Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On November 2, 2026, Gamehaus Holdings Inc. (“Gamehaus”) entered into a share purchase agreement (the “Acquisition”) to purchase a 49% equity interest in Techforge Co., Ltd. (“Techforge”) from certain selling shareholders, including Funtery Holding Limited, an entity controlled by Mr. Feng Xie, Gamehaus’s founder and chairman. The aggregate consideration is $19.6 million, payable by issuing 24,500,000 Class A ordinary shares of Gamehaus at $0.80 per share. Substantially concurrently, Gamehaus entered into a share subscription agreement with Techforge, under which Gamehaus agreed to invest $7.0 million in cash in Techforge in exchange for 2,526 newly issued shares in Techforge (the “Subscription”). Following completion of both transactions, Gamehaus holds approximately 56% of Techforge. The transactions contemplated by the Techforge Share Purchase Agreement were consummated on November 9, 2026, and the transactions contemplated by the Techforge Share Subscription Agreement are expected to be consummated in November 2026.
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended. It presents the effect of Gamehaus’s acquisition of a 56% controlling interest in Techforge. These transactions are between entities under common control and are accounted for as a combination of businesses under common control in accordance with ASC Topic 805-50, Transactions Between Entities Under Common Control. Under ASC 805-50, Techforge’s assets and liabilities are carried over at their historical carrying amounts.
The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the transactions as if they had been completed on June 30, 2026. The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2026 gives effect to the transactions as if they had been completed on July 1, 2025, the beginning of Gamehaus’s fiscal year. The information has been derived from Gamehaus’s audited historical consolidated financial statements for the year ended June 30, 2026 included in the Company’s Annual Report on Form 20-F filed to the SEC on September 29, 2026, and Techforge’s audited historical financial statements for the year ended June 30, 2026, included as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K furnished to the SEC by the Company on November 10, 2026. The unaudited pro forma condensed combined financial information should be read together with those historical financial statements and the related notes.
The unaudited pro forma condensed combined financial information includes only Transaction Accounting Adjustments that are directly attributable to the transactions, factually supportable, and expected to have a continuing impact. The adjustments reflect the reclassification of noncontrolling interests and the elimination of intercompany balances and transactions. No Autonomous Entity Adjustments are required, and no Management’s Adjustments are presented.
The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been achieved if the transactions had been completed on the dates assumed, nor is it necessarily indicative of the results of operations that may be realized in the future. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of U.S. Securities and Exchange Commission Regulation S-X. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial information have been made, as further described in the accompanying notes.
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2026
(Expressed in U.S. dollars, except for the number of shares)
| A | B | |||||||||||||||||
| Gamehaus | Techforge | Pro Forma | Pro Forma | |||||||||||||||
| 2026 | 2026 | Adjustments | Notes | Combined | ||||||||||||||
| ASSETS | ||||||||||||||||||
| CURRENT ASSETS: | ||||||||||||||||||
| Cash and cash equivalents | $ | 17,566,879 | $ | 205,899 | $ | - | b | $ | 17,772,778 | |||||||||
| Restricted cash | 3,512 | - | - | 3,512 | ||||||||||||||
| Short-term investments | 5,102,400 | - | - | 5,102,400 | ||||||||||||||
| Accounts receivable, net | 8,042,595 | 13,729 | - | 8,056,324 | ||||||||||||||
| Advances to suppliers | 7,426,261 | - | - | 7,426,261 | ||||||||||||||
| Prepaid expenses and other current assets | 4,287,243 | 11,118 | (17,857 | ) | e | 4,280,504 | ||||||||||||
| TOTAL CURRENT ASSETS | $ | 42,428,890 | $ | 230,746 | $ | (17,857 | ) | $ | 42,641,779 | |||||||||
| NON-CURRENT ASSETS: | ||||||||||||||||||
| Property and equipment, net | 879,345 | 46,069 | - | 925,414 | ||||||||||||||
| Intangible assets, net | 3,518,876 | 483,412 | - | f | 4,002,288 | |||||||||||||
| Operating lease right-of-use assets, net | 1,699,352 | - | - | 1,699,352 | ||||||||||||||
| Long-term investments | 2,266,420 | - | - | 2,266,420 | ||||||||||||||
| Other non-current assets | 4,347,772 | - | - | f | 4,347,772 | |||||||||||||
| TOTAL NON-CURRENT ASSETS | $ | 12,711,765 | $ | 529,481 | $ | - | $ | 13,241,246 | ||||||||||
| TOTAL ASSETS | $ | 55,140,655 | $ | 760,227 | $ | (17,857 | ) | $ | 55,883,025 | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||||||
| Short-term loans | 764,281 | 737,886 | - | 1,502,167 | ||||||||||||||
| Accounts payable | 11,435,530 | 41,742 | - | 11,477,272 | ||||||||||||||
| Contract liabilities | 1,471,074 | 3,592 | - | 1,474,666 | ||||||||||||||
| Accrued expenses and other current liabilities | 957,955 | 242,421 | - | 1,200,376 | ||||||||||||||
| Lease liabilities - current | 279,825 | - | - | 279,825 | ||||||||||||||
| Taxes payable | 44,920 | - | - | 44,920 | ||||||||||||||
| Due to a related party | - | 17,857 | (17,857 | ) | e | - | ||||||||||||
| TOTAL CURRENT LIABILITIES | $ | 14,953,585 | $ | 1,043,498 | $ | (17,857 | ) | $ | 15,979,226 | |||||||||
| NON-CURRENT LIABILITIES: | ||||||||||||||||||
| Lease liabilities - non-current | 1,532,181 | - | - | 1,532,181 | ||||||||||||||
| Deferred tax liabilities | - | 64,946 | - | 64,946 | ||||||||||||||
| TOTAL NON-CURRENT LIABILITIES | $ | 1,532,181 | $ | 64,946 | $ | - | $ | 1,597,127 | ||||||||||
| TOTAL LIABILITIES | $ | 16,485,766 | $ | 1,108,444 | $ | (17,857 | ) | $ | 17,576,353 | |||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||||||||||||
| Class A ordinary shares | 4,952 | - | 2,450 | a | 7,402 | |||||||||||||
| Class B ordinary shares | 780 | - | - | 780 | ||||||||||||||
| Ordinary shares | - | 1 | (1 | ) | - | |||||||||||||
| Additional paid-in capital | 11,287,138 | $ | 999,999 | 343,891 | a,c | 12,631,028 | ||||||||||||
| Treasury stock | (599,999 | ) | - | - | (599,999 | ) | ||||||||||||
| Retained earnings (Accumulated deficit) | 27,825,836 | (1,332,321 | ) | - | 26,493,515 | |||||||||||||
| Accumulated other comprehensive income (loss) | 683,791 | (15,896 | ) | - | 667,895 | |||||||||||||
| TOTAL SHAREHOLDERS’ EQUITY | $ | 39,202,498 | $ | (348,217 | ) | $ | 346,340 | $ | 39,200,621 | |||||||||
| Non-controlling interests | (547,609 | ) | - | (346,340 | ) | d | (893,949 | ) | ||||||||||
| TOTAL EQUITY | $ | 38,654,889 | $ | (348,217 | ) | $ | - | $ | 38,306,672 | |||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 55,140,655 | $ | 760,227 | $ | (17,857 | ) | $ | 55,883,025 | |||||||||
The accompanying notes are an integral part of the condensed combined financial statements.
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended June 30, 2026
(Expressed in U.S. dollars, except for the number of shares)
| A | B | |||||||||||||||||
| Gamehaus | Techforge | Pro Forma | Pro Forma | |||||||||||||||
| 2026 | 2026 | Adjustments | Notes | Combined | ||||||||||||||
| Revenue | $ | 104,651,590 | $ | 108,962 | $ | (91,984 | ) | e | $ | 104,668,568 | ||||||||
| Cost of revenues | (49,480,191 | ) | (656,658 | ) | 91,984 | e | (50,044,865 | ) | ||||||||||
| Gross profit | $ | 55,171,399 | $ | (547,696 | ) | $ | - | $ | 54,623,703 | |||||||||
| OPERATING EXPENSES: | ||||||||||||||||||
| General and administrative expenses | (6,431,723 | ) | (222,498 | ) | - | (6,654,221 | ) | |||||||||||
| Selling and marketing expenses | (41,020,636 | ) | (281,897 | ) | - | (41,302,533 | ) | |||||||||||
| Research and development expenses | (6,343,012 | ) | (278,776 | ) | - | (6,621,788 | ) | |||||||||||
| Total operating expenses | $ | (53,795,371 | ) | $ | (783,171 | ) | $ | - | $ | (54,578,542 | ) | |||||||
| Income (loss) from operations | $ | 1,376,028 | $ | (1,330,867 | ) | $ | - | $ | 45,161 | |||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||||||||
| Investment income, net | 1,921,032 | - | - | 1,921,032 | ||||||||||||||
| Interest income | 543,365 | 2,841 | - | 546,206 | ||||||||||||||
| Other income (expense), net | 30,160 | (6,462 | ) | - | 23,698 | |||||||||||||
| Total other income (expense), net | $ | 2,494,557 | $ | (3,621 | ) | $ | - | $ | 2,490,936 | |||||||||
| Income (loss) before income taxes | $ | 3,870,585 | $ | (1,334,488 | ) | $ | - | $ | 2,536,097 | |||||||||
| Income tax expense | 18,540 | 63,007 | - | 81,547 | ||||||||||||||
| Net income (loss) | $ | 3,852,045 | $ | (1,397,495 | ) | $ | - | $ | 2,454,550 | |||||||||
| Less: net loss attributable to non-controlling interests | (430,790 | ) | - | (614,898 | ) | d | (1,045,688 | ) | ||||||||||
| Net income (loss) attributable to the Company | $ | 4,282,835 | $ | (1,397,495 | ) | $ | 614,898 | $ | 3,500,238 | |||||||||
| Net income (loss) | $ | 3,852,045 | $ | (1,397,495 | ) | $ | - | $ | 2,454,550 | |||||||||
| OTHER COMPREHENSIVE INCOME: | ||||||||||||||||||
| Foreign currency translation adjustment, net of tax | 1,961,136 | (15,878 | ) | - | 1,945,258 | |||||||||||||
| Total comprehensive income (loss) | $ | 5,813,181 | $ | (1,413,373 | ) | $ | - | $ | 4,399,808 | |||||||||
| Less: total comprehensive loss attributable to non-controlling interests | (429,667 | ) | - | (621,884 | ) | d | (1,051,551 | ) | ||||||||||
| Total comprehensive income (loss) attributable to the Company | $ | 6,242,848 | $ | (1,413,373 | ) | $ | 621,884 | $ | 5,451,359 | |||||||||
| WEIGHTED AVERAGE SHARES OUTSTANDING | ||||||||||||||||||
| basic and diluted | 53,389,642 | 10,000 | 24,500,000 | g | 77,889,642 | |||||||||||||
| EARNINGS (LOSS) PER SHARE | ||||||||||||||||||
| basic and diluted | $ | 0.08 | $ | (139.75 | ) | $ | - | g | $ | 0.04 | ||||||||
The accompanying notes are an integral part of the condensed combined financial statements
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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the transactions as if they had been completed on June 30, 2026. The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2026 gives effect to the transactions as if they had been completed on July 1, 2025, the beginning of Gamehaus’s fiscal year. The information has been derived from Gamehaus’s audited historical consolidated financial statements for the year ended June 30, 2026 included in the Company’s Annual Report on Form 20-F filed to the SEC on September 29, 2026, and Techforge’s audited historical financial statements for the year ended June 30, 2026, included as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K furnished to the SEC by the Company on November 10, 2026.
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended, to illustrate the effect of Gamehaus’s acquisition of a 56% controlling interest in Techforge. The transactions are between entities under common control within the scope of ASC 805-50 and are accounted for using Techforge’s historical carrying amounts. Accordingly, no purchase price allocation, fair value step-up, bargain purchase gain, identifiable intangible asset, or goodwill is recognized. Any difference between the consideration and Techforge’s historical carrying amounts is recorded within equity. Noncontrolling interests are reclassified based on the confirmed ownership and equity allocation, and intercompany balances and transactions between Gamehaus and Techforge are eliminated.
Management has made significant estimates and assumptions in determining the pro forma adjustments. The pro forma adjustments reflecting the consummation of the Acquisition and Subscription are based on certain currently available information and certain assumptions and methodologies that the Company believes are reasonable under the circumstances. The unaudited pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. The Company believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Acquisition and Subscription based on information available to management and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or balance sheets that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company.
The unaudited pro forma condensed combined financial information does not necessarily reflect what the combined company’s financial condition or results of operations would have been had the transactions occurred on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual balance sheets and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
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Note 2 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction, or Transaction Accounting Adjustments, and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur, or Management’s Adjustments. The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.
Note 3 - Pro Forma Adjustments
The following describes the Transaction Accounting Adjustments made in the accompanying unaudited pro forma condensed combined financial information:
| (a) | Share consideration. Reflects the issuance of 24,500,000 Class A ordinary shares at $0.80 per share, or $19.6 million, and the corresponding increase in Class A ordinary shares of $2,450 and additional paid-in capital of $19,597,550 before common-control equity reclassification. |
| (b) | Cash subscription. Reflects Gamehaus’s $7.0 million subscription for 2,526 newly issued Techforge ordinary shares. The funding remains within the combined group and has no net effect on consolidated cash. |
| (c) | Common-control equity reclassification. Because the transaction is accounted for under ASC 805-50, total equity does not change as a result of the share consideration. The pro forma reflects a negative $19,568,724 common-control reserve within additional paid-in capital, the elimination of Techforge’s $1 Ordinary share, and an aggregate $343,891 additional paid-in capital adjustment. Techforge’s historical equity is allocated between Gamehaus and non-controlling interests. |
| (d) | Non-controlling interests. Techforge’s non-controlling interest balance is negative $346,340, comprising $314,286 of allocated paid-in capital and negative $660,626 in aggregate for allocated accumulated deficit and accumulated other comprehensive loss. For the statement of operations, Techforge’s net loss is allocated to non-controlling interests at 44.0%, reflecting Gamehaus’s 56% post-subscription ownership interest. |
| (e) | Intercompany eliminations. The pro forma eliminates a $17,857 balance against prepaid expenses and other current assets and due to related parties. Revenue and cost of revenue are each reduced by $91,984 for services between Techforge and Gamehaus. |
| (f) | Goodwill and purchase accounting. No goodwill, identifiable intangible asset, deferred tax liability, or other purchase accounting adjustment is recognized related to the Acquisition and Subscription because the transaction is a common-control combination measured at historical carrying amounts. |
| (g) | Earnings per share. Pro forma weighted average shares outstanding are 77,889,642, comprising 53,389,642 historical shares and 24,500,000 shares issued in the transaction. Pro forma basic and diluted net income per share is $0.04. |
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