to compete effectively and their ability to generate revenue will suffer.

The Operating Subsidiaries operate in a highly competitive, quickly changing environment, and player preferences for mobile games are difficult to predict. As the Operating Subsidiaries derive revenue from the profits generated by the games they publish, the future success depends not only on the popularity of the Operating Subsidiaries’ existing mobile games, but also on their ability to screen, test, and publish new high-quality mobile games and expand game portfolio with games in a variety of genres that are in line with market trends and to successfully monetize such games.

By leveraging industry expertise and data-driven insight, the Operating Subsidiaries decide which games to publish by assessing their expected revenue and profits based on lifetime value (“LTV”) prediction. See “Business—Services—Screening and Testing.” However, screening and testing mobile games for success potential can be challenging and requires high levels of data analytics skills, a deep understanding of the mobile gaming industry in the regions where the Operating Subsidiaries’ games are published, and an ability to anticipate and effectively respond to constantly evolving interests and preferences of game players in a timely manner. There is no assurance the Operating Subsidiaries will be able to consistently identify games with substantial success potential, and the number of qualified games passing screening and testing may not be sufficient to meet the goals. Further, each of where the Operating Subsidiaries’ new games takes a long period of time for their developer partners to develop and for where the Operating Subsidiaries to test, screen, and optimize their marketing and distribution, and it often requires a long ramp-up period for players to become familiar with newly published mobile games. As a result, even with the industry expertise and data-driven insights in testing and screening mobile games, and despite where the Operating Subsidiaries’ efforts to optimize marketing and distribution of mobile games through quality ad channels, there remains a possibility that published games may not appeal to players. In the event that occurs, the business, financial condition, and results of operations will be negatively impacted because the Operating Subsidiaries may not be able to compete effectively and their ability to generate revenue could suffer.

In addition, the Operating Subsidiaries are not able to predict if or when the Operating Subsidiaries will commercially launch additional new games and the pace at which the Operating Subsidiaries’ new games will penetrate the mobile game market, if at all. A number of factors, including technical difficulties, lack of competitive new games, and lack of personnel and other resources, could result in delayed launching of the Operating Subsidiaries’ new games or the cancellation of the development of pipeline games. Any delays in product releases or problems arising following the commercial release of one or more new mobile games, such as programming errors, or “bugs,” could also negatively impact our business and reputation and could cause our results of operations to be materially different from expectations. We believe that expectations of players regarding the quality, performance, and integrity of our mobile games and services are high, and if any of these issues occur, players may stop playing our mobile games and may be less likely to return to such games as often in the future, which may negatively impact the business, financial condition, and results of operations.

Our business will suffer if the Operating Subsidiaries are unable to successfully monetize “free-to-play” games.

Our business depends on publishing and continuing to service “free-to-play” games that players will download and spend time and money playing. The Operating Subsidiaries are focused on mobile gaming, and offer our games on mobile devices, including smartphones and tablets on Apple’s iOS and Google’s Android operating systems. The Operating Subsidiaries have devoted, and the Operating Subsidiaries expect to continue to devote, substantial resources to the research, analytics, and marketing of our games. Our development and marketing efforts are focused on improving the experience of our existing games (frequently through new content and feature releases), publishing new games, and successfully monetizing our games. The Operating Subsidiaries generate revenue primarily through the sale of in-game virtual items and advertising. For games distributed through third-party platforms, the Operating Subsidiaries are required to share a portion of the proceeds from in-game sales with the platform providers. Due to our focus on mobile gaming, these costs are expected to remain a significant operating expense. In order to be profitable, the Operating Subsidiaries need to generate sufficient revenue and bookings from our existing and new game offerings to offset our ongoing development, marketing, and operating costs.

Successfully monetizing “free-to-play” games is difficult and requires that the Operating Subsidiaries deliver valuable and entertaining player experiences that a sufficient number of players will pay for or that the Operating Subsidiaries are able to otherwise sufficiently monetize the games. The success of the Operating Subsidiaries’ games depends, in part, on unpredictable and volatile factors beyond their control, including consumer preferences, competing games, new mobile platforms, and the availability of other entertainment experiences.

In addition, the Operating Subsidiaries’ ability to publish games for mobile platforms and their ability to achieve commercial success will depend on their ability to:

The Operating Subsidiaries rely on developer partners for game development, and if such third parties, or critical staff of such third parties, are unable or unwilling to continue their cooperation with the Operating Subsidiaries, our business may be severely disrupted.

The business model the Operating Subsidiaries have implemented allows them to work cost-effectively with their developer partners. The Operating Subsidiaries rely on small- and medium-sized game developer partners for game design and development, while their primary focus is to enable them to maintain competitiveness in the global gaming market by offering a comprehensive package of services related to game development, screening and pre-publication testing, user acquisition, and monetization. However, as these games are largely developed by the game development teams with which the Operating Subsidiaries collaborate, the Operating Subsidiaries’ engagement with those teams may expose them to risks beyond the Operating Subsidiaries’ control. Although the Operating Subsidiaries typically enter into exclusive game license agreements with them when their game products show high profitability during the screening and selection process, there is no assurance that the Operating Subsidiaries will continue to maintain the cooperation with them at the same level, or at all. Such third-party developer partners are subject to their own unique operational and financial risks, which are beyond the Operating Subsidiaries’ control. If such third-party developer partners fail to function properly or breach or terminate their cooperation with the Operating Subsidiaries, the Operating Subsidiaries will be required to secure sufficient substitute developer partners to maintain the game publishing business. If the Operating Subsidiaries are unable to do so in a timely and cost-effective manner, our business, financial condition, and results of operations may be adversely affected.

The value of the virtual items is highly dependent on how the Operating Subsidiaries manage the economies in the games. If the Operating Subsidiaries fail to manage their game economies properly, our business may suffer.

Paying players make purchases in the Operating Subsidiaries’ games because of the perceived value of these virtual items, which is dependent on the relative ease of obtaining an equivalent good by playing the game. The perceived value of these virtual items can be impacted by various actions that the Operating Subsidiaries take in the games, including offering discounts for virtual items, giving away virtual items in promotions, or providing easier non-paid means to secure these goods. Managing game economies is difficult, and relies on the Operating Subsidiaries’ assumptions and judgment. If the Operating Subsidiaries fail to manage their virtual economies properly or fail to promptly and successfully respond to any such disruption, their reputation may suffer and their players may be less likely to play their games and purchase virtual items from the Operating Subsidiaries in the future, which would cause our business, financial condition, and results of operations to suffer.

If the Operating Subsidiaries do not successfully invest in, establish, and maintain awareness of the Operating Subsidiaries’ brand and games, if the Operating Subsidiaries incur excessive expenses promoting and maintaining the brand or the games, or if their games contain defects or objectionable content, our business, financial condition, results of operations, or reputation could be harmed.

The Operating Subsidiaries believe that establishing and maintaining the brand is critical to maintaining and creating favorable relationships with players, platform providers, and advertisers, as well as competing for key talent. Increasing awareness of the Operating Subsidiaries’ brand and recognition of their games is particularly important in connection with the development of relationships with game developers and successful cross-promotion of the Operating Subsidiaries’ games. In addition, recognition of the games requires significant investment and extensive management time to execute successfully. Although the Operating Subsidiaries make significant sales and marketing expenditures in connection with the launch of their games, these efforts may not succeed in increasing awareness of the Operating Subsidiaries’ brand or the new games. If the Operating Subsidiaries fail to increase and maintain brand awareness and consumer recognition of our games, the Operating Subsidiaries’ potential revenue could be limited, the costs could increase, and our business, financial condition, results of operations, or reputation could suffer.

In addition, if a game contains objectionable content or the messaging functionality of the Operating Subsidiaries’ games is abused, the Operating Subsidiaries could experience damage to the reputation and brand. Despite reasonable precautions, some consumers may be offended by certain game content or the third-party advertisements displayed in the Operating Subsidiaries’ games. If players believe that a game the Operating Subsidiaries published or a third-party advertisement displayed in a game contains objectionable content, it could harm the brand and players could refuse to play it and could pressure the platform providers to remove the game from their platforms. For example, the Operating Subsidiaries rely on third-party advertising partners to display advertisements within our games and may experience instances where offensive or objectionable content is displayed in our games through our advertising partners, which could harm our reputation and player experience. Furthermore, steps that the Operating Subsidiaries may take in response to such instances, such as temporarily or permanently shutting off access of such advertising partner to our network, may negatively impact our revenue in such period.

If the Operating Subsidiaries are able to develop new games and features that achieve success, it is possible that these games and features could divert players of the other games without growing the Operating Subsidiaries’ overall user base, which could harm operating results.

Although it is important to our future success that the Operating Subsidiaries develop new games and features that are popular with players, it is possible that new games and features may reduce the amount of time players spend with their other games. In particular, the Operating Subsidiaries plan to continue leveraging the existing games to cross-promote new games and features, which may encourage players of existing games to divert some of their playing time and discretionary spending away from the Operating Subsidiaries’ existing games. If new games and game features do not grow the player base, increase the overall amount of time the Operating Subsidiaries’ players spend with the games, or generate sufficient new bookings to offset any declines from their other games, the Operating Subsidiaries’ revenue and bookings could be adversely affected.

The Operating Subsidiaries’ failure to anticipate or successfully implement new technologies could render their game publishing support services uncompetitive and reduce the Operating Subsidiaries’ revenue and market share.

The Operating Subsidiaries utilize sophisticated data-driven technologies to empower game developers through the full life cycle of game development and distribution. See “Business—Competitive Strengths—Sophisticated Technology Systems and Platforms with Data Expertise that Empower Game Publishing.” As of the date of this prospectus, the Operating Subsidiaries have registered 61 software copyrights in the PRC and have designed and developed a wide spectrum of technology and analytics infrastructure. Nonetheless, the mobile gaming industry is characterized by rapid technological advancement, frequent launches of new games, changes in player needs and behavior, disruption by innovative entrants, and evolving business models and industry standards. This requires us to anticipate well in advance, which technologies the Operating Subsidiaries must implement and take advantage of to make the Operating Subsidiaries’ mobile games competitive in the market. As such, the Operating Subsidiaries need to continue to invest significant financial resources in research and development to keep pace with technological advances in order to make the Operating Subsidiaries’ technologies, such as the AIGC service platform, business publishing predictive tool, and intelligent advertising management system, competitive in the market. However, development activities are inherently uncertain, and the Operating Subsidiaries’ expenditures on research and development may not generate commensurate benefits. Given the fast pace with which mobile games technology has been and will continue to be developed, the Operating Subsidiaries may not be able to timely upgrade the Operating Subsidiaries’ data analytics and AI-based technologies, or the algorithm or engines required thereby in an efficient and cost-effective manner, or at all. New technologies in the industry could render the technologies and publishing support services that the Operating Subsidiaries are developing or expect to develop in the future obsolete or uncompetitive, thereby potentially resulting in a decline in the Operating Subsidiaries’ revenue and market share.

If the Operating Subsidiaries are unable to continue to extend the life of existing mobile games that will encourage continued player engagement through the addition of new features or functionalities, our business may be negatively impacted.

To prolong the lifespan of the mobile games, the Operating Subsidiaries need to cooperate with game developers to continually improve and update those games on a timely basis with new features and functionalities that appeal to existing game players, attract new game players, and improve overall player loyalty to such games. As a result, the Operating Subsidiaries have devoted, and expect to continue to devote, significant resources to maintain and raise the popularity of the Operating Subsidiaries’ mobile games through the release of new versions and/or expansion packs on a periodic basis. Developing successful updates and expansion packs for the existing games depends on the Operating Subsidiaries’ ability to anticipate market trends in the mobile gaming industry. The Operating Subsidiaries must also collect and analyze player behavior data and feedback from the Operating Subsidiaries’ online community in a timely manner and utilize this information to effectively incorporate features into the updates and expansion packs to improve the variety and attractiveness of the Operating Subsidiaries’ gameplay and any virtual items sold within the games. There is no assurance that the introduction, change, or removal of any game feature will be well received by the Operating Subsidiaries’ game players, who may decide to reduce or eliminate their playing time in response to any such introduction, change, or removal. Consequently, any unsuccessful introduction, change, or removal of game features may adversely impact our business, financial condition, and results of operations. The Operating Subsidiaries are unable to predict whether these activities will be successful or adversely affect the profitability given the significant resources required. Moreover, because of the rapidly evolving nature of the global mobile games market, the Operating Subsidiaries cannot estimate the total life cycle of any of the Operating Subsidiaries’ mobile games, and changes in players’ tastes for mobile games could alter the life cycle of each version or upgrade or even cause their players to stop playing games altogether.

The Operating Subsidiaries are in the highly competitive mobile gaming industry, and the Operating Subsidiaries may not be able to compete successfully against existing or new competitors, which could reduce the Operating Subsidiaries’ market share and adversely affect the competitive position and financial performance.

The mobile gaming industry worldwide is competitive and rapidly evolving, with new companies increasingly joining the competition in recent years. Games and business models in the industry are constantly evolving to adapt new technologies, increase cost efficiency, and meet players’ preferences. The Operating Subsidiaries compete for leisure time, attention, and discretionary spending of players versus other forms of offline and online entertainment, including social media, reading, and other video games on the basis of a number of factors, including the quality of player experience, breadth and depth of gameplay, and access to effective distribution channels. As of the date of this prospectus, we believe that the Operating Subsidiaries are well-positioned to effectively compete in the mobile gaming industry primarily due to (i) scalable business model that enables them to work with more developer partners on a cost-effective basis; (ii) connection to experienced and efficient Chinese game developers; and (iii) data-driven technology-enabled user acquisition and monetization strategies. See “Business—Competition.” Nonetheless, with the growth of overseas warehousing services, competition can be increasingly intensive and is expected to increase significantly in the future. The increased competition may lead to increased costs for player acquisition and retention, which may result in reduced margins and a loss of market share for the Operating Subsidiaries. The Operating Subsidiaries compete with other competitors on the following bases:

The Operating Subsidiaries’ competitors may operate with different business models, have different service structures, and may ultimately prove to be more successful or more adaptable to new regulatory, technological, and other developments. They may in the future achieve greater market acceptance and recognition and gain a greater market share. It is also possible that potential competitors may emerge and acquire a significant market share. If existing or potential competitors develop or offer services that provide significant performance, price, creative optimization, or other advantages over those offered by our Operating Subsidiaries, our business, results of operations, and financial condition could be negatively affected. The existing and potential competitors may enjoy competitive advantages over the Operating Subsidiaries, such as longer operating history, greater brand recognition, larger customer base, and better value-added services. The Operating Subsidiaries may lose game players if the Operating Subsidiaries fail to compete successfully, which could adversely affect our financial performance and business prospects. The Operating Subsidiaries cannot guarantee that the strategies will remain competitive or successful in the future. Increasing competition may result in pricing pressure and loss of the market share, either of which could have a material adverse effect on our financial condition and results of operations.

The Operating Subsidiaries’ business relies on certain third-party services that are critical to our business, which exposes them to various risks that may materially and adversely affect the reputation, business, financial condition, and results of operations.

The Operating Subsidiaries rely on third-party suppliers and service providers to provide services that are critical to our businesses, such as online cloud services, advertising services, and data support services, among others. The Operating Subsidiaries have limited control over the operations of such third parties and any significant interruption in their operations may have an adverse impact on our operations. For example, the Operating Subsidiaries rely on the capacity, reliability, and security of third-party cloud services, including Amazon Cloud, Google Cloud, and Microsoft Cloud, to process, transmit, and store critical information and support our operations. The systems of third-party providers may experience material interruptions or failures due to a variety of events beyond the Operating Subsidiaries’ control, including, without limitation, natural disasters, telecommunications failures, employee or customer errors or misuse, targeted attacks, unauthorized access, fraud, computer viruses, denial of service attacks, terrorism, firewall or encryption failures, and other security problems. If any of such systems do not operate properly, are compromised, or are disabled, the Operating Subsidiaries may suffer adverse impact on the Operating Subsidiaries’ operations. Furthermore, the Operating Subsidiaries rely on third-party advertising services to promote and market mobile games to users. If the Operating Subsidiaries’ relationship with these advertisement service providers deteriorates or is interrupted for any reason, these providers may suspend or terminate their services to the Operating Subsidiaries. If such event occurs, the Operating Subsidiaries’ prospective users may not have access or find an alternative way to access the mobile games, which may adversely affect our operation and financial results. There is no assurance that the Operating Subsidiaries will be able to maintain their partnership with the third-party service providers at the same level, or at all. If any such third-party service provider breaches its obligations under the contractual arrangements to provide relevant service to the Operating Subsidiaries, or revert payment to the Operating Subsidiaries for products provided and services rendered, or refuses to renew these service agreements on terms acceptable to the Operating Subsidiaries’, the Operating Subsidiaries may not be able to find a suitable alternative service provider. Similarly, any failure of or significant quality deterioration in such service provider’s service platform or system could materially and adversely affect our business, financial condition, and results of operations.

The Operating Subsidiaries’ business relies on a few significant suppliers that account for more than 10% of their total purchases. Any interruption in operations in such significant suppliers may have a materially adverse effect on our business, financial condition, and results of operations.

The Operating Subsidiaries rely on a few suppliers that account for more than 10% of their total purchases, with whom the Operating Subsidiaries collaborate to advertise game apps through their own or cooperative ad distribution channels. For the nine months ended March 31, 2025, the Operating Subsidiaries had two significant suppliers, Sinointeractive Digital Marketing Co., Ltd. (“Sinointeractive”) and AppLovin Corporation (“AppLovin”), which accounted for 20.5% and 15.1% of their total accounts payable balance, respectively. For the fiscal year ended June 30, 2024, the Operating Subsidiaries had three significant suppliers, Sinointeractive, Moloco Corporation (“Moloco”), and AppLovin, which accounted for 11.7%, 10.7%, and 10.2% of their total accounts payable balance, respectively. For the fiscal year ended June 30, 2023, the Operating Subsidiaries had three significant suppliers, AppLovin, Moloco, and Sinointeractive, which accounted for 18.5%, 14.8%, and 12.5% of their total accounts payable balance, respectively. No other suppliers accounted for more than 10% of the Operating Subsidiaries’ total purchases during the nine months ended March 31, 2025 and the fiscal years ended June 30, 2024 and 2023. As an example of a typical transaction, in accordance with a service agreement dated May 27, 2019 between AppLovin and Dataverse, one of the Operating Subsidiaries, AppLovin is required to provide advertising services to distribute Dataverse’s mobile applications (namely, mobile games) to end users, and provide Dataverse with access to AppLovin’s online reporting system and invoice Dataverse based on the numbers in the reporting system. Pursuant to the agreement, Dataverse is obligated to pay services based on invoice numbers, which are considered final and billable two days after the end of each month. Either party may terminate the agreement for any reason by providing written notice, which may be provided by email to any of the contacts listed the agreement, two days prior to the desired termination date. In the event of termination of the agreement, Dataverse is required to pay AppLovin any amounts owed or invoiced within 30 days of invoice. In view of the above, there is no guarantee that we will not have a concentration of suppliers in the future. Such third-party suppliers are independent entities with their own operational and financial risks that are beyond our control. If any of these suppliers breach or terminate their contracts with the Operating Subsidiaries, or experience significant disruptions to their operations, the Operating Subsidiaries will be required to find and enter into contracts with one or more replacement suppliers. It could be costly and time-consuming to find alternative suppliers, and these suppliers may not be available to the Operating Subsidiaries at reasonable terms or at all. As a result, this could harm our business and financial results and result in lost or deferred revenue.

The Operating Subsidiaries rely on assumptions and estimates to calculate certain of their key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect the Operating Subsidiaries’ business.

Certain of key metrics, such as the Average Daily Active Users (“DAU”), Average Monthly Active Users (“MAU”), Average Daily Paying Users (“DPU”), Average Monthly Paying Users (“MPU”), Average Revenue Per Daily Active User (“RPDAU”), Average Monthly and Daily Payer Conversion Rate (“MPCR” and “DPCR”), and Average Day Seven Retention Rate (“Average 7D Retention Rate”) and other similar user metrics, are calculated using data tracked by the Operating Subsidiaries’ internal analytics systems based on tracking activity of user accounts. The analytics systems and the resulting data have not been independently verified. While these numbers are based on what we believe to be reasonable calculations for the applicable period of measurement, there are inherent challenges in measuring usage and user engagement across the user base, and factors relating to user activity and systems may impact these numbers. In addition, the Operating Subsidiaries rely on the accuracy and transparency of data provided by individuals and reported by third parties to calculate the metrics and eliminate duplication of data.

The Operating Subsidiaries’ advertisers rely on the key metrics as a representation of their performance. The Operating Subsidiaries regularly review and may adjust the processes for calculating the internal metrics to improve their accuracy. If the Operating Subsidiaries determine that they can no longer calculate any of the key metrics with a sufficient degree of accuracy and if the Operating Subsidiaries cannot find an adequate replacement for the metric, the business, financial condition, or results of operations may be harmed. In addition, if advertisers and platform partners do not perceive the user metrics to be accurate representations of the user base or user engagement, or if the Operating Subsidiaries discover material inaccuracies in the user metrics, our reputation may be harmed and advertisers and platform partners may be less willing to allocate their budgets or resources to the Operating Subsidiaries’ game products, which could negatively affect our business, financial condition, or results of operations.

If the use of mobile devices as game platforms and the proliferation of mobile devices generally do not increase, the Operating Subsidiaries’ business could be adversely affected.

The number of people using mobile Internet-enabled devices has increased dramatically over time and the Operating Subsidiaries expect this trend to continue. However, the mobile market, particularly the market for mobile games, may not grow in the way the Operating Subsidiaries anticipate. Our future success is substantially dependent upon the continued growth of the market for mobile games. In addition, the Operating Subsidiaries do not currently offer their games on all mobile devices. If the mobile devices on which their games are available decline in popularity or become obsolete faster than anticipated, the Operating Subsidiaries may experience a decline in revenue and bookings and may not achieve the anticipated return on their development efforts. Any such declines in the growth of the mobile market or in the use of mobile devices for games could harm our business, financial condition, or results of operations.

The Operating Subsidiaries’ business generates and processes a large amount of data, and it is required to comply with laws and regulations in multiple jurisdictions relating to data privacy and security. The improper use or disclosure of data could have a material and adverse effect on the Operating Subsidiaries’ business and prospects.

As of the date of this prospectus, the Operating Subsidiaries have collected, processed, transmitted, and stored user data, including, in and across multiple jurisdictions during the course of business. The data the Operating Subsidiaries collect includes users’ email addresses, geographical location, device information, and their preferences in games. These are common data collected for the type of business the Operating Subsidiaries are engaged in.

As a result of our global operations, the Operating Subsidiaries may be subject to a variety of laws and regulations in various jurisdictions where the Operating Subsidiaries operate, as well as contractual obligations, regarding data privacy, protection, and security. Some of these laws and regulations require obtaining data subjects’ consent to the collection and use of their data, honoring data subjects’ requests to delete their data or limit the processing of their data, providing notifications in the event of a data breach, and setting up the proper legal mechanisms for cross-border data transfers. Some users may refuse to provide consent to have their data collected or may restrict the use of such data. In many cases, these laws and regulations apply not only to the collection and processing of data from third parties with whom the Operating Subsidiaries do not have any contractual relationship, but also to the sharing or transfer of information between or among us, our subsidiaries, and other third parties with which the Operating Subsidiaries have commercial relationships, such as the business partners. The regulatory framework for data privacy, protection, and security worldwide is continuously evolving and developing and, as a result, interpretation and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.

The legislative and regulatory landscapes for data privacy and security continue to evolve in jurisdictions worldwide, with an increasing focus on privacy and data protection issues with the potential to affect our business. In the United States, such privacy and data security laws and regulations include federal laws and regulations like the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CANPAM Act”), the Telephone Consumer Protection Act, the Do-Not-Call Implementation Act, and rules and regulations promulgated under the authority of the Federal Trade Commission as well as state laws like the California Consumer Privacy Act (“CCPA”) and the varying data breach notification laws that have been enacted in all 50 U.S. states and the District of Columbia. The CCPA, which is substantially similar to legislation passed in 12 other U.S. states, provides individual privacy rights for California residents and places increased data privacy and security obligations on entities handling certain personal information of California residents and households. Among other things, the CCPA expands rights related to such individual’s personal information, including the right to access and require correction or deletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is collected, used, and shared by the covered business. Further, the CCPA imposes obligations related to data minimization and places limitations on the sharing of personal information for cross-context behavioral advertising and on the use of “sensitive” personal information The CCPA provides for civil penalties for violations, as well as a private right of action and statutory damages for security breaches that may increase security breach litigation, and a designated state agency, the California Privacy Protection Agency, is tasked with implementing and enforcing the law and imposing administrative fines. The effects of the CCPA and similar laws are significant and could require us to modify the Operating Subsidiaries’ data collection or processing practices and policies, incur substantial costs and expenses in an effort to comply, alter the strategies and the availability of previously useful data, and could result in changes in business practices and policies. Additionally, while such U.S. state legislation is substantially similar, there are numerous various between the laws that may add complexity and require additional investment in resources to compliance programs.

Many of the other jurisdictions where the Operating Subsidiaries’ games are published, including the EU, also have restrictive laws and regulations dealing with the processing of personal information. In addition to regulating the processing of personal information within the relevant jurisdictions, these legal requirements often also apply to the processing of personal information outside these jurisdictions, where there is some specified link to the relevant jurisdiction. For example, the European Union’s Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “General Data Protection Regulation” or “GDPR”) became effective in May 2018, imposes strict requirements on controllers and processors of personal data in the European Economic Area (“EEA”), including, for example, higher standards for obtaining consent from individuals to process their personal data, more robust disclosures to individuals, implementing safeguards to protect the security and confidentiality of personal data, providing notification of data breaches, taking certain measures when engaging third-party processors and greater control for data subjects (including the “right to be forgotten” and data portability). The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the GDPR. The GDPR increased the Operating Subsidiaries’ responsibility and liability in relation to personal data that the Operating Subsidiaries process where such processing is subject to the GDPR, and the Operating Subsidiaries may be required to put in place additional mechanisms to ensure compliance with the GDPR, including as implemented by individual countries. Compliance with the GDPR will be a rigorous and time-intensive process that may increase the cost of doing business or require us to change the business practices, and despite those efforts, there is a risk that the Operating Subsidiaries may be subject to fines and penalties, litigation, and reputational harm in connection with the Operating Subsidiaries’ European activities. Failure to comply with the requirements of GDPR may result in significant fines of up to €20,000,000 or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, and other administrative penalties. The GDPR also regulates cross-border transfers of personal data and requires transferee countries to have protections equivalent to protections available in the EEA. Unless the destination country is an adequate country (as recognized by the European Commission), the Operating Subsidiaries will be required to incorporate a GDPR transfer mechanism (such as the European Commission approved standard contractual clauses (“SCCs”)) into the Operating Subsidiaries’ agreements with third parties to govern transfers of personal data outside the EEA. The new SCCs may also impact our business as companies based in the EEA may be reluctant to utilize the new clauses to legitimize transfers of personal data to third countries given the burdensome requirements of transfer impact assessments and the substantial obligations that the new SCCs impose upon exporters.

The United Kingdom operates a separate but similar regime to the EU with which the Operating Subsidiaries will have to comply and that allows for fines of up to the greater of £17.5 million or 4% of the total worldwide annual turnover of the preceding financial year. Further, from January 1, 2021, the Operating Subsidiaries have been required to comply with the GDPR and also the United Kingdom GDPR (“UK GDPR”), which, together with the amended United Kingdom Data Protection Act 2018, retains the GDPR in the United Kingdom national law. Although the UK is regarded as a third country under the EU’s GDPR, the European Commission has now issued a decision recognizing the UK as providing adequate protection under the GDPR and, therefore, transfers of personal data originating in the EEA to the UK remain unrestricted. Like the GDPR, the UK GDPR restricts personal data transfers outside the UK to countries not regarded by the UK as providing adequate protection. It is not subject to the new forms of SCCs but has issued its own transfer mechanism—the UK international data transfer agreement—which, like the SCCs, requires exporters to carry out a transfer impact assessment. The UK government has confirmed that personal data transfers from the UK to the EEA remain free flowing. The UK Government has also now introduced a Data Protection and Digital Information Bill (or the UK Bill) into the UK legislative process with the intention for this bill to reform the UK’s data protection regime following Brexit. If passed, the final version of the UK Bill may have the effect of further altering the similarities between the UK and EU data protection regimes and threaten the UK Adequacy Decision from the EU Commission. This may lead to additional compliance costs and could increase our overall risk.

As the Operating Subsidiaries do not collect user data in the PRC, the Operating Subsidiaries are currently not subject to data privacy rules and regulations in the PRC. However, the Operating Subsidiaries expect that there will continue to be new proposed laws and regulations concerning data privacy and security in the PRC, and the Operating Subsidiaries cannot yet determine the impact that such future laws, regulations, and standards may have on its business.

Efforts to comply with these and other data privacy and security restrictions that may be enacted could require us to modify the Operating Subsidiaries’ data processing practices and policies and increase the cost of our operations. Failure to comply with such restrictions could subject our Operating Subsidiaries to criminal and civil sanctions and other penalties. In part due to the uncertainty of the legal climate, complying with regulations, and any applicable rules or guidance from regulatory authorities or self-regulatory organizations relating to privacy, data protection, information security, and consumer protection, may result in substantial costs and may necessitate changes to our business practices, which may compromise the growth strategy, adversely affect the ability to attract or retain players, and otherwise adversely affect our business, reputation, legal exposure, financial condition and results of operations. Our business, including the Operating Subsidiaries’ ability to operate and expand internationally, could be adversely affected if laws or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with our current business practices and that requires changes to these practices, the design of the Operating Subsidiaries’ games, features, or privacy policy.

Player interaction with the games is subject to the Operating Subsidiaries’ privacy policy and terms of service. If the Operating Subsidiaries fail to comply with the posted privacy policy or terms of service or if the Operating Subsidiaries fail to comply with existing privacy-related or data protection laws and regulations, it could result in complaints by data subjects or proceedings or litigation against the Operating Subsidiaries by governmental authorities or others, which could result in fines or judgments against the Operating Subsidiaries, damage our reputation, impact our financial condition, and harm our business. If regulators, the media, or consumers raise any concerns about the Operating Subsidiaries’ privacy and data protection or consumer protection practices, even if unfounded, this could also result in fines or judgments against the Operating Subsidiaries, damage our reputation, and negatively impact our financial condition and damage our business.

Additionally, if third parties the Operating Subsidiaries work with, such as the service providers or game developer partners, violate applicable laws, regulations, or agreements, such violations may put the Operating Subsidiaries’ users’ and/or employees’ data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims (including class action claims) or public statements against the Operating Subsidiaries by consumer advocacy groups or others and could result in significant liability, cause the Operating Subsidiaries’ players to lose trust in them and otherwise materially and adversely affect our reputation and business. Further, public scrutiny of, or complaints about, technology companies or their data handling or data protection practices, even if unrelated to our business, industry, or operations, may lead to increased scrutiny of technology companies, including the Operating Subsidiaries, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.

In addition, in some cases, the Operating Subsidiaries are dependent upon app distribution platform providers, such as Apple App Store and Google Play—to solicit, collect, and provide them with information regarding the Operating Subsidiaries’ games that is necessary for compliance with these various types of regulations. These platform providers may dictate rules, conduct, or technical features that do not properly comply with federal, state, local, and foreign laws, regulations, and regulatory codes and guidelines governing data privacy, data protection, and security, including with respect to the collection, storage, use, processing, transmission, sharing, and protection of personal information and other consumer data. In addition, these platforms may dictate rules, conduct, or technical features relating to the collection, storage, use, transmission, sharing, and protection of personal information and other consumer data, which may result in substantial costs and may necessitate changes to our business practices, which in turn may compromise our growth strategy, adversely affect the Operating Subsidiaries’ ability to attract, monetize or retain players, and otherwise adversely affect our business, reputation, legal exposures, financial condition and results of operations. Any failure or perceived failure by the Operating Subsidiaries, or by third parties the Operating Subsidiaries work with, such as the game developer partners, to comply with these platform-dictated rules, conduct, or technical features may result in platform-led investigations or enforcement actions, litigation, or public statements against the Operating Subsidiaries and/or the game developer partners, which in turn could result in significant liability or temporary or permanent suspension of the business activities with these platforms, cause the Operating Subsidiaries’ players to lose trust in them, and otherwise compromise the growth strategy, adversely affect the ability to attract, monetize or retain players, and otherwise adversely affect our business, reputation, legal exposures, financial condition and results of operations. See “— Non-compliance with rules, policies, and guidance established by app distribution platforms, either by the Operating Subsidiaries or third parties, including the Operating Subsidiaries’ game developer partners, could result in potential penalties and disruptions in their business, which may adversely affect our results of operations and financial performance.”

In the area of information security and data protection, many jurisdictions have passed laws that impose notification requirements when there is a security breach of personal data or that require the adoption of minimum information security standards that are often vaguely defined and difficult to implement. The Operating Subsidiaries’ security measures and standards may not be sufficient to protect personal information, and the Operating Subsidiaries cannot guarantee that the security measures will prevent security breaches. A security breach that compromises personal information could harm our reputation and result in a loss of player and/or employee confidence in the Operating Subsidiaries’ games and ultimately in a loss of players, which could adversely affect our business and impact our financial condition. A security breach could also involve loss or unavailability of business-critical data and could require us to spend significant resources to mitigate and repair the breach, which in turn could compromise growth and adversely affect the Operating Subsidiaries’ ability to attract, monetize, or retain players. These risks could also subject the Operating Subsidiaries to liability under applicable security breach-related laws and regulations and could result in additional compliance costs, costs related to regulatory inquiries and investigations, and an inability to conduct our business.

The Operating Subsidiaries’ business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing, and which could subject them to claims or otherwise harm our business.

The Operating Subsidiaries are subject to a variety of laws in the U.S. and abroad that affect the Operating Subsidiaries’ business, including state and federal laws regarding consumer protection, electronic marketing, protection of minors, data protection and privacy, intellectual property, export, and national security, which are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to the Operating Subsidiaries are often uncertain and may be conflicting, particularly laws outside the U.S. There is a risk that existing or future laws may be interpreted in a manner that is not consistent with our current practices and could have an adverse effect on our business. It is also likely that as our business grows and evolves and the Operating Subsidiaries’ games are played in a greater number of countries, the Operating Subsidiaries will become subject to laws and regulations in additional jurisdictions or other jurisdictions may claim that the Operating Subsidiaries are required to comply with their laws and regulations.

The Operating Subsidiaries are potentially subject to a number of foreign and domestic laws and regulations that affect the offering of certain types of content, such as that which depicts violence, many of which are ambiguous, still evolving, and could be interpreted in ways that could harm our business or expose the Operating Subsidiaries to liability. In addition, there are ongoing academic, political, and regulatory discussions in the U.S., Europe, Australia, Brazil, and other jurisdictions regarding whether certain game genres, such as social casino, or certain game mechanics, such as “loot boxes,” should be subject to a higher level or different type of regulation than other game genres or mechanics to protect consumers, in particular minors and persons susceptible to addiction, and, if so, what such regulation should include. For example, in 2018, a U.S. court determined that a class-action plaintiff was able to state a claim that an online social casino game operated by Big Fish Games, Inc. violated a specific anti-gambling law in Washington State. Subsequent to this ruling, additional purported class-action suits were filed against other social casino gaming companies for alleged violations of Washington State’s gambling and consumer protection laws, and some of the defendant companies have entered into settlement agreements to settle their respective lawsuits. Similarly, In February 2022, a putative class action complaint was filed against Zynga Inc. generally alleging similar violations of Washington State’s gambling and consumer protection laws, which was settled in December 2022. Another case was filed in Washington State against DoubleDown Interactive, LLC, claiming that the sale of virtual chips in certain of the DoubleDown Interactive, LLC’s social casino-style games violated Washington State’s gambling laws and Washington’s Consumer Protection Act, and was settled in June 2023. Similar class action suits have been filed in multiple states in the U.S. against publication platforms and publishers alleging online social casino games violate various anti-gambling laws since 2020. If new social casino regulations are imposed, or other regulations are interpreted to apply to the Operating Subsidiaries’ social casino games, certain, or all, of the casino-themed games may become subject to such rules and regulations and expose the Operating Subsidiaries to civil and criminal penalties if the Operating Subsidiaries do not comply. Additionally, loot box game mechanics have been the subject of increased public discussion—for example, Belgium and the Netherlands have recommended enforcement actions against certain companies, the U.S. Federal Trade Commission (“FTC”) held a public workshop on loot boxes in August 2019, at least one bill was introduced in the U.S. Senate that would regulate loot boxes in games marketed toward players under the age of 18, the United Kingdom’s Department for Digital, Culture, Media and Sport in September 2020 launched a call for evidence into the impact of loot boxes on in-game spending and gambling-like behavior, several class action suits have been filed in Brazil and in Canada against various companies for offering loot boxes in their games or platforms based in part on claims connecting or equating loot boxes to gambling, and politicians have cited loot boxes as an example of recent technology innovation where government regulation is needed. In some of the Operating Subsidiaries’ casino games, certain mechanics may be deemed as “loot boxes.” New regulations by the FTC, U.S. states, or other international jurisdictions, which may vary significantly across jurisdictions and which the Operating Subsidiaries may be required to comply with, could require that these game mechanics be modified or removed from games, increase the costs of operating the games, impact player engagement and monetization, or otherwise harm our business performance. It is difficult to predict how existing or new laws may be applied to these or similar game mechanics. If the Operating Subsidiaries become liable under these laws or regulations, the Operating Subsidiaries could be directly harmed, and the Operating Subsidiaries may be forced to implement new measures to reduce our exposure to this liability. This may require the Operating Subsidiaries to expend substantial resources or to modify the Operating Subsidiaries’ games, which would harm our business, financial condition, and results of operations. In addition, the increased attention focused on liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business, financial condition, or results of operations.

It is possible that a number of laws and regulations may be adopted or construed to apply to the Operating Subsidiaries in the U.S. and elsewhere that could restrict the online and mobile industries, including player privacy, advertising, taxation, content suitability, copyright, distribution, and antitrust. Furthermore, the growth and development of electronic commerce and virtual items may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as the Operating Subsidiaries’ conducting business through the Internet and mobile devices. The Operating Subsidiaries anticipate that scrutiny and regulation of the industry will increase, and the Operating Subsidiaries will be required to devote legal and other resources to addressing such regulation. For example, existing laws or new laws regarding the marketing of in-app purchases, labeling of free-to-play games, or regulation of currency, banking institutions, unclaimed property, or money transmission may be interpreted to cover the games and the virtual currency, goods, or payments that the Operating Subsidiaries receive. If that were to occur, the Operating Subsidiaries may be required to seek licenses, authorizations, or approvals from relevant regulators, the granting of which may be dependent on the Operating Subsidiaries meeting certain capital and other requirements, and the Operating Subsidiaries may be subject to additional regulation and oversight, all of which could significantly increase our operating costs. Changes in current laws or regulations or the imposition of new laws and regulations in the U.S. or elsewhere regarding these activities may lessen the growth of social game services and impair our business, financial condition, or results of operations.

The proper functioning of the Operating Subsidiaries’ technology systems and platforms is essential to their business. Any disruption to their information technology systems could materially affect their ability to maintain the satisfactory performance of their game publishing support services.

The proper functioning of the Operating Subsidiaries’ technology and analytics systems and platforms, such as the Game Version Control System, the Online Testing Detection and Auxiliary Management System, and the Game Development and Deployment Process Control Service System, is essential to improve the efficiency of the administrative processes and game publishing services. See “Business—Technology.” The satisfactory performance, reliability, and availability of the information technology systems are critical to the ability to help developers generate textual and visual content and analyze testing data to better understand a game’s user acquisition costs, retention rates, conversion rates, and average revenue per user (“ARPU”) across different distribution channels. The Operating Subsidiaries’ technology or infrastructure, however, may not function properly at all times. Any system interruptions caused by computer viruses, hacking, or other attempts to harm the systems could result in the unavailability or slowdown of the Operating Subsidiaries’ system or platforms and compromise the quality of the gaming publishing support services provided thereon. The Operating Subsidiaries’ servers may also be vulnerable to computer viruses, physical or electronic break-ins, and similar disruptions, which could lead to system interruptions, website or mobile application slowdown or unavailability, or loss of data. Any of such occurrences could cause severe disruption to the Operating Subsidiaries’ daily operations. As such, the reputation may be materially and adversely affected, the Operating Subsidiaries’ market share could decline, and could be subject to liability claims.

If the Operating Subsidiaries sustain cyber-attacks or other privacy or data security incidents that result in security breaches, the Operating Subsidiaries could be subject to increased costs, liabilities, reputational harm, or other negative consequences, and the Operating Subsidiaries have no insurance coverage with respect to any such attacks or incidents.

The Operating Subsidiaries’ information technology systems and platforms may be subject to cyber-attacks, viruses, malicious software, ransomware, break-ins, theft, computer hacking, phishing, employee error or malfeasance, or other security breaches. Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated hacks. Experienced computer programmers and hackers may be able to penetrate the Operating Subsidiaries’ security controls and misappropriate or compromise sensitive proprietary or confidential information, including personal data, create system disruptions, or cause shutdowns. They also may be able to develop and deploy malicious software programs that attack the Operating Subsidiaries’ systems or otherwise exploit any security vulnerabilities. The Operating Subsidiaries’ systems and the data stored on those systems also may be vulnerable to security incidents or security attacks, acts of vandalism or theft, coordinated attacks by activist entities, misplaced or lost data, human errors, or other similar events that could negatively affect the systems and the data stored on or transmitted by those systems, including the data of the Operating Subsidiaries’ game players.

Although the Operating Subsidiaries have taken measures to protect sensitive data from unauthorized access, use, or disclosure, their protective measures may not be effective and their information technology may still be vulnerable to attacks. In the event of such attacks, the costs to eliminate, investigate, and address the foregoing security threats and vulnerabilities before or after a cyber-incident could potentially be significant, and the Operating Subsidiaries’ remediation efforts may not be successful and could result in interruptions or delays of services. Moreover, as of the date of this prospectus, the Operating Subsidiaries do not maintain cyber-security insurance or insurance against breaches or loss of data or personal private information of users of their games. Therefore, the Operating Subsidiaries do not have any insurance coverage that would compensate them if a public or private claim is brought against them claiming a failure to adequately protect privacy and data. See “— The Operating Subsidiaries current insurance policies do not provide adequate levels of coverage against claims the Operating Subsidiaries may incur, and in the case of an uninsured or underinsured claim the Operating Subsidiaries would be required to bear the costs of repair and recovery and/or potential liability for a wide variety of perils to which the Operating Subsidiaries’ business is exposed, including those relating to cyber-attacks and data breaches.” As threats related to cyber-attacks develop and grow, the Operating Subsidiaries may also find it necessary to take further steps to protect their data and infrastructure, which could be costly and therefore impact the results of operations. In the event that the Operating Subsidiaries are unable to prevent, detect, and remediate the foregoing security threats and vulnerabilities in a timely manner, the operations could be interrupted or the Operating Subsidiaries could incur financial, legal, or reputational losses arising from misappropriation, misuse, leakage, falsification, or intentional or accidental release or loss of information maintained in the systems. The number and complexity of these threats continue to increase over time. Although the Operating Subsidiaries have not experienced any cyber-attacks or other privacy or data security incidents as of the date of this prospectus, and the Operating Subsidiaries inspect their systems on a regular basis to prevent these events from occurring, the possibility of these events occurring cannot be eliminated entirely.

The Operating Subsidiaries rely on app distribution platforms to distribute their mobile games and collect payments, including, in particular, Apple App Store and Google Play. If the Operating Subsidiaries were denied access to these app distribution platforms or if the terms of the Operating Subsidiaries’ revenue-sharing arrangements or other material aspects of their arrangements with these platforms were to materially adversely change, the Operating Subsidiaries’ mobile games business would be adversely affected, and such change could materially and adversely affect our business, financial condition and results of operation.

App distribution platforms, such as Apple App Store and Google Play, are crucial to our business. The Operating Subsidiaries publish the mobile games primarily through these app distribution platforms. Substantially all of the revenue the games generate are processed by those platforms. The Operating Subsidiaries also rely on them to record gross billings, maintain the security of their platforms to prevent fraudulent activities, and provide certain user services. We believe that the Operating Subsidiaries’ games benefit from the strong brand recognition and large user base of these platforms. Since a significant portion of our revenue has been generated from the Operating Subsidiaries’ customers (namely, game players) who accessed their games through these platforms, our accounts receivable are derived mainly from sales through these two platforms. As of June 30, 2024, Apple App Store and Google Play accounted for approximately 63% and 22%, respectively, of our total accounts receivable balance. As of June 30, 2023, Apple App Store and Google Play accounted for approximately 66% and 20%, respectively, of our total accounts receivable balance.

If the Operating Subsidiaries’ collaboration with any of these third-party platforms terminates for any reason, the Operating Subsidiaries may not be able to find a replacement in a timely manner or at all, and the distribution of the games may be adversely affected. Any failure on their part to maintain good relationships with such app distribution platforms, including Apple App Store and Google Play, for the distribution of their games could cause the number of the Operating Subsidiaries’ game downloads and activations to decrease, perhaps materially, which will have a material adverse effect on our business, financial condition, and results of operations.

The Operating Subsidiaries are subject to these third-party platforms’ standard terms and conditions for application developers, which govern the content, promotion, distribution, and operation of games and other applications on their platforms, as well as the terms of the payment processing services provided by the platforms. Our business would be harmed if:

If the Operating Subsidiaries’ platform providers do not perform their obligations in accordance with the platform agreements, the Operating Subsidiaries could be adversely impacted. For example, in the past, some of these platform providers have been unavailable for short periods of time, unexpectedly changed their terms or conditions, or experienced issues with their features that permit the Operating Subsidiaries’ players to purchase virtual items. Furthermore, any changes in the revenue-sharing arrangements that the Operating Subsidiaries have with those third-party app distribution platforms may materially impact the Operating Subsidiaries’ revenue and profitability. In addition, changes in the credit period or the settlement cycle terms of these platforms may materially and adversely affect the cash flow. These platforms may also experience security breaches or other issues with their functionalities. In addition, disputes with the platforms, such as disputes relating to intellectual property rights, distribution fee arrangements, and billing issues, may also arise from time to time and the Operating Subsidiaries cannot assure you that the Operating Subsidiaries will be able to resolve such disputes in a timely manner or at all.

In addition, the Operating Subsidiaries may lose a significant app distribution platform due to a variety of factors, including the Operating Subsidiaries’ ability to comply with the rules and policies imposed by those platforms. See “—Non-compliance with rules, policies, and guidance established by app distribution platforms, either by the Operating Subsidiaries or third parties, including the Operating Subsidiaries’ game developer partners, could result in potential penalties and disruptions in their business, which may adversely affect our results of operations and financial performance.” Even though the Operating Subsidiaries have a strong record of performance, the Operating Subsidiaries cannot guarantee that the Operating Subsidiaries will continue to maintain the business cooperation with these significant app stores at the same level, or at all.

The Operating Subsidiaries rely on a few third-party app distribution platforms to distribute the games and collect revenue, and if the Operating Subsidiaries’ ability to do so is harmed, or such app distribution platforms change their policies in such a way that restricts the Operating Subsidiaries’ business, increases the expenses, or limits the information the Operating Subsidiaries derive from their mobile games, our business, financial condition, and results of operations could be adversely affected.

An app distribution platform provider may alter how mobile apps are labeled or marketed on its platform, change how the personal information of its users is made available to developers on its platform, limit the use of personal information for advertising purposes, restrict how users can share information on its platform or across platforms, or significantly increase the level of compliance or requirements necessary to use its platform.

For example, in April 2021, Apple started implementing its application tracking transparency framework that, among other things, requires users’ opt-in consent for certain types of tracking. While this transparency framework has not had a significant impact on our overall business, it may in the future, including with respect to the effectiveness of the Operating Subsidiaries’ advertising practices and/or our ability to efficiently generate revenue for the Operating Subsidiaries’ games. The Operating Subsidiaries and their third-party advertisement providers rely in part on identifier for advertisers (“IDFA”) to provide them with data that helps them better market and monetize mobile games. To the extent the Operating Subsidiaries or the Operating Subsidiaries’ third-party advertisement providers are unable to utilize IDFA or a similar offering, or if the transparency changes and any related opt-in or other requirements result in decreases in the availability or utility of data relating to mobile games, the Operating Subsidiaries’ marketing may not be as effective, the Operating Subsidiaries may not be able to continue to efficiently generate revenue for their mobile games, and the revenue and results of operations may be harmed.

Similarly, in February 2022, Google announced its Privacy Sandbox initiative for Android, a multi-year effort expected to restrict tracking activity and limit advertisers’ ability to collect app and user data across Android devices. Additionally, in May 2023, Google announced new Consent Management Platform (“CMP”) requirements for ads served in the EEA and the U.K., which will require, starting in January 2024, publishers using Google’s ad management platforms, including Google AdSense, Ad Manager, or AdMob, to utilize a CMP that has been certified by Google and integrated with the Interactive Advertising Bureau’s Transparency and Consent Framework when delivering ads to users in the EEA or the UK. If publishers do not adopt a Google-certified CMP within this timeframe, only limited ads will be eligible to serve in the EEA and UK. While to date these third-party platform privacy changes have had some impact on the discoverability of apps across these platforms and have had a relatively muted aggregate impact on our results of operations, the ultimate impact of these or any similar or future changes to the policies of Apple or Google may adversely affect our business, financial condition, and results of operations.

If the Operating Subsidiaries or their third-party advertising providers violate, or a distribution platform provider believes the Operating Subsidiaries or their third-party advertising providers have violated, a distribution platform’s terms of service, or if there is any change or deterioration in the relationship with such distribution provider, that platform provider could limit or discontinue the distribution of the mobile games on their platform, or limit or discontinue the access to its platform. In the event that third-party distribution platforms reduce the visibility or availability of the mobile games, the Operating Subsidiaries’ users’ ability to access the mobile games, or the Operating Subsidiaries’ ability to monetize the mobile games, our business, financial condition, and results of operations could be adversely affected.

Non-compliance with rules, policies, and guidance established by app distribution platforms, either by the Operating Subsidiaries or third parties, including the game developer partners, could result in potential penalties and disruptions in their business, which may adversely affect our results of operations and financial performance.

The Operating Subsidiaries depend upon the app distribution platforms, such as Apple App Store and Google Play, to solicit, collect, and provide the Operating Subsidiaries with information regarding the games that is necessary for compliance with applicable laws and regulations in the local markets where the games are distributed. These distribution platform providers also establish their own rules, policies, and guidance to regulate all the applications available on their platforms, including guidance on copyright, licensing, information collection, storage, use, processing, transmission, sharing, and protection. Any failure or perceived failure by the Operating Subsidiaries, or by third parties with whom the Operating Subsidiaries work, such as the game developer partners, to comply with these platform-dictated rules, conduct, or technical features may result in platform-led investigations or enforcement actions, litigation, or public statements against the Operating Subsidiaries and/or the Operating Subsidiaries’ game developer partners, which in turn may result in significant liability or temporary or permanent suspension of the Operating Subsidiaries’ business activities with those platforms, cause the Operating Subsidiaries’ players to lose trust in them, adversely affect the Operating Subsidiaries’ ability to attract, monetize, or retain players, and otherwise adversely affect their business and reputation. As of the date of this prospectus, the Operating Subsidiaries have not received any inquiries, notices, warnings, fines, or penalties regarding noncompliance with such rules and guidance mandated by the Operating Subsidiaries’ collaborative app distribution platforms. However, since the platform-imposed rules and policies are subject to frequent updates, there is no guarantee that we, and the third parties with whom the Operating Subsidiaries work, including the Operating Subsidiaries’ current or future game developer partners, will consistently comply with these rules and policies. In the event of any noncompliance, regardless of its veracity, the Operating Subsidiaries may incur penalties, fines, or punishments, including the removal of their game apps from their app distribution platforms. As a result, our business operations, financial condition, and results of operations may be adversely affected.

Use of generative artificial intelligence tools may require additional investment and costs, and pose unique risks to our business and could subject the Operating Subsidiaries to legal liability.

Uncertainty around new and emerging AI applications, such as generative AI content creation, may require additional investment in the development of proprietary datasets and machine learning models, development of new approaches and processes to provide attribution or remuneration to content creators, and the development of systems that enable creators to exert more control over how their work is utilized in AI development, which may be costly and could impact our profit margin. Developing, testing, and deploying AI systems may also increase the cost profile of our offerings due to the nature of the computing costs involved in such systems.

The Operating Subsidiaries use generative AI tools in their business. Generative AI tools producing content that can be indistinguishable from that generated by humans is a relatively novel development, with benefits, risks, and liabilities still unknown. Recent decisions of the U.S. Copyright Office suggest that the Operating Subsidiaries would not be able to claim copyright ownership in any source code, text, images, or other materials that the Operating Subsidiaries develop through the use of generative AI tools, and the availability of such protections in other countries is unclear. As a result, the Operating Subsidiaries could have no remedy if third parties reused those same materials, or similar materials also generated by AI tools. In addition, the Operating Subsidiaries have little or no insight into the third-party content and materials used to train these generative AI tools, or the extent of the original works which remain in the outputs. As a result, the Operating Subsidiaries may face claims from third parties claiming infringement of their intellectual property rights of materials or content the Operating Subsidiaries believed to be available for use and not subject to license terms or other third-party proprietary rights. The Operating Subsidiaries could also be subject to claims from the providers of the generative AI tools, if the Operating Subsidiaries use any of the generated materials in a manner inconsistent with their terms of use.

Any of these claims could result in legal proceedings and could require the Operating Subsidiaries to purchase a costly license, or limit or cease using the implicated software, or other materials or content unless and until the Operating Subsidiaries can re-engineer such materials or content to avoid infringement or change the use of, or remove, the implicated third-party materials, which could reduce or eliminate the value of the Operating Subsidiaries’ game products and relevant service offerings. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a material adverse effect on our business, results of operations, financial condition, and future prospects.

If the Operating Subsidiaries fail to manage the growth or execute the strategies and future plans effectively, the Operating Subsidiaries may not be able to take advantage of market opportunities or meet the demand of their customers.

The Operating Subsidiaries business has grown substantially since the inception, and the Operating Subsidiaries expect it to continue to grow in terms of scale and diversity of operations. For example, in order to diversify the revenue streams for future growth, the Operating Subsidiaries have begun investing in selected developer partners since December 2019, by acquiring equity stakes in the companies established by these development teams, to further solidify a long-term cooperation with them, who the Operating Subsidiaries believe have the potential to continue producing quality games. In addition, the Operating Subsidiaries endeavor to enlarge their developer partner base and diversify the game portfolio by actively sourcing new developers and game products. After 2023, as the Operating Subsidiaries plan to keep launching new products in the social casino game market, the Operating Subsidiaries also endeavor to explore new opportunities in casual and mid-core game genres, such as puzzle, match, simulation, RPG, and strategy games. This expansion increases the complexity of our operations and may cause strain on our managerial, operational, and financial resources. The Operating Subsidiaries must continue to hire, train, and effectively manage new employees. In the event that the Operating Subsidiaries’ new hires fail to perform as expected, or if the Operating Subsidiaries fail to hire, train, manage, and integrate new employees, our business, financial condition, and results of operations may be materially adversely affected. The expansion of the Operating Subsidiaries’ services will also require them to maintain consistency in the quality of their services so that the market reputation is not damaged by any deviations in quality, whether actual or perceived.

Our future results of operations also depend largely on the Operating Subsidiaries’ ability to execute our future plans successfully. In particular, our continued growth may subject the Operating Subsidiaries to the following additional challenges and constraints:

All of these endeavors involve risks and will require significant management, financial, and human resources. The Operating Subsidiaries cannot assure you that the Operating Subsidiaries will be able to effectively manage the growth or to implement the strategies successfully. There is no assurance that the investment to be made by the Operating Subsidiaries as contemplated under the Operating Subsidiaries’ future plans will be successful and generate the expected return. If the Operating Subsidiaries are not able to manage our growth or execute our strategies effectively, or at all, our business, results of operations, and prospects may be materially and adversely affected.

Unauthorized use of the Operating Subsidiaries’ intellectual property by third parties and expenses incurred in protecting their intellectual property rights may adversely affect their business, reputation, and competitive edge.

As of the date of this prospectus, the Operating Subsidiaries have registered 61 software copyrights in the PRC, 41 domain names in the PRC, and nine and two trademarks in the PRC and U.S., respectively. The Operating Subsidiaries regard the software copyrights, trademarks, domain names, and similar intellectual property as important to the Operating Subsidiaries’ success, and the Operating Subsidiaries rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-disclosure agreements to protect the proprietary rights. For details, please see “Business—— Intellectual Property.”

Despite these measures, any of the Operating Subsidiaries’ intellectual property rights could be challenged, invalidated, circumvented, or misappropriated, or such intellectual property may not be sufficient to provide the Operating Subsidiaries with competitive advantages. While the Operating Subsidiaries publish games on the global market, the Operating Subsidiaries focus primarily on protecting the intellectual property rights in the PRC than anywhere else. Consequently, the Operating Subsidiaries may face challenges when defending the intellectual property rights outside the PRC. See “— The Operating Subsidiaries have not sought to register and do not have protection for the proprietary software, or the software and other intellectual property that the Operating Subsidiaries license from the developer partners, outside of China, notwithstanding that a majority of the Operating Subsidiaries business is conducted in North America and the EU.” In addition, confidentiality, invention assignment, and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to the Operating Subsidiaries for any such breach. Accordingly, the Operating Subsidiaries may not be able to effectively protect the intellectual property rights or to enforce the Operating Subsidiaries’ contractual rights in all jurisdictions.

Policing unauthorized use of the Operating Subsidiaries’ proprietary technology and other intellectual property is difficult and expensive, and litigation may be necessary in the future to enforce their intellectual property rights. Future litigation could result in substantial costs and diversion of the Operating Subsidiaries’ resources and could disrupt the Operating Subsidiaries’ business, as well as materially adversely affect the financial condition and results of operations. Further, despite the potentially substantial costs, the Operating Subsidiaries cannot assure you that they will prevail in such litigation.

Third parties may claim that the Operating Subsidiaries infringe their proprietary intellectual property rights, which could cause the Operating Subsidiaries to incur significant legal expenses and prevent the Operating Subsidiaries from promoting their services.

The Operating Subsidiaries cannot be certain that the Operating Subsidiaries’ operations or any aspects of the business do not or will not infringe upon or otherwise violate trademarks, patents, copyrights, know-how, or other intellectual property rights held by third parties. The Operating Subsidiaries may from time to time in the future be subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks, patents, copyrights, know-how, or other intellectual property rights that are infringed by the Operating Subsidiaries’ game products or technology and analytics tools or infrastructure utilized in the data-driven publishing support services. There could also be existing intellectual property of which the Operating Subsidiaries are not aware that the Operating Subsidiaries’ products and services may inadvertently infringe.

If any third-party infringement claims are brought against the Operating Subsidiaries, the Operating Subsidiaries may be forced to divert management’s time and other resources from our business and operations to defend against these claims, regardless of their merits. Additionally, the application and interpretation of intellectual property right laws and the procedures and standards for granting trademarks, patents, copyrights, know-how, or other intellectual property rights are evolving and may be uncertain, and the Operating Subsidiaries cannot assure you that courts or regulatory authorities would agree with our analysis. Such claims, even if they do not result in liability, may harm our reputation. If the Operating Subsidiaries were found to have violated the intellectual property rights of others, the Operating Subsidiaries may be subject to liability for the Operating Subsidiaries’ infringement activities or may be prohibited from using such intellectual property, and the Operating Subsidiaries may incur licensing fees or be forced to develop alternatives of their own. As a result, our business and financial performance may be materially and adversely affected.

Non-compliance with laws and regulations on the part of any third parties with which the Operating Subsidiaries conduct business could expose the Operating Subsidiaries to legal expenses, compensation to third parties, penalties, and disruptions of the Operating Subsidiaries’ business, which may adversely affect their results of operations and financial performance.

Third parties with which the Operating Subsidiaries conduct business, including third-party digital marketing service providers/platforms, may be subject to regulatory penalties or punishments because of their regulatory compliance failures or infringement upon other parties’ legal rights, which may, directly or indirectly, disrupt the Operating Subsidiaries’ business. The Operating Subsidiaries cannot be certain whether such third party has violated any regulatory requirements or infringed or will infringe on any other parties’ legal rights, which could expose them to legal expenses or compensation to third parties, or both.

The Operating Subsidiaries, therefore, cannot rule out the possibility of incurring liabilities or suffering losses due to any non-compliance by third parties. There is no assurance that the Operating Subsidiaries will be able to identify irregularities or non-compliance in the business practices of third parties with which the Operating Subsidiaries conduct business, or that such irregularities or non-compliance will be corrected in a prompt and proper manner. Any legal liabilities and regulatory actions affecting third parties involved in the Operating Subsidiaries’ business may affect the Operating Subsidiaries’ business activities and reputation, and may in turn affect the Operating Subsidiaries’ business, results of operations and financial performance.

Moreover, regulatory penalties or punishments against the Operating Subsidiaries’ business stakeholders, such as the game developer partners, whether or not resulting in any legal or regulatory implications upon the Operating Subsidiaries, may nonetheless cause business interruptions or even suspension of these business stakeholders, and may result in abrupt changes in their business emphasis, such as changes in advertising and/or ad inventory offering strategies, any of which could disrupt the Operating Subsidiaries’ usual course of business with them and result in material negative impact on the business operations, results of operation, and financial condition.

Future acquisitions may have an adverse effect on the Operating Subsidiaries’ ability to manage our business.

The Operating Subsidiaries may acquire businesses, technologies, services, or products that are complementary to their existing game publishing businesses. Future acquisitions may expose the Operating Subsidiaries to potential risks, including risks associated with the integration of new operations, services, and personnel, the diversion of resources from our existing businesses, failure to achieve expected growth by the acquired businesses, and the inability to generate sufficient revenue to offset the costs and expenses of acquisitions, or the potential loss of or harm to relationships with both employees and customers resulting from their integration of new businesses.

In addition, the Operating Subsidiaries may be unable to identify appropriate acquisition or strategic investment targets when it is necessary or desirable to make such acquisition or investment to remain competitive or to expand our business. Even if the Operating Subsidiaries identify an appropriate acquisition or investment target, the Operating Subsidiaries may face challenges in successfully negotiating favorable terms of the acquisition or investment and financing the proposed transaction. The Operating Subsidiaries may need to raise additional debt funding or sell additional equity securities to make such acquisitions. The raising of additional debt funding by the Operating Subsidiaries, if required, would result in increased debt service obligations and could result in additional operating and financing covenants, or liens on our assets, that would restrict our operations. The sale of additional equity securities could result in additional dilution to our shareholders. If any one or more of the aforementioned risks associated with acquisitions or investments materialize, the acquisitions or investments may not be beneficial to the Operating Subsidiaries, which in turn may materially and adversely affect our business, financial condition, and results of operations.

A decline in general economic conditions or a disruption of financial markets may affect entertainment and gaming markets or the discretionary income of consumers, which in turn could adversely affect the Operating Subsidiaries profitability.

The Operating Subsidiaries operations and profitability are directly or indirectly affected by general economic conditions and, in particular, conditions that have a direct impact on the demand for entertainment and leisure activities. A decline in general economic conditions could reduce the level of discretionary income that players have to spend on mobile games, which could negatively impact our revenue. The revenue generated from a particular mobile game could be affected directly by declines in consumer spending more broadly, resulting in a reduction in revenue the Operating Subsidiaries receive through income-sharing and/or profit-sharing arrangements with the Operating Subsidiaries’ cooperative game development teams. In addition, adverse economic conditions, including volatility and disruptions in financial markets, may also affect other stakeholders or investors in this arena, thereby potentially affecting their ability to cooperate with the Operating Subsidiaries.

The Operating Subsidiaries face risks related to natural disasters, health epidemics, and other outbreaks, which could significantly disrupt the Operating Subsidiaries’ operations.

The Operating Subsidiaries’ business may be negatively impacted by the fear of, exposure to, or actual effects of, a disease outbreak, epidemic, pandemic, or similar widespread public health concern, including travel restrictions or recommendations or mandates from governmental authorities as a result of the COVID-19 pandemic, the threat of the virus, or the emergence of any variants. During the fiscal year ended June 30, 2022, the Operating Subsidiaries’ business was moderately impacted by the COVID-19 pandemic. Specifically, a new COVID-19 subvariant (Omicron) outbreak hit China in March 2022, spreading more quickly and easily than previous strains. The Operating Subsidiaries temporarily closed the Shanghai office starting from April 2022, as required by the local authorities in Shanghai, and had their employees located in Shanghai work remotely. Starting from June 2022, the Operating Subsidiaries reopened the Shanghai office, and both the management and business activities returned to normal. As a result of some employees working remotely and others taking sick leave occasionally, the Operating Subsidiaries’ ability to maintain a stable customer relationship was moderately compromised. During the fiscal year ended June 30, 2023, the Operating Subsidiaries’ business was moderately impacted by the COVID-19 pandemic for the same reason, as some of the Operating Subsidiaries’ employees experienced occasional lockdowns and quarantines in the first half of the fiscal year ended June 30, 2023. Since the end of 2022, the Chinese government has eased the COVID-19 restrictions. As a result, the Operating Subsidiaries gradually recovered from the negative impact of the COVID-19 pandemic on their results of operations. During the nine months ended March 31, 2025 and the fiscal year ended June 30, 2024, the COVID-19 pandemic did not have a material impact on our Operating Subsidiaries’ financial positions and operating results. However, there is no assurance that a disease outbreak, such as the COVID-19 pandemic and any similar natural disasters will not occur in the future. The extent to which such natural diseases may impact the Operating Subsidiaries will depend on future developments, which are highly uncertain and cannot be predicted, including the duration, severity, and recurrence of any such disease outbreak, the effectiveness of mitigation strategies, and third-party actions taken to contain its spread and mitigate its public health effects. Any of these factors may materially and adversely affect our business, financial condition, and results of operations.

Any financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, may materially and adversely affect our business, prospects, financial condition, and results of operation.

The global macroeconomic environment is facing challenges. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States. There have been concerns over the downturn in economic output caused by the COVID-19 pandemic. It is unclear whether these challenges will be contained and what effects they each may have. Economic conditions in regions where the Operating Subsidiaries operate or may seek to operate are sensitive to global economic conditions. In particular, there have been signs that the rate economic growth is declining in some of the regions where the Operating Subsidiaries operate or may seek to operate. Any prolonged slowdown in economic development might lead to tighter credit markets, increased market volatility, sudden drops in business and consumer confidence, and dramatic changes in business and consumer behaviors. Credit risks of customers and suppliers and other counterparty risks may also increase. Our revenue depends in part on discretionary consumer spending and is also exposed to adverse changes in general economic conditions. In response to the perceived uncertainty in economic conditions, players may opt to postpone, reduce, or cease their spending on the Operating Subsidiaries’ games and our results of operations may be materially and adversely affected.

Any negative publicity about the Operating Subsidiaries, the Operating Subsidiaries’ services, and the Operating Subsidiaries’ management may materially and adversely affect the reputation and business.

The Operating Subsidiaries may from time to time receive negative publicity about the Operating Subsidiaries, the management, or the business. Certain of such negative publicity may be the result of malicious harassment or unfair competition acts by third parties. The Operating Subsidiaries may even be subject to government or regulatory investigation (including those relating to game content alleged to be illegal) as a result of such third-party conduct and may be required to spend significant time and incur substantial costs to defend ourselves against such third-party conduct, and the Operating Subsidiaries may not be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Harm to our reputation and confidence of players in the Operating Subsidiaries’ mobile games can also arise for other reasons, including misconduct of the Operating Subsidiaries’ employees or any third-party business partners with whom the Operating Subsidiaries conduct business. The Operating Subsidiaries’ reputation may be materially and adversely affected as a result of any negative publicity, which in turn may cause the Operating Subsidiaries to lose market share, game players, cooperative development teams, and other business partnerships.

The Operating Subsidiaries may be adversely affected by the effects of inflation and a potential recession.

Global inflation has adversely affected, and may continue to affect, our liquidity, business, financial condition, and results of operations by increasing the Operating Subsidiaries’ overall cost structure, particularly if the Operating Subsidiaries are unable to increase the prices the Operating Subsidiaries charge the players commensurately. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange rates and other similar effects. As a result of inflation, the Operating Subsidiaries have experienced and may continue to experience, cost increases. In addition, poor economic and market conditions, including a potential recession, may negatively impact the research and development investments and consumer spending levels and willingness, which would adversely affect our operating income and results of operations. If the Operating Subsidiaries are unable to take effective measures in a timely manner to mitigate the impact of the inflation as well as a potential recession, the business, financial condition, and results of operations could be adversely affected.

If the Operating Subsidiaries fail to attract, recruit, or retain their key personnel, including their executive officers, senior management, and key employees, the Operating Subsidiaries’ ongoing operations and growth could be affected.

The Operating Subsidiaries’ success also depends, to a large extent, on the efforts of the Operating Subsidiaries’ key personnel, including Mr. Feng Xie, our founder and director, senior management, and other key employees who have valuable experience, knowledge, and connection in the mobile gaming industry. The Operating Subsidiaries do not carry, and do not intend to procure, key person insurance on any of the senior management team. There is no assurance that these key personnel will not voluntarily terminate their employment with the Operating Subsidiaries. The loss of any of key personnel could be detrimental to ongoing operations. The Operating Subsidiaries’ success will also depend on an ability to attract and retain qualified personnel to manage the Operating Subsidiaries’ existing operations as well as the future growth. The Operating Subsidiaries may not be able to successfully attract, recruit, or retain key personnel, and this could adversely impact the financial condition, operating results, and business prospects.

The Operating Subsidiaries may from time to time be subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect their business, prospects, results of operations, and financial condition.

Our Company and the Operating Subsidiaries may from time to time become subject to or involved in various claims, controversies, lawsuits, and legal proceedings. However, claims and threats of lawsuits are subject to inherent uncertainties, and We or the Operating Subsidiaries are uncertain whether any of these claims would develop into a lawsuit. Lawsuits, or any type of legal proceeding, may cause us or the Operating Subsidiaries to incur defense costs, utilize a significant portion of our or the Operating Subsidiaries’ resources, and divert management’s attention from day-to-day operations, any of which could harm the business. Any settlements or judgments against us or the Operating Subsidiaries could have a material adverse impact on the financial condition, results of operations, and cash flows. In addition, negative publicity regarding claims or judgments made against our Company and the Operating Subsidiaries may damage our reputation and may result in a material adverse impact on us.

The Operating Subsidiaries have not sought to register and do not have protection for the proprietary software, or the software and other intellectual property that the Operating Subsidiaries license from the developer partners, outside of China, notwithstanding that a majority of the Operating Subsidiaries’ business is conducted in North America and the EU.

As of the date of this prospectus, while the Operating Subsidiaries have applied for the registration of intellectual property rights for the Operating Subsidiaries’ significant technologies and self-developed software in the PRC, the Operating Subsidiaries have not applied for or obtained registration of the proprietary software or the intellectual property the Operating Subsidiaries license from the developer partners in any jurisdiction within the European Union (“EU”) or North America, where the Operating Subsidiaries’ business is primarily conducted. This presents several risks to the Operating Subsidiaries’ business. The absence of international intellectual property protection exposes the Operating Subsidiaries to potential infringements, legal disputes, and competitive challenges. The Operating Subsidiaries’ proprietary or licensed software copyrights and other related intellectual property rights could be challenged, invalidated, circumvented, or misappropriated. Moreover, third parties may assert that the Operating Subsidiaries are infringing their rights, and the Operating Subsidiaries may not be successful in defending these claims without incurring substantial expenses to the Operating Subsidiaries and a significant diversion of management time and attention from business strategy. While the Operating Subsidiaries plan to address these concerns as the Operating Subsidiaries expand, there is no assurance that we will succeed in securing the necessary protection or avoiding disputes, which could materially impact the business, financial condition, and results of operations.

The Operating Subsidiaries’ current insurance policies do not provide adequate levels of coverage against claims the Operating Subsidiaries may incur, and in the case of an uninsured or underinsured claim the Operating Subsidiaries would be required to bear the costs of repair and recovery and/or potential liability for a wide variety of perils to which the Operating Subsidiaries’ business is exposed, including those relating to cyber-attacks and data breaches.

We maintain a general public liability insurance for one of our PRC Subsidiaries, Shanghai Kuangre, but have no general public liability insurance coverage for our other subsidiaries, including our Operating Subsidiaries engaged in the game publishing business. The insurance coverage is insufficient to protect the Operating Subsidiaries against most losses. For example, the Operating Subsidiaries do not maintain directors and officers liability insurance, group comprehensive life insurance for employees, property insurance, or business disruption insurance. Neither do the Operating Subsidiaries maintain cyber-security insurance or insurance against breaches or loss of data or personal private information of users of the Operating Subsidiaries’ games. As a result, the Operating Subsidiaries do not have any insurance coverage that would compensate the Operating Subsidiaries if a public or private claim is brought against the Operating Subsidiaries claiming a failure to adequately protect privacy and data. The absence of insurance protection places the Operating Subsidiaries at risk of incurring substantial costs and expenses for repair, recovery, and potential legal liabilities in the event of unforeseen events. If the Operating Subsidiaries incur any loss that is not covered by insurance policies, or if the compensated amount is significantly less than the actual loss, the Operating Subsidiaries’ business, financial condition, and results of operations could be materially and adversely affected.

Risks Relating to This Offering and the Trading Market

As a public company, we incur higher costs as compared to when we were a private company.

We incur significant additional legal, accounting, insurance, and other expenses, including costs associated with public company reporting requirements that we did not incur as a private company. We incur higher costs associated with complying with the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform, and the Consumer Protection Act, and related rules implemented by the SEC and Nasdaq. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these laws and regulations to increase our legal and financial compliance costs and to render some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. We may need to hire more employees or engage outside consultants to comply with these requirements in the future, which may increase our costs and expenses. These laws and regulations could make it more difficult or costly for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board or as executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A Ordinary Shares, fines, sanctions, and other regulatory action and potentially civil litigation.

If we fail to implement and maintain an effective system of internal controls or remediate the material weaknesses in our internal control over financial reporting that have been identified, we may be unable to accurately report our results of operations, meet our reporting obligations, or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.

Prior to the Business Combination, Gamehaus was a private company with limited accounting personnel and other resources with which to address its internal controls and procedures. Gamehaus’ independent registered public accounting firm has not conducted an audit of its internal control over financial reporting. However, in preparing its consolidated financial statements as of and for the fiscal years ended June 30, 2024 and 2023, Gamehaus has identified material weaknesses in its internal control over financial reporting, as defined in the standards established by the PCAOB, and other control deficiencies. The material weaknesses identified included (i) a lack of sufficient skilled staff with U.S. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) knowledge and the SEC reporting knowledge for the purpose of financial reporting as well as a lack of formal accounting policies and procedures manual to ensure proper financial reporting in accordance with U.S. GAAP and SEC reporting requirements; and (ii) a lack of internal audit function to establish formal risk assessment process and internal control framework. To remedy the identified material weaknesses, Gamehaus has adopted and will adopt further measures to improve its internal control over financial reporting. Gamehaus has implemented, and plans to continue to develop, a full set of U.S. GAAP accounting policies and financial reporting procedures as well as related internal control policies, including implementing a comprehensive accounting manual to guide the day-to-day accounting operation and reporting work control in place. Gamehaus has recruited staff with knowledge of U.S. GAAP and SEC regulations in its finance and accounting department. Gamehaus has also supplemented and enhanced internal training and development programs for financial reporting personnel as well as appointing independent directors, establishing an audit committee, and strengthening corporate governance. Additionally, when entering into complex transactions, Gamehaus will utilize a third-party consultant for accounting services as additional resources. However, Gamehaus cannot assure you that these measures may fully address the material weaknesses and deficiencies in Gamehaus’ internal control over financial reporting or that Gamehaus may conclude that they have been fully remediated.

We are subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act (“Section 404”) requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report in our second annual report on Form 20-F after becoming a public company. In addition, once we cease to be an “emerging growth company,” as defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue an adverse opinion on the effectiveness of internal control over financial reporting if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, since we have become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete its evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. If we fail to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, it could result in material misstatements in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our businesses, financial condition, results of operations and prospects, as well as the trading price of our Class A Ordinary Shares, may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose us to an increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions. We may also be required to restate its financial statements from prior periods.

We may or may not pay cash dividends in the foreseeable future.

Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, applicable law, regulations, restrictions, our results of operations, financial condition, cash requirements, contractual restrictions, the future projects, and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends depends significantly on the extent to which we receive dividends from Gamehaus and there can be no assurance that Gamehaus will pay dividends. As a result, capital appreciation, if any, of our Class A Ordinary Shares will be an investor’s sole source of gain for the foreseeable future.

Sales of a substantial number of our securities in the public market by our existing shareholders could cause the price of the Class A Ordinary Shares to fall, and certain Selling Shareholders may earn a positive rate of return on their investment, even if certain other shareholders experience a negative rate of return.

Sales of substantial amounts of the Class A Ordinary Shares in the public market or the perception that these sales could occur, could adversely affect the market price of the Class A Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future.

This prospectus relates to the resale from time to time by the Selling Shareholders of up to 52,093,399 Class A Ordinary Shares. The Selling Shareholders can sell, under this prospectus, up to 52,093,399 Class A Ordinary Shares following the expiration of their respective applicable lock-up period (see “Shares Eligible for Future Sales – Lock-Up Agreements” for more details). See “Shares Eligible for Future Sales” for more details.

Sales of a substantial number of Class A Ordinary Shares in the public market by the Selling Shareholders and/or by our other existing shareholders, or the perception that those sales might occur, could result in a significant decline in the public trading price of the Class A Ordinary Shares and could impair our ability to raise capital through the sale of additional equity securities. Because the prices at which certain Selling Shareholders acquired the securities that they may sell pursuant to this prospectus may be lower than that of our public shareholders, certain Selling Shareholders may still experience a positive rate of return on the securities that they sell pursuant to this prospectus, and be incentivized to sell such shares, when our public shareholders may not experience a similar rate of return. In such event, such Selling Shareholders may have an incentive to sell their securities even if the trading price is lower than the price at which our public shareholders purchased their securities. The trading price of the Class A Ordinary Shares have fluctuated since the closing of the Business Combination on January 24, 2025, and may continue to fluctuate. As a result, our public shareholders may not be able to achieve any positive return at all on the Class A Ordinary Shares if they sell the Class A Ordinary Shares in the market at the then-prevailing market prices.

A market for our securities may not develop or be sustained, which would adversely affect the liquidity and price of our Class A Ordinary Shares.

The price of our Class A Ordinary Shares may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for our securities may never develop or, if developed, it may not be sustained. In addition, the price of our securities can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our Class A Ordinary Shares become delisted from Nasdaq or if our Class A Ordinary Shares are not listed on Nasdaq, the liquidity and price of our securities may be more limited than if we were listed on Nasdaq or another national securities exchange. The lack of an active market may impair your ability to sell your Class A Ordinary Shares at the time you wish to sell them or at a price that you consider reasonable. An inactive market may also impair our ability to raise capital by selling securities and may impair our ability to acquire other businesses or technologies using our shares as consideration, which, in turn, could materially adversely affect our business.

The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance.

The market price of our Class A Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have filed securities class litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

We may not be able to maintain the listing of our Class A Ordinary Shares on Nasdaq.

There can be no assurance that we will be able to maintain the listing standards of that exchange, which includes requirements that we maintain our shareholders’ equity, total value of shares held by unaffiliated stockholders, and market capitalization above certain specified levels. If we fail to conform to the Nasdaq listing requirements on an ongoing basis, our Class A Ordinary Shares might cease to trade on Nasdaq, and may move to the OTCQB or OTC Pink Markets operated by OTC Markets Group, Inc. These quotation services are generally considered to be markets that are less efficient and that provide less liquidity in the shares than Nasdaq.

If securities or industry analysts publish reports that are interpreted negatively by the investment community or publish negative research reports about our business, our share price and trading volume could decline.

The trading market for our Class A Ordinary Shares depends, to some extent, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts or the information contained in their reports. If one or more analysts publish research reports that are interpreted negatively by the investment community, or have a negative tone regarding our business, financial condition or results of operations, industry or end-markets, the share price of our Class A Ordinary Shares could decline. In addition, if a majority of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

The issuance of additional Class A Ordinary Shares in connection with future financings, acquisitions, investments, the Incentive Plan, or otherwise will dilute all other shareholders.

We expect to issue additional shares in the future that will result in dilution to all other shareholders. We expect to grant equity awards to employees, directors, and consultants under our 2023 Equity Incentive Plan. It may also raise capital through equity financings in the future. As part of its business strategy, we may acquire or make investments in complementary companies, products or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional shares may cause shareholders to experience significant dilution of their ownership interests and the per share value of our Class A Ordinary Shares to decline.

We are an “emerging growth company,” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make our Class A Ordinary Shares less attractive to investors, which could have a material and adverse effect on us, including its growth prospects.

We are an “emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we issued more than $1.0 billion in non-convertible debt during the prior three-year period. We intend to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

In addition, Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Furthermore, even after we no longer qualify as an “emerging growth company,” as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, we will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

As a result, our shareholders may not have access to certain information they deem important. we cannot predict if investors will find our Class A Ordinary Shares less attractive because it relies on these exemptions. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market and share price for our Class A Ordinary Shares may be more volatile.

As a “foreign private issuer” under the rules and regulations of the SEC, we are permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules and is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.

We are considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although we may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. We are not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, our officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities.

In addition, as a “foreign private issuer,” we are permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its annual reports filed with the SEC each Nasdaq requirement with which it does not comply followed by a description of its applicable home country practice. We currently intend to follow some, but not all, of the corporate governance requirements of Nasdaq. With respect to the corporate governance requirements that we do follow, we cannot give any assurances that we will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available Nasdaq exemptions that would allow us to follow our home country practice. Unlike the requirements of Nasdaq, we are not required, under the corporate governance practice and requirements in the Cayman Islands, to have its board consist of a majority of independent directors, nor are we required to have a compensation committee or a nominating or corporate governance committee consisting entirely of independent directors, or have regularly scheduled executive sessions with only independent directors each year. Such Cayman Islands home country practices may afford less protection to holders of our Class A Ordinary Shares.

We would lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of our outstanding voting securities becomes directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we lose our status as a foreign private issuer in the future, we will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if we were a company incorporated in the United States. If this were to happen, we would likely incur substantial costs in fulfilling these additional regulatory requirements and members of our management would likely have to divert time and resources from other responsibilities to ensure these additional regulatory requirements are fulfilled.

We are a “controlled company” within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

As of the date of this prospectus, Mr. Feng Xie, our Chairman of Board of Directors, beneficially owns 86.04% of the aggregate voting power of our issued and outstanding Class A and Class B Ordinary Shares. As a result, we are a “controlled company” within the meaning of applicable Nasdaq listing rules. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (i) that a majority of its board of directors consist of independent directors, (ii) that its board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (iii) that its board of directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. We intend to utilize these exemptions. Specifically, although we have a compensation committee and nominating committee, such committees will not be composed entirely of “independent directors.” In addition, our board of directors is composed of seven directors, three of whom qualify as independent directors as defined within the meaning of the corporate governance standards of the Nasdaq listing rules and meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act. Accordingly, since we intend to rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

The dual-class structure of our Ordinary Shares has the effect of concentrating voting control with our Chairman of Board of Directors, and his interests may not be aligned with the interests of our other shareholders.

We have a dual-class voting structure consisting of our Class A and Class B Ordinary Shares. Under this structure, holders of our Class A Ordinary Shares are entitled to one vote per share, and holders of our Class B Ordinary Shares are entitled to 15 votes per share, which may cause the holders of our Class B Ordinary Shares to have an unbalanced, higher concentration of voting power. As of the date of this prospectus, Mr. Feng Xie, our Chairman of Board of Directors, beneficially owns 15,598,113 Class B Ordinary Shares, or 100% of our issued Class B Ordinary Shares, representing approximately 86.04% of the voting rights in our Company. As a result, until such time as his voting power is below 50%, Mr. Xie as the controlling shareholder has substantial influence over our business, including decisions regarding mergers, consolidations, and the sale of all or substantially all of its assets, election of directors, and other significant corporate actions. Mr. Xie, in his capacity of shareholder of our Company, may take actions that are not in the best interests of our Company or our other shareholders. These corporate actions may be taken even if they are opposed by our other shareholders. Further, such concentration of voting power may discourage, prevent, or delay the consummation of transactions that shareholders may consider favorable, including ones in which shareholders might otherwise receive a premium for their shares. Future issuances of our Class B Ordinary Shares may also be dilutive to the holders of our Class A Ordinary Shares. As a result, the market price of our Class A Ordinary Shares could be adversely affected.

Our dual-class capital structure may render our Class A Ordinary Shares ineligible for inclusion in certain stock market indices, and thus adversely affect the trading price and liquidity of our Class A Ordinary Shares.

We cannot predict whether our dual-class capital structure will result in a lower or more volatile market price of our Class A Ordinary Shares, adverse publicity, or other adverse consequences. Certain index providers have announced and implemented restrictions on including companies with multiple-class share structures in certain of their indices. For example, in July 2017, FTSE Russell announced that it would require new constituents of its indices to have greater than 5% of the company’s voting rights in the hands of Public Shareholders, and S&P Dow Jones announced in the same month that it would no longer admit companies with multiple-class share structures to certain of its indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400, and S&P SmallCap 600, which together make up the S&P Composite 1500. Also, in 2017, MSCI, a leading stock index provider, opened public consultations on its treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, Our dual-class capital structure might make our Class A Ordinary Shares ineligible for inclusion in any of these indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in our Class A Ordinary Shares. It is unclear what effect, if any, these policies will have on the valuations of publicly-traded companies excluded from such indices, but it is possible that they may adversely affect valuations, as compared to similar companies that are included. Due to the dual-class capital structure of our Ordinary Shares, our Class A Ordinary Shares will likely be excluded from certain indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make our Class A Ordinary Shares less attractive to other investors. As a result, the market price and liquidity of our Class A Ordinary Shares could be materially adversely affected.

Because we are incorporated in the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

We are an exempted company incorporated in the Cayman Islands with limited liability. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs will be governed by the Amended and Restated Memorandum and Articles of Association, the Cayman Companies Act (as the same may be supplemented or amended from time to time), and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of our shareholders to take action against the directors, actions by minority shareholders, and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law. Decisions of the Privy Council (which is the final Court of Appeal for British overseas territories such as the Cayman Islands) are binding on a court in the Cayman Islands. Decisions of the English courts, and particularly the Supreme Court and the Court of Appeal are generally of persuasive authority but are not binding in the courts of the Cayman Islands. Decisions of courts in other Commonwealth jurisdictions are similarly persuasive but not binding authority. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less prescriptive body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

We have been advised by our Cayman Islands legal counsel that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the securities laws of the United States or any state in the United States, so far as the liabilities imposed by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction), and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors, or controlling shareholders than they would as public shareholders of a corporation incorporated in the United States.

If we are characterized as a passive foreign investment company for U.S. federal income tax purposes, our U.S. shareholders may suffer adverse tax consequences.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of our Ordinary Shares, the U.S. holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on our unbooked goodwill as valued based on the projected market value of our equity and whether it qualifies for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for its current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. U.S. holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of our Ordinary Shares.

Economic substance legislation of the Cayman Islands may adversely impact us or our operations.

The Cayman Islands, together with several other non-EU jurisdictions, have introduced legislation aimed at addressing concerns raised by the Council of the EU as to offshore structures engaged in certain activities that attract profits without real economic activity. With effect from January 1, 2019, the International Tax Co-operation (Economic Substance) Act, (Revised) (the “Substance Act”) came into force in the Cayman Islands, introducing certain economic substance requirements for in-scope Cayman Islands entities that are engaged in certain “relevant activities,” which, in the case of exempted companies incorporated before January 1, 2019, will apply in respect of financial years commencing July 1, 2019 onwards. As we are a Cayman Islands company, compliance obligations include filing annual notifications for our Company, which need to state whether we are carrying out any relevant activities and if so, whether we have satisfied economic substance tests to the extent required under the Substance Act. As it is a new regime, it is anticipated that the Substance Act will evolve and be subject to further clarification and amendments. We may need to allocate additional resources to keep updated with these developments, and may have to make changes to its operations in order to comply with all requirements under the Substance Act. Failure to satisfy these requirements may subject us to penalties under the Substance Act.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

We describe certain material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” The forward-looking statements contained in this prospectus are subject to various and significant risks and uncertainties, including those which are beyond our control. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should thoroughly read this prospectus and the documents we refer to in this prospectus and have filed as exhibits to the registration statement of which this prospectus forms a part, with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements. We disclaim any obligation to update our forward-looking statements, except as required by law.

Industry Data and Forecasts

This prospectus contains data related to the mobile gaming industry in China. This industry data includes projections that are based on a number of assumptions which have been derived from industry and government sources which we believe to be reasonable. The mobile gaming industry may not grow at the rate projected by industry data, or at all. The failure of the industry to grow as anticipated is likely to have a material adverse effect on our business and the market price of our Class A Ordinary Shares. In addition, the rapidly changing nature of the mobile gaming industry subjects any projections or estimates relating to the growth prospects or future condition of our industry to significant uncertainties. Furthermore, if any one or more of the assumptions underlying the industry data turns out to be incorrect, actual results may, and are likely to, differ from the projections based on these assumptions.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated under the laws of the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of exchange control or currency restrictions, and the availability of professional and support services. The Cayman Islands, however, has a less comprehensive body of securities laws as compared to the United States and provides significantly less protection for investors than the United States. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

Substantially all of our operations are conducted outside the United States, and substantially all of our assets are outside the United States. In addition, four of our seven directors and officers, namely Feng Xie, Yimin Cai, Ling Yan, and Xi Yan, are residents of the PRC. All or a substantial portion of the assets of these directors and officers are located outside the United States. As a result, it may be difficult for shareholders to effect service of process within the United States upon these four directors and officers, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Ogier, our counsel with respect to the laws of the Cayman Islands, JunHe LLP, our counsel with respect to PRC law, and Jun He Law Offices, our counsel with respect to the laws of Hong Kong, have advised that there is uncertainty as to whether the courts of the Cayman Islands or the PRC or Hong Kong would (i) recognize or enforce judgments of courts of the United States against us based on certain civil liability provisions of U.S. securities laws or (ii) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Ogier has further advised that there is currently no statutory enforcement of judgments obtained in the United States. A judgment obtained in the United States, however, may be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (i) is given by a foreign court of competent jurisdiction; (ii) is final; (iii) is not in respect of taxes, a fine or a penalty; (iv) is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman Islands; (v) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; and (vi) was not obtained by fraud. Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments, such as declaratory orders, orders for performance of contracts, and injunctions.

JunHe LLP has further advised that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. There are no treaties or other forms of reciprocity between China and the United States for the mutual recognition and enforcement of court judgments. JunHe LLP has further advised that under PRC law, PRC courts will not enforce a foreign judgment against us or our officers and directors if the court decides that such judgment violates the basic principles of PRC law or national sovereignty, security or public interest, thus making the recognition and enforcement of a U.S. court judgment in China difficult.

Jun He Law Offices has further advised that there are currently no treaties or other arrangements between Hong Kong and the United States that provide reciprocal enforcement of foreign judgments. However, Hong Kong’s common law permits an action to be brought upon a foreign judgment. A foreign judgment itself may form the basis for a cause of action as judgment may be regarded as creating a debt between the parties. In a common law action for the enforcement of a foreign judgment in Hong Kong, enforcement is subject to various conditions, including, but not limited to: (i) the foreign judgment is final, (ii) the foreign judgment is for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, (iii) the proceedings in which the judgment was obtained were not contrary to natural justice, and (iv) the enforcement of the judgment is not contrary to the public policy of Hong Kong. Such a judgment must be for a fixed sum and come from a competent court as determined by the private international law applied by the Hong Kong courts. The defenses available to a defendant in a common law action brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and contrary to public policy. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the Resale Shares. The Selling Shareholders will receive all of the net proceeds from the sales of the Resale Shares under this prospectus. We have agreed to bear the expenses relating to the registration of the Resale Shares for the Selling Shareholders.

DIVIDEND POLICY

Since our inception, we have not declared or paid cash dividends on our Class A Ordinary Shares. Any decision to pay dividends in the future will be subject to a number of factors, including our financial condition, results of operations, the level of our retained earnings, capital demands, general business conditions, and other factors our board of directors may deem relevant. We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the operation, development, and growth of our business, and, as a result, we do not expect to pay any dividends in the foreseeable future. Consequently, we cannot give any assurance that any dividends may be declared and paid in the future.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Following the Business Combination, we conduct business through Gamehaus and its subsidiaries. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. This discussion is based on the unaudited condensed consolidated financial statements and related notes of Gamehaus Holdings for the nine months ended March 31, 2025, which reflect the financial condition and results of operations of the combined company following the Business Combination, and on the audited financial statements and related notes of Gamehaus for the fiscal years ended June 30, 2024 and 2023, which reflect the financial condition and results of operations of Gamehaus prior to the Business Combination. For purposes of this section only, references to “the Company” refer to Gamehaus Holdings or Gamehaus, as applicable.

Business Overview

We are an exempted company with limited liability incorporated in the Cayman Islands. As a holding company with no material operations of its own, we conduct all of our operations through our Operating Subsidiaries in Singapore, Hong Kong, and mainland China. The Operating Subsidiaries are technology-driven mobile game publishing companies dedicated to nurturing partnerships with and amplifying the success of small- and medium-sized game developers. With its data-driven commercialization support and optimized game distribution solutions, the Operating Subsidiaries help small- and medium-sized game developers stay competitive in the global gaming market.

As a game publisher targeting the global market, our Operating Subsidiaries distribute mobile games created by our developer partners across a wide range of gaming markets worldwide, including in countries such as the U.S., the U.K., Australia, Germany, France, Canada, Brazil, Japan, and India, among others. As of the date of this prospectus, hawse have built a diverse game portfolio across multiple genres, including social casino, match, simulation, RPG, puzzle, and bingo. See “Business—Game Genres and Portfolio.” The Operating Subsidiaries’ most popular game category is social casino, and the majority of their users for this genre are located in Europe and North America. As a result, more than 75% of its revenue for the nine months ended March 31, 2025 and the fiscal years ended June 30, 2024 and 2023 was derived from the European and North American markets. As of the date of this prospectus, the Operating Subsidiaries have published approximately 110 mobile games and has achieved over 200 million cumulative downloads.