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Gamehaus Holdings Inc. – ‘F-4’ on 4/3/24

On:  Wednesday, 4/3/24, at 9:43pm ET   ·   As of:  4/4/24   ·   Accession #:  1829126-24-2203   ·   File #:  333-278499

2 References:   To:  Golden Star Acquisition Corp. – ‘8-K’ on 5/5/23 for 5/4/23 To:  Golden Star Acquisition Corp. – ‘S-1’ on 12/9/21 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/04/24  Gamehaus Holdings Inc.            F-4                   16:9M                                     Empire Filings/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-4         Registration Statement by a Foreign Issuer -        HTML   5.95M 
                Securities for a Merger                                          
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML    800K 
 3: EX-10.8     Material Contract                                   HTML     78K 
 4: EX-21.1     Subsidiaries List                                   HTML     19K 
 5: EX-23.1     Consent of Expert or Counsel                        HTML      7K 
 6: EX-23.2     Consent of Expert or Counsel                        HTML      7K 
 7: EX-23.5     Consent of Expert or Counsel                        HTML      8K 
 8: EX-23.6     Consent of Expert or Counsel                        HTML      9K 
16: EX-FILING FEES  Exhibit 107                                     HTML     53K 
 9: EX-99.2     Miscellaneous Exhibit                               HTML      8K 
10: EX-99.3     Miscellaneous Exhibit                               HTML      8K 
11: EX-99.4     Miscellaneous Exhibit                               HTML      8K 
12: EX-99.5     Miscellaneous Exhibit                               HTML      8K 
13: EX-99.6     Miscellaneous Exhibit                               HTML      8K 
14: EX-99.7     Miscellaneous Exhibit                               HTML      8K 
15: EX-99.8     Miscellaneous Exhibit                               HTML     10K 

As filed with the U.S. Securities and Exchange Commission on April 3, 2024

Registration No. 333-[●]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form F-4

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:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the Business Combination contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

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(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. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

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 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, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. Gamehaus Holdings Inc. may not issue these securities until the registration statement filed with the U.S. Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS, SUBJECT TO COMPLETION, DATED APRIL 3, 2024

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

GOLDEN STAR ACQUISITION CORPORATION

PROSPECTUS FOR UP TO 58,776,793 CLASS A ORDINARY SHARES OF GAMEHAUS HOLDINGS INC.

References herein to “Gamehaus” refer to Gamehaus Inc., a Cayman Islands exempted company. References to “Pubco,” the issuer of all securities being registered pursuant to this registration statement, refer to Gamehaus Holdings Inc., a Cayman Islands exempted company. After the Business Combination (as defined below), Gamehaus will be the wholly owned subsidiary of Pubco.

The board of directors of Golden Star Acquisition Corporation, an exempted company incorporated in the Cayman Islands (“Golden Star” or “Purchaser”), has unanimously approved that certain Business Combination Agreement, dated as of September 16, 2023 (as may be further amended and/or amended and restated, the “Business Combination Agreement” or “BCA”), with G-Star Management Corporation, a British Virgin Islands company, in its 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 (as defined below) from and after the Closing (as defined below), Pubco, Gamehaus 1 Inc., an exempted company with limited liability incorporated in the Cayman Islands and a wholly owned subsidiary of Pubco (the “First Merger Sub”), Gamehaus 2 Inc., an exempted company with limited liability incorporated in the Cayman Islands and a wholly owned subsidiary of Pubco (the “Second Merger Sub”), and Gamehaus Inc., an exempted company with limited liability incorporated in the Cayman Islands (“Gamehaus”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) the First Merger Sub will merge with and into Gamehaus (the “First Merger”), with Gamehaus surviving the First Merger as a wholly owned subsidiary of Pubco and the outstanding shares of Gamehaus being converted into the right to receive shares of Pubco; and (b) the Second Merger Sub will merge with and into Golden Star (the “Second Merger,” and together with the First Merger, the “Mergers”), with Golden Star surviving the Second Merger as a wholly owned subsidiary of Pubco and the outstanding securities of Golden Star being converted into the right to receive substantially equivalent securities of Pubco (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”).

Consideration

Under the Business Combination Agreement, the Aggregate Merger Consideration Amount (as defined below) to be paid to the shareholders of Gamehaus is $500,000,000 and will be paid entirely in shares, comprised of newly issued Class A and Class B Ordinary Shares (as defined below) of Pubco, with each share valued at the Per Share Price (as defined below).

As a result of the Mergers, (i) each of the ordinary shares of Gamehaus that are issued and outstanding immediately prior to the First Merger Effective Time (as defined below), except for the specially designated ordinary shares of Gamehaus (the “Gamehaus Specially Designated Ordinary Shares”), will be cancelled and converted into the right to receive such number of Pubco Class A Ordinary Shares equal to the Exchange Ratio (as defined below) in accordance with the Business Combination Agreement; (ii) each Gamehaus Specially Designated Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time will be cancelled and converted into the right to receive the number of Pubco Class B Ordinary Shares equal to the Exchange Ratio; (iii) each preferred share of Gamehaus that is issued and outstanding immediately prior to the First Merger Effective Time will be first converted into such number of ordinary shares of Gamehaus pursuant to the terms and conditions of the memorandum and articles of association of Gamehaus, as amended, and immediately thereafter such resulting ordinary shares will be converted into the right to receive such number of Pubco Class A Ordinary Shares based on the Exchange Ratio; (iv) each public or private unit of Golden Star that is issued and outstanding immediately prior to the Effective time (as defined below) shall be automatically detached and the holder thereof shall be deemed to hold one ordinary share of Golden Star and one right of Golden Star; (v) each ordinary share of Golden Star (including shares held by Golden Star’s Public Shareholders (as defined below) as well as Golden Star’s affiliates) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and automatically converted into the right to receive one Pubco Class A Ordinary Share; and

(vi) each issued and outstanding Golden Star right shall be cancelled and automatically converted into two-tenths of one Pubco Class A Ordinary Share. The newly issued Pubco Class A Ordinary Shares will have the same economic terms as the newly issued Pubco Class B Ordinary Shares, except that each Pubco Class B Ordinary Share will be entitled to 15 votes per share compared with one vote per share for Pubco Class A Ordinary Shares with all Pubco Ordinary Shares (as defined below) voting together as a single class on most matters. See “Description of Pubco Securities.” Funtery Holding Limited, a British Virgin Islands company indirectly owned and controlled by Feng Xie, Gamehaus’ founder and director, will beneficially own all of the issued Pubco Class B Ordinary Shares immediately following the consummation of the Business Combination. The newly issued Pubco Class A Ordinary Shares to be received by Golden Star’s Public Shareholders and affiliates in connection with Transactions will be entitled to one vote for each share held of record on all matters to be voted on by shareholders. Holders of Pubco Class A Ordinary Shares will not have any conversion, pre-emptive, or other subscription rights and there will be no sinking fund or redemption provisions applicable to Pubco Class A Ordinary Shares.

For the purposes of the Business Combination Agreement, the following terms have the meanings set forth below:

“Exchange Ratio” means the quotient of (i) the aggregate number of Gamehaus Merger Shares (as defined below) as of the First Merger Effective Time divided by (ii) Gamehaus Fully Diluted Shares (as defined below).

“Gamehaus Merger Shares” means a number of Pubco Ordinary Shares equal to the quotient determined by dividing (i) the Aggregate Merger Consideration Amount by (ii) the Per Share Price.

“Gamehaus Fully Diluted Shares” means the sum of (i) the aggregate number of ordinary shares of Gamehaus that are issued and outstanding as of immediately prior to the First Merger Effective Time, and (ii) the maximum number of ordinary shares of Gamehaus issuable upon full exercise, exchange, or conversion of all the preferred shares of Gamehaus, outstanding as of the First Merger Effective Time.

“Per Share Price” means the lower of (i) $10.00 (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations, and the like after the Closing) or (ii) the Redemption Price (as defined below).

“Redemption Price” means an amount equal to the price at which each share of Golden Star ordinary share is redeemed or converted pursuant to the Redemption in accordance with Golden Star’s amended and restated memorandum and articles of association (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations, and the like after the Closing).

If 5,303,393 ordinary shares of Golden Star are redeemed, which is the maximum number of ordinary shares of Golden Star that can be redeemed as of the date of this proxy statement/prospectus, Golden Star’s Public Shareholders, the Sponsor, and the Sellers (as defined below) are expected to beneficially own approximately 2.58%, 3.91%, and 93.50%, respectively, of the aggregate Ordinary Shares of Pubco and approximately 0.51%, 0.77%, and 98.72%, respectively, of the voting power of Pubco following the Closing. As such, Golden Star shareholders who do not redeem their ordinary shares of Golden Star will experience immediate and material dilution upon closing of the Business Combination. See “Interests of Golden Star’s Initial Shareholders, Directors, and Officers in the Business Combination” for more information on the securities Golden Star’s affiliates will receive in connection with the Transactions.

Prior to the consummation of the Business Combination, Mr. Feng Xie, the founder and Chairman of the Board of Directors of Gamehaus and Pubco, beneficially owns 46,839,944 ordinary shares of Gamehaus. Upon the consummation of the Business Combination, the Gamehaus ordinary shares beneficially owned by Mr. Xie, which are held through Funtery Holding Limited, will be converted into 46,839,944 Pubco Class B Ordinary Shares, representing 100% of Pubco’s issued Class B Ordinary Shares and 26.54% of the aggregate Ordinary Shares of Pubco, assuming no redemptions by Golden Star’s Public Shareholders. Pubco has a dual-class voting structure, consisting of Pubco Class A and Class B Ordinary Shares. Under this structure, holders of Pubco Class A Ordinary Shares are entitled to one vote per share, and holders of Pubco Class B Ordinary Shares are entitled to 15 votes per share. This unbalanced and disparate allocation of voting power will cause Mr. Xie, as the sole beneficial owner of Pubco Class B Ordinary Shares, to have a disparately higher concentration of voting power, representing approximately 84.42% of the aggregate voting power of Pubco Class A Ordinary Shares and Pubco Class B Ordinary Shares voting as a single class assuming no redemptions are made by the Golden Star Public Shareholders, or 86.07% of the aggregate voting power assuming 100% redemption by the Golden Star Public Shareholders of their Golden Star ordinary shares. As a result of the disparate voting power of the Pubco Class B Ordinary Shares beneficially owned by Mr. Xie, Mr. Xie will possess the ability to control Pubco’s business, including decisions regarding mergers, consolidations, and the sale of all or substantially all of its assets, the election of directors, and other significant corporate actions. Immediately following the consummation of the Business Combination, the most significant holders of Pubco Class A Ordinary Shares will be Joystick Holding Limited, True Thrive Limited, and Shanghai Yingben Investment Partnership (Limited Partnership), which will own 1.96%, 2.08%, and 1.63%, respectively, of the total voting power and 9.94%, 10.56%, and 8.28% of the aggregate equity interests of Pubco, assuming 100% redemption by the Golden Star Public Shareholders of their Golden Star ordinary shares.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of shareholders of Golden Star scheduled to be held on [●], 2024.

Golden Star’s Public Units (as defined below), Public Shares (as defined below), and Public Rights (as defined below) are currently listed on the Nasdaq Global Market under the symbols “GODNU,” “GODN,” and “GODNR,” respectively. Pubco will apply for listing, to be effective at the time of the Business Combination, of its Class A Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”) under the symbols “GMHS.” Pubco will not have units or rights traded following consummation of the Business Combination.

Each of Golden Star and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of shareholders of Golden Star. Golden Star encourages you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “Risk Factors” on page 43 of this proxy statement/prospectus.

Pubco, with Gamehaus being its wholly owned subsidiary post-Business Combination, is a holding company incorporated in the Cayman Islands with its headquarters in Shanghai, the People’s Republic of China (the “PRC”). Gamehaus conducts its operations through its operating subsidiaries in Hong Kong, Singapore, and mainland China, including Chongqing Haohan Network Technology Co., Ltd. (“Chongqing Haohan”), Shanghai Kuangre Network Technology Co., Ltd. (“Shanghai Kuangre”), and Gamepromo Co., Limited (“Gamepromo”), and various subsidiaries thereof. Investments in Pubco’s securities are not purchases of equity securities of these operating subsidiaries in Hong Kong, Singapore, or mainland China, but instead are purchases of equity securities of a Cayman Islands holding company with no material operations of its own.

Pubco is a holding company incorporated in the Cayman Islands with no material operations of its own and is not a Chinese operating company. As a result, Pubco will conduct all of its operations through its operating subsidiaries in Singapore, Hong Kong, and mainland China following the consummation of the Business Combination. The Pubco Class A Ordinary Shares offered in this proxy statement/prospectus are shares of the Cayman Islands holding company instead of shares of Pubco’s operating entities in the PRC. Holders of Pubco Class A Ordinary Shares do not directly own any equity interests in Pubco’s PRC subsidiaries, but will instead own shares of a Cayman Islands holding company. The Chinese regulatory authorities could disallow Pubco’s corporate structure, which would likely result in a material change in our operations and/or a material change in the value of Pubco Class A Ordinary Shares, including that it could cause the value of Pubco 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 Pubco’s holding company structure, which may result in a material change in its operations and/or a material change in the value of the securities Pubco is registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.” 

Pubco is subject to certain legal and operational risks associated with some of its subsidiaries being based in the PRC, which could impact the value of Pubco’s securities. 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 Pubco’s PRC subsidiaries, significant depreciation or a complete loss of the value of its securities, or a complete hindrance of its ability to offer, or continue to offer, its securities to investors. Please refer to the section entitled “Risk Factors—Risks Relating to Doing Business in the PRC” for a detailed discussion of such risks. 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 February 17, 2023, the China Securities Regulatory Commission (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 working days following their submission of an initial public offering or listing application. 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. The Trial Measures specify that the offering and listing of an issuer shall be deemed as an indirect overseas offering and listing of a PRC domestic company if, among other features, the issuer derives over 50% of the revenue, net income, total assets, or net assets from mainland China within the most recent completed fiscal year. As of the date of this proxy statement/prospectus, since Gamehaus generated over 50% of each of its revenue, net income, total assets, and net assets from outside mainland China for the fiscal year ended June 30, 2023, Pubco’s PRC counsel, JunHe LLP, has advised that the offering and listing of Pubco are unlikely to be considered a PRC domestic company’s indirect overseas offering and listing under the Trial Measures, and thus none of Pubco, Gamehaus, or their subsidiaries are required to complete filing procedures with the CSRC. However, since the Trial Measures are newly published and the legislation, administration, and jurisdiction authorities in China have broad discretion, even though Gamehaus does not fall into the definition of “an indirect overseas offering and listing of a PRC domestic company” explicitly stipulated in the Trail Measures, there remains a risk that the CSRC may nonetheless regard Gamehaus or Pubco as an issuer subject to the Trial Measures, and therefore Gamehaus or Pubco may be required to complete the filing with the CSRC in connection with the Business Combination. Given the substantial uncertainties surrounding the latest CSRC filing requirements, there is no assurance that, if ever required, Gamehaus or Pubco will be able to complete the filings and fully comply with relevant applicable laws or regulations on a timely basis, or at all. For a more detailed analysis, 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 Pubco or its subsidiaries to additional compliance requirements in the future.”

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 proxy statement/prospectus, none of Pubco, Gamehaus, or their 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 Pubco’s PRC counsel, JunHe LLP, none of Pubco, Gamehaus, or their subsidiaries are subject to cybersecurity review or network data security review by the CAC under the Cybersecurity Review Measures, or if the draft Regulations on the Network Data Security Administration (Draft for Comments) (the “Security Administration Draft”) are enacted as proposed, because neither Gamehaus nor its PRC subsidiaries are (i) network 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) network platform operators with personal information data of more than one million users. 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 on a foreign exchange, could adversely impact Gamehaus’ business.” 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 implementation rules that require Pubco and its subsidiaries to obtain regulatory approval from PRC authorities before listing in the U.S. If Pubco fails to receive or maintain such approval, or inadvertently concludes that such approval is not required, or applicable laws, regulations, or interpretations change such that Pubco is required to obtain approval in the future, Pubco may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting it from conducting an offering of its securities, and these risks could result in a material adverse change in its operations and the value of Pubco Class A Ordinary Shares post-Business Combination, significantly limit or completely hinder Pubco’s ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

The same legal and operational risks associated with operations in China also apply to operations in Hong Kong. Hong Kong was established as a special administrative region of the PRC in accordance with Article 31 of the Constitution of the PRC. The Basic Law of the Hong Kong Special Administrative Region of the PRC (the “Basic Law”) was adopted and promulgated on April 4, 1990 and became effective on July 1, 1997, when the PRC resumed the exercise of sovereignty over Hong Kong. Pursuant to the Basic Law, Hong Kong is authorized by the National People’s Congress of the PRC to exercise a high degree of autonomy and enjoy executive, legislative, and independent judicial power, under the principle of “one country, two systems,” and the PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs, and other matters that are not within the scope of autonomy). However, there is no assurance that there will not be any changes in the economic, political, and legal environment in Hong Kong in the future. Due to the uncertainty of the PRC legal system and changes in laws, regulations, or policies, the Basic Law may be revised in the future, and thus, Pubco and its subsidiaries may face the same legal and operational risks associated with operating in the PRC. If there is a significant change to current political arrangements between mainland China and Hong Kong, or if the applicable laws, regulations, or interpretations change, Pubco’s Hong Kong subsidiaries following the Business Combination, which include Gamehaus HK, Gamepromo, Dataverse, and Avid.ly, may become subject to PRC laws or authorities. As a result, Pubco’s Hong Kong subsidiaries could incur material costs to ensure compliance, be subject to fines, experience devaluation of securities or delisting, no longer conduct offerings to foreign investors, and no longer be permitted to continue their current business operations. The main legislation in Hong Kong concerning data security is the Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong) (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. As of the date of this proxy statement /prospectus, Gamehaus and each of its Hong Kong subsidiaries have complied with the laws and requirements in respect of data security in Hong Kong. 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 their responsibilities in that regard. Failure to comply with the cybersecurity and data privacy requirements in a timely manner, or at all, may subject Pubco, Gamehaus, or their Hong Kong subsidiaries to consequences, including government enforcement actions and investigations, fines, penalties, and suspension or disruption of such Hong Kong subsidiaries’ operations. In addition, 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. As of the date of this proxy statement/prospectus, Gamehaus and its Hong Kong subsidiaries have complied with all three areas of anti-competition laws and requirements in Hong Kong. As confirmed by Pubco’s Hong Kong counsel, Jun He Law Offices, neither the data security nor antimonopoly laws and regulations in Hong Kong restrict their ability to accept foreign investment or impose limitation on Pubco’s ability to list on any U.S. stock exchange under Hong Kong laws and regulations. See “Risk Factors—Risks Relating to Doing Business in the PRC—Some of Gamehaus’ 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.”

The Holding Foreign Companies Accountable Act (the “HFCA Act”), as amended by the “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) requires the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect its auditors for three consecutive years beginning in 2022 or two consecutive years beginning in 2023. Pubco’s auditor is headquartered in Singapore, and 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 Pubco’s auditor and Pubco’s auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. If trading in Pubco 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 Pubco Class A Ordinary Shares and trading in Pubco 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 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 obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board 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 Pubco’s listing on Nasdaq or future offerings of its securities in the U.S.”

As of the date of this proxy statement/prospectus, none of Pubco’s subsidiaries have paid any dividends or made any distributions to Pubco and Pubco has not paid any dividends or made any distributions to its shareholders. As of the date of this proxy statement/prospectus, no dividends, distributions, or any other transfers of cash or other assets have occurred among Gamehaus, its subsidiaries, or its investors. See “Summary of the Proxy Statement/Prospectus—Selected Historical Financial Information of Gamehaus,” and Gamehaus’ unaudited condensed consolidated interim financial statements for the six months ended December 31, 2023 and its audited consolidated financial statements for the years ended June 30, 2023 and 2022. Following the consummation of the Business Combination, Pubco intends to keep any future earnings to finance the expansion of its business, and it does not anticipate that any cash dividends will be paid in the foreseeable future. If Pubco determines to pay dividends on any of its Class A or Class B Ordinary Shares in the future, as a holding company, it will be dependent on receipt of funds from Gamehaus BVI, which is dependent on receipt of funds from Gamehaus HK, which will in turn rely on payments made from Gamepromo, Shanghai Kuangre, and Chongqing Haohan. 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 Pubco’s ability to transfer cash between Pubco, its subsidiaries, and its investors, primarily reflected in the following aspects: (i) Pubco is restricted from providing capital or loans to its PRC subsidiaries, which may adversely affect the operations of its PRC subsidiaries; (ii) following the consummation of the Business Combination, Pubco’s PRC subsidiaries may be restricted from paying dividends to Pubco; and (iii) if Pubco is unable to obtain dividends from its PRC subsidiaries, it may adversely impact its dividends distribution to investors. See “Risk Factors—Risks Relating to Doing Business in the PRC—PRC regulations relating to offshore investment activities by PRC residents may limit Gamehaus’ PRC subsidiaries’ ability to increase their registered capital or distribute profits to Gamehaus or otherwise expose Gamehaus to liability and penalties under PRC law.” 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 Pubco or its 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 Pubco or its subsidiaries to transfer cash or assets. See “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, due to interventions in or the imposition of restrictions and limitations on the ability of Pubco or its subsidiaries by the PRC government to transfer cash or assets.” Gamehaus has established, and Pubco expects to apply the same, controls and procedures for cash flows within its organization based on internal cash management policies established by its finance department, discussed, considered, and reviewed by the relevant departments in Gamehaus, and approved by its Chairman of the Board of Directors. Specifically, Gamehaus’ finance department supervises cash management, following the instructions of its management. Gamehaus’ finance department is responsible for establishing its cash operation plan and coordinating cash management matters among its 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 Gamehaus’ finance department. The finance department reviews the cash demand plan and prepares a summary for the management of Gamehaus. Management examines and approves the allocation of cash based on the sources of cash and the priorities of the needs. Other than the above, Gamehaus currently do not have other cash management policies or procedures that dictate how funds are transferred.

Pubco is, and will be after the consummation of the Transactions, considered a “foreign private issuer” under the Securities Exchange Act of 1934 (the “Exchange Act”) and 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, Pubco is 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 it 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. Pubco is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, Pubco’s 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 Pubco’s securities. Accordingly, after the Business Combination, if you continue to hold Pubco’s securities, you may receive less or different information about Pubco than you currently receive about Golden Star.

In addition, as a “foreign private issuer,” Pubco is 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. Pubco currently intends to follow some, but not all, of the corporate governance requirements of Nasdaq. With respect to the corporate governance requirements Pubco does follow, Pubco cannot give assurances that it 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 Pubco to follow its home country practice. Unlike the requirements of Nasdaq, Pubco is 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 is Pubco required to have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors, or to have regularly scheduled executive sessions with only independent directors each year. Such Cayman Islands home country practices may afford less protection to holders of Ordinary Shares. For additional information regarding the home country practices Pubco intends to follow in lieu of Nasdaq requirements, see the section of this proxy statement/prospectus entitled “Management of Pubco Following the Business Combination—Corporate Governance Practices.”

Pubco would lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Pubco’s outstanding voting securities become directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of Pubco’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Pubco’s assets are located in the United States; or (iii) Pubco’s business is administered principally in the United States. If Pubco loses its status as a foreign private issuer in the future, it 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 it were a company incorporated in the United States. If this were to happen, Pubco would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Pubco’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [●], 2024, and is first being mailed to Golden Star’s security holders on or about [●], 2024.

GOLDEN STAR ACQUISITION CORPORATION
99 Hudson Street, 5th Floor

New York, New York 10013

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON [●], 2024

TO THE SHAREHOLDERS OF GOLDEN STAR ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Golden Star Acquisition Corporation (“Golden Star”), a company incorporated in the Cayman Islands, will be held at 10:00 a.m. Eastern Time, on [●], 2024, at the office of [●]. You can participate in the meeting, vote, and submit questions in person or via live webcast by visiting [●] with the password of [●] and entering the voter control number included on your proxy card. You will not be required to attend the meeting in person in order to vote, and Golden Star encourages virtual participation. You are cordially invited to attend the meeting via the live webcast noted above, which will be held for the following purposes:

These items of business are described in the attached proxy statement/prospectus, which Golden Star encourages you to read in its entirety before voting. Only holders of record of Golden Star ordinary shares at the close of business on the Record Date are entitled to notice of the meeting and to vote and have their votes counted at the meeting and any adjournments of the meeting.

Pursuant to the Golden Star’s Amended and Restated Articles of Association, a holder of Golden Star’s public shares (a “Golden Star Public Shareholder” or “Public Shareholder”) may request that Golden Star redeem all or a portion of such public shares for cash in connection with the completion of the Business Combination. Holders of units must elect to separate the units into the underlying public shares and rights prior to exercising redemption rights with respect to the public shares. If holders hold their Golden Star Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and rights, or if a holder holds units registered in its own name, the holder must contact Vstock Transfer, LLC (“Vstock”), Golden Star’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Vstock in order to validly redeem its shares. Golden Star Public Shareholders may elect to redeem their public shares regardless of whether or not they vote on any of the Proposals and whether they vote “For” or “Against” any of the Proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a Golden Star Public Shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Vstock, Golden Star will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to Golden Star for tax purposes. For illustrative purposes, as of December 31, 2023, this would have amounted to approximately $[●] per issued and outstanding share. If a Golden Star Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares (but will continue to own rights). See the section entitled “Extraordinary General Meeting of Golden Star Shareholders—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a Golden Star Public Shareholder, together with any affiliate of such Golden Star Public Shareholder or any other person with whom such Golden Star Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act, will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a Golden Star Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

In addition, in no event will Golden Star redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after taking into account holders that have properly demanded redemption of their Public Shares, upon the consummation of the Business Combination, into cash and the proceeds of any private placement.

Golden Star is providing the accompanying proxy statement/prospectus and accompanying proxy card to Golden Star Shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination, and other related business to be considered by Golden Star Shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/​prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all of Golden Star Shareholders should read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 43 of the accompanying proxy statement/prospectus.

After careful consideration, Golden Star’s board of directors has determined that (i) the Business Combination Proposal, (ii) the Merger Proposal, (iii) the Charter Proposal, (iv) the Organizational Documents Advisory Proposal, (v) the Equity Incentive Plan Proposal, (vi) the Share Issuance Proposal, and (vii) the Adjournment Proposal are fair to and in the best interests of Golden Star and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Charter Proposal, “FOR” the Organizational Documents Advisory Proposals, “FOR” the Equity Incentive Plan Proposal, “FOR” the Share Issuance Proposal, and “FOR” the Adjournment Proposal, if presented.

Under the Business Combination Agreement, the approval of the Business Combination Proposal is a condition to the consummation of the Business Combination. The approval of the Second Plan of Merger is a requirement under the Companies Act (Revised) of the Cayman Islands (the “Cayman Companies Act”). If the Business Combination Proposal, including the Second Plan of Merger, is not approved by Golden Star’s shareholders, the Business Combination will not be consummated.

Additionally, the Business Combination Proposal is conditioned on the approval of each of the Merger Proposal, the Charter Proposal, and the Share Issuance Proposal. The vote on the Charter Proposal is not required by Cayman Islands laws (namely, the law of the jurisdiction of incorporation of Golden Star and the law of the jurisdiction of organization of Pubco). However, pursuant to SEC guidance, Golden Star is submitting the Charter Proposal to its shareholders separate and apart from the Business Combination Proposal for approval. If Golden Star’s shareholders do not approve the Business Combination Proposal or the Charter Proposal, the Business Combination may not be consummated.

The votes on the Organizational Documents Advisory Proposals are also not required by Cayman Islands laws and is instead being submitted to Golden Star’s shareholders pursuant to SEC guidance. These votes will be non-binding and are intended to provide the Golden Star shareholders with an opportunity to present their separate views on important governance provisions that are intended to be adopted by Pubco upon the consummation of the Business Combination. The Organizational Documents Advisory Proposals are conditioned upon the approval of the Charter Proposal.

The Share Issuance Proposal is conditioned on the approval and adoption of each of the Business Combination Proposal, the Merger Proposal, and the Charter Proposal. The Equity Incentive Plan Proposal is conditioned on the approval and adoption of each of the Business Combination Proposal, the Merger Proposal, and the Charter Proposal.

The Adjournment Proposal is not conditioned on the approval of any other Proposal.

The holders of the Founder Shares (as defined below) and Private Shares (as defined below), including Golden Star’s Initial Shareholders, have agreed to vote their shares in favor of the Business Combination Proposal. Such holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. As of the Record Date, there were 1,725,000 Founder Shares issued and outstanding, which constitute approximately [●]% of the outstanding ordinary shares of Golden Star. Additionally, an aggregate of 307,000 ordinary shares (the “Private Shares”) underlie the Private Placement Units (as defined below) issued to G-Star Management Corporation in connection with a private placement that closed simultaneously with the initial public offering of Golden Star (the “Initial Public Offering”). The Private Shares constitute approximately [●]% of the outstanding ordinary shares of Golden Star as of the Record Date. The Founder Shares and Private Shares in the aggregate represent approximately [●]% of the outstanding ordinary shares of Golden Star as of the Record Date.

All Golden Star shareholders are cordially invited to attend the meeting in person or virtually. To ensure your representation at the meeting, however, you are urged to complete, sign, date, and return the enclosed proxy card as soon as possible. If you are a holder of record of Golden Star ordinary shares, you may also cast your vote via Internet or telephone. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the meeting and vote yourself, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on any of the Proposals.

As a Golden Star shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to attend and vote on your behalf, and such proxyholder(s) need not hold shares in Golden Star.

A complete list of Golden Star shareholders of record entitled to vote at the extraordinary general meeting will be available for 10 days before the meeting at the principal executive offices of Golden Star for inspection by shareholders during ordinary business hours for any purpose germane to the meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the meeting or not, please sign, date, and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. Golden Star looks forward to your continued support.

By Order of the Board of Directors

The accompanying proxy statement/prospectus is dated [●], 2024, and is first being mailed to shareholders on or about [●], 2024.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT GOLDEN STAR CONVERT YOUR SHARES INTO CASH NO LATER THAN 5:00 P.M. EASTERN TIME ON [●], 2024 (TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS) BY (A) DELIVERING A CONVERSION NOTICE TO GOLDEN STAR’S TRANSFER AGENT AND (B) TENDERING YOUR SHARES TO GOLDEN STAR’S TRANSFER AGENT. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON ANY PROPOSAL, WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH AT THIS TIME IN CONNECTION WITH THE BUSINESS COMBINATION. IF YOU HOLD THE SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF GOLDEN STAR SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates important business and financial information about Golden Star and Gamehaus from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the SEC website at http://www.sec.gov or by requesting them in writing, by e-mail, or by telephone at the appropriate address below:

Golden Star Acquisition Corporation
99 Hudson Street, 5th Floor

New York, New York 10013
Attn: Linjun Guo
(646) 706-5365

or

Advantage Proxy, Inc.

P.O. Box 13581

Des Moines, WA 98198

Toll Free: (877) 870-8565

Collect: (206) 870-8565

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than [●], 2024, 72 hours before the date of the extraordinary general meeting.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Pubco (File No. [●]), constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Pubco Class A Ordinary Shares, to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the extraordinary general meeting of shareholders of Golden Star at which Golden Star shareholders will be asked to consider and vote upon the approval of the Business Combination Proposal, among other matters.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, Gamehaus relies on and refers to industry data, information, and statistics regarding the markets in which it competes from publicly available information, industry, and general publications and research and studies conducted by third parties, including the industry report of Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. (“Frost & Sullivan”) commissioned by Gamehaus. This information appears under the section of this proxy statement/prospectus entitled “Industry Overview of Gamehaus.” Gamehaus has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies, and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. However, Gamehaus acknowledges its responsibility for all disclosures in this proxy statement/prospectus. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section of this proxy statement/prospectus entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

TRADEMARKS, TRADE NAMES, AND SERVICE MARKS

Pubco, Gamehaus, and Golden Star and their respective subsidiaries own or have rights to trademarks, trade names, and service marks that they use in connection with the operation of their businesses. In addition, their names, logos, and website names and addresses are their trademarks or service marks. Other trademarks, trade names, and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names, and service marks referred to in this proxy statement/prospectus are listed without the applicable ^®, ™, and ℠ symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names, and service marks.

DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “Gamehaus” refers to Gamehaus Inc., a Cayman Islands exempted company, and the term “Golden Star” refers to Golden Star Acquisition Corporation, a Cayman Islands exempted company. “Pubco” refers to Gamehaus Holdings Inc., a Cayman Islands exempted company.

In this document:

SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

This section describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Annex A and incorporated by reference herein. Golden Star’s shareholders, rights holders, and other interested parties are urged to read the Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Business Combination Agreement.

The parties to the Business Combination Agreement are Golden Star, the Purchaser Representative, Pubco, the First Merger Sub, the Second Merger Sub, and Gamehaus. Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the Closing, (i) the First Merger Sub will merge with and into Gamehaus, with Gamehaus surviving the First Merger as a wholly owned subsidiary of Pubco and the outstanding shares of Gamehaus being converted into the right to receive shares of Pubco; and (ii) the Second Merger Sub will merge with and into Golden Star, with Golden Star surviving the Second Merger as a wholly owned subsidiary of Pubco and the outstanding securities of Golden Star being converted into the right to receive substantially equivalent securities of Pubco.

Consideration

Under the Business Combination Agreement, the Aggregate Merger Consideration Amount to be paid to the shareholders of Gamehaus is $500,000,000 and will be paid entirely in shares, comprised of newly issued Ordinary Shares of Pubco, with each share valued at the Per Share Price.

As a result of the Mergers, among other things, (i) each of the ordinary shares of Gamehaus (except for the Gamehaus Specially Designated Ordinary Shares) that are issued and outstanding immediately prior to the First Merger Effective Time, will be cancelled and converted into the right to receive such number of Pubco Class A Ordinary Shares equal to the Exchange Ratio pursuant to the terms and conditions of the Business Combination Agreement; (ii) each Gamehaus Specially Designated Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time will be cancelled and converted into the right to receive the number of Pubco Class B Ordinary Shares equal to the Exchange Ratio; (iii) each preferred share of Gamehaus that is issued and outstanding immediately prior to the First Merger Effective Time will be first converted into such number of ordinary shares of Gamehaus pursuant to the terms and conditions of the memorandum and articles of association of Gamehaus, as amended, and immediately thereafter such resulting ordinary shares will be converted into the right to receive such number of Pubco Class A Ordinary Shares based on the Exchange Ratio; (iv) at the Effective Time, each issued and outstanding Golden Star public or private unit shall be automatically detached and the holder thereof shall be deemed to hold one Golden Star ordinary share and one Golden Star right, (v) at the Effective Time, each Golden Star ordinary share shall be cancelled and converted automatically into the right to receive one Pubco Class A Ordinary Share, and (vi) at the Effective Time, each Golden Star right shall be automatically converted into two-tenths of one Pubco Class A Ordinary Share.

For the purposes of the Business Combination Agreement, the following terms have the meanings set forth below:

“Exchange Ratio” means the quotient determined by dividing (i) the aggregate number of Gamehaus Merger Shares as of the First Merger Effective Time by (ii) Gamehaus Fully Diluted Shares.

“Gamehaus Merger Shares” means a number of Pubco Ordinary Shares equal to the quotient determined by dividing (i) the Aggregate Merger Consideration Amount by (ii) the Per Share Price.

“Gamehaus Fully Diluted Shares” means the sum of (i) the aggregate number of ordinary shares of Gamehaus that are issued and outstanding as of immediately prior to the Effective Time, and (ii) the maximum number of ordinary shares of Gamehaus issuable upon full exercise, exchange, or conversion of all the preferred shares of Gamehaus, outstanding as of the Effective Time.

“Per Share Price” means the lower of (i) $10.00 (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations, and the like after the Closing) or (ii) the Redemption Price.

“Redemption Price” means an amount equal to the price at which each share of Golden Star ordinary share is redeemed or converted pursuant to the Redemption in accordance with the provisions of Golden Star’s amended and restated articles of association (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations, and the like after the Closing).

Representations and Warranties

The Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the Business Combination Agreement, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge, and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. “Material Adverse Effect” as used in the Business Combination Agreement means with respect to any specified person or entity, any fact, event, occurrence, change, or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations, or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or the ability of such person or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder, in each case subject to certain customary exceptions. The representations and warranties made by the parties are customary for transactions similar to the Transactions.

In the Business Combination Agreement, Gamehaus made certain customary representations and warranties to Golden Star, including among others, related to the following: (1) corporate matters, including due organization, existence, and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which it is a party; (3) capitalization; (4) subsidiaries and investments; (5) governmental approvals; (6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance with laws; (10) company permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) taxes and returns; (15) real property; (16) personal property; (17) title to and sufficiency of assets; (18) employee matters; (19) benefit plans; (20) environmental matters; (21) transactions with related persons; (22) insurance; (23) top vendors; (24) certain business practices; (25) Investment Company Act; (26) finders and brokers; (27) books and records; (28) takeover statues and charter provisions; (29) powers of attorney; (30) information supplied; (31) board approval; (32) independent investigation; and (33) exclusivity of representations and warranties.

In the Business Combination Agreement, Golden Star made certain customary representations and warranties to Gamehaus and Pubco, including among others, related to the following: (1) corporate matters, including due organization, existence, and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which it is a party; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) the SEC filings, Golden Star financials, and internal controls; (7) absence of certain changes; (8) compliance with laws; (9) actions, orders and permits; (10) taxes and returns; (11) employees and employee benefit plans; (12) properties; (13) material contracts; (14) transactions with affiliates; (15) Investment Company Act and the JOBS Act; (16) finders and brokers; (17) certain business practices; (18) insurance; (19) information supplied; (20) independent investigation; (21) the trust account; (22) registration and listing; (23) termination of prior merger agreements; (24) PIPE investment; and (25) exclusivity of representations and warranties.

In the Business Combination Agreement, Pubco, the First Merger Sub, and the Second Merger Sub made customary representations and warranties to Golden Star, including among others, related to the following: (1) organization, incorporation, and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which they are parties; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) activities of Pubco, the First Merger Sub, and the Second Merger Sub; (7) actions; (8) finders and brokers; (9) Investment Company Act; (10) intended tax treatment; (11) information supplied; (12) independent investigation; and (13) exclusivity of representations and warranties.

None of the representations and warranties of the parties shall survive the Closing.

Covenants of the Parties

Each party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, including covenants regarding: (1) the provision of access to their properties, books, and personnel; (2) the operation of their respective businesses in the ordinary course of business; (3) provision of audited and interim financial statements of Target Companies; (4) Golden Star’s public filings; (5) “no shop” obligations (which will commence from the date of the Business Combination Agreement); (6) no insider trading; (7) notifications of certain breaches, consent requirements, or other matters; (8) efforts to consummate the Closing and obtain necessary or advisable regulatory approvals; (9) further assurance and support; (10) public announcements; (11) confidentiality; (12) indemnification of directors and officers and provision of tail insurance; (13) use of trust proceeds after the Closing; (14) efforts to support a private placement or backstop arrangements, if sought; (15) intended tax treatment of the Mergers; (16) anti-takeover matters; (17) retention of proxy solicitation agent; (18) delisting Gold Star’s Public Units, Public Shares, and Public Rights; and (19) employment agreements for certain individuals.

The parties also agreed to take all necessary actions to cause the Pubco board of directors (“Pubco Board”) immediately after the Closing to consist of seven directors comprised of: (i) one person that is designated by Golden Star prior to the Closing as an independent director; and (ii) six persons that are designated by Gamehaus prior to the Closing.

Golden Star and Pubco also agreed to jointly prepare, and Pubco agreed to file with the SEC, a registration statement on Form F-4 (as amended, the “Registration Statement”) in connection with the registration under the Securities Act of the issuance of securities of Pubco to the holders of the ordinary shares and rights of Golden Star and Gamehaus, and containing a proxy statement/prospectus for the purpose of soliciting proxies from the shareholders of Golden Star for the matters relating to the Transactions to be acted on at the extraordinary general meeting of the shareholders of Golden Star and providing such shareholders an opportunity to participate in the redemption of their public shares of Golden Star upon the Closing (the “Redemption”).

Conditions to Closing

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of Golden Star’s shareholders; (ii) the approval of the Transactions by the requisite vote of Gamehaus’ shareholders; (iii) obtaining material regulatory approvals; (iv) the expiration or termination of any waiting period applicable to the consummation of the Transactions under any antitrust laws; (v) no law or order preventing or prohibiting the Transactions; (vi) Golden Star having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any PIPE Investment that has been funded at or prior to Closing; (vii) amendment by the shareholders of Pubco of Pubco’s memorandum and articles of association; (viii) the effectiveness of the Registration Statement; (ix) appointment of the post-closing directors of Pubco; (x) satisfaction of Nasdaq listing requirements for Pubco’s ordinary shares; (xi) Gamehaus and Golden Star each receiving evidence reasonably satisfactory to them that Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act as of the Closing; and (xii) to the extent applicable, the Target Companies receipt of all necessary approvals from the CSRC.

In addition, unless waived by Gamehaus, the obligations of Gamehaus, Pubco, the First Merger Sub, and the Second Merger Sub to consummate the Transactions are subject to the satisfaction of the following conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of Golden Star being true and correct on and as of the Closing; (ii) Golden Star having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) each Founder Lock-Up Agreement being in full force and effect in accordance with the terms thereof from the Closing; (iv) the absence of any Material Adverse Effect with respect to Golden Star since the date of the Business Combination Agreement which is continuing and uncured; (v) receipt by Gamehaus and Pubco of an amended and restated founder registration rights agreement (the “Founder Amended and Restated Registration Rights Agreement”); (vi) receipt by each of the Sellers of a registration rights agreement covering the merger consideration shares received by the Sellers, duly executed by Pubco (the “Seller Registration Rights Agreement”); and (vii) Golden Star having delivered copies of the written resignations of all its directors and officers prior to the Second Merger, effective as of the Effective Time.

Unless waived by Golden Star, the obligations of Golden Star to consummate the Transactions are subject to the satisfaction of the following conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of Gamehaus, Pubco, the First Merger Sub, and the Second Merger Sub being true and correct on and as of the Closing; (ii) Gamehaus, Pubco, the First Merger Sub, and the Second Merger Sub having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Target Companies (taken as a whole) since the date of the Business Combination Agreement which is continuing and uncured; (iv) the non-competition agreement, Key Personnel Agreements, the Gamehaus Shareholder Support Agreement, and each Seller Lock-Up Agreement being in full force and effect from the Closing; (v) as of or prior to the Closing, the board of directors and shareholders of Pubco having adopted and approved an equity incentive plan; and (vi) receipt by Golden Star of the Founder Registration Agreement Amendment, duly executed by Pubco.

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing by either Golden Star or Gamehaus if the Closing does not occur by June 30, 2024 or such other date as may be extended pursuant to the Business Combination Agreement.

The Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior to the Closing, including, among other reasons: (i) by mutual written consent of Golden Star and Gamehaus; (ii) by either Golden Star or Gamehaus if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining, or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by Gamehaus for Golden Star’s uncured breach of the Business Combination Agreement, such that the related Closing condition would not be met; (iv) by Golden Star for the uncured breach of the Business Combination Agreement by Gamehaus, Pubco, the First Merger Sub, or the Second Merger Sub, such that the related Closing condition would not be met; (v) by either Golden Star or Gamehaus if Golden Star holds its shareholder meeting to approve the Business Combination Agreement and the Transactions, and such approval is not obtained; and (vi) by Golden Star if an irrevocable unanimous written consent or a special resolution passed at a duly convened and quorate meeting of Gamehaus shareholders shall not have been obtained within ten business days after the Registration Statement became effective.

If the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations related to confidentiality, effect of termination, fees and expenses, trust fund waiver, miscellaneous provisions, and definitions used in the Business Combination Agreement) will terminate, no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Business Combination Agreement prior to termination.

Trust Account Waiver

Gamehaus, Pubco, the First Merger Sub, and the Second Merger Sub have agreed that they and their affiliates will not have any right, title, interest, or claim of any kind in or to any monies in Golden Star’s Trust Account held for its Public Shareholders, and have agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

Related Agreements and Documents

Lock-Up Agreements

Simultaneously with the execution of the Business Combination Agreement, Pubco, the Purchaser Representative, Gamehaus, and Golden Star have entered into lock-up agreements with certain holders of the Founder Shares and with certain Sellers. These lock-up agreements provide for a lock-up period commencing from the Closing and ending: (i) with respect to shares held by the Sellers, on the earliest of (a) the six-month anniversary of the closing of the Business Combination, (b) the date after the occurrence of a Change of Control, and (c) the date on which the closing sale price of the Pubco Ordinary Shares has equaled or exceeded $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within any 30 consecutive trading day period commencing from the Closing; provided, however, that with respect to 50% of such shares, the lock-up period shall be the period commencing from the Closing and ending on the earliest of (a) the six-month anniversary of the closing of the Business Combination, and (b) the date after the occurrence of a Change of Control, and (ii) with respect to the shares held by certain Founders, (a) 50% of such Founder Shares on the earliest of: (x) the six-month anniversary of the closing of the Business Combination, (y) the date after the occurrence of a Change of Control, and (z) the date on which the closing sale price of the Pubco Ordinary Shares has equaled or exceeded $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 20 consecutive trading day period commencing from the Closing, (b) the remaining 50% of such Founder Shares on the earliest of (x) the six-month anniversary of the closing of the Business Combination and (y) the date after the occurrence of a Change of Control, and (c) with respect to the ordinary shares held in respect of the private placement shares, 30 days from the closing of the Business Combination.

Shareholder Support Agreement

Simultaneously with the execution of the Business Combination Agreement, Golden Star, Gamehaus, and certain shareholders of Gamehaus have entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, certain of the shareholders of Gamehaus have agreed (i) to support the adoption of the Business Combination Agreement and the approval of the Transactions, subject to certain customary conditions, and (ii) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions.

Seller Registration Rights Agreement

At the Closing, Pubco and the Sellers shall enter into the Seller Registration Rights Agreement, in the form mutually agreed between Golden Star and Gamehaus. Under the Seller Registration Rights Agreement, the Sellers shall have registration rights that will obligate Pubco to register for resale under the Securities Act all or any portion of their Pubco Class A Ordinary Shares received as company merger consideration (together with any capital shares or other securities issued as a dividend or distribution with respect thereto or in exchange therefor, the “Registrable Securities”). Sellers holding a majority-in-interest of the Registrable Securities (based on the number of shares and not voting rights) will be entitled under the Seller Registration Rights Agreement to make a written demand for registration under the Securities Act of all or part of their Registrable Securities, and other Sellers holding Registrable Securities will be entitled to join in such demand registration. Subject to certain exceptions, if any time after the Closing, Pubco proposes to file a registration statement under the Securities Act with respect to its securities, under the Seller Registration Rights Agreement, Pubco shall give notice to the Sellers holding Registrable Securities as to the proposed filing and offer them an opportunity to register the sale of such number of Registrable Securities as requested by them in writing, subject to customary cut-backs. In addition, subject to certain exceptions, Sellers holding Registrable Securities will be entitled under the Seller Registration Rights Agreement to request in writing that Pubco register the resale of any or all of such Registrable Securities on Form F-3 and any similar short-form registration that may be available at such time. Under the Seller Registration Rights Agreement, Pubco will indemnify the holders of Registrable Securities and certain persons or entities related to them, such as their officers, employees, affiliates, directors, partners, members, attorneys, and agents, and each person, if any, who controls an such holders, against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their misstatement or omission, and the holders of Registrable Securities, including Registrable Securities in any registration statement or prospectus, will agree to indemnify Pubco and certain persons or entities related to Pubco, such as its officers and directors and underwriters, against all losses caused by their misstatements or omissions in those documents.

Founder Amended and Restated Registration Rights Agreement

At the Closing, Golden Star, Pubco, the Initial Shareholders and the other parties thereto shall enter into the Founder Amended and Restated Registration Rights Agreement, in the form mutually agreed between Golden Star and Gamehaus. Under the Amended and Restated Founder Registration Rights Agreement, the Founder Registration Rights Agreement will be amended to, among other things, add Pubco as a party and to reflect the issuance of Pubco Ordinary Shares pursuant to the Business Combination Agreement, and to reconcile with the provisions of the Sellers Registration Rights Agreement, including making the registration rights of the Sellers and the Initial Shareholders pari passu with respect to any underwriting cut-backs.

The Founder Amended and Restated Registration Rights Agreement also provides that Pubco will pay certain expenses relating to such registrations and indemnify the securityholders against certain liabilities. The rights granted under the Founder Amended and Restated Registration Rights Agreement supersede any prior registration, qualification, or similar rights of the parties with respect to their Pubco securities or Golden Star securities.

Gamehaus Shareholder Resolutions

Simultaneously with the execution of the Business Combination Agreement, the shareholders of Gamehaus passed written resolutions (“Gamehaus Shareholder Resolutions”) approving the amendment of certain provisions of Gamehaus’ Amended and Restated Memorandum and Articles of Association (as so amended, the “Gamehaus Charter”), to (i) add a provision providing for the automatic conversion of each preferred share of Gamehaus into an ordinary share at the then applicable effective conversion price upon the closing of a qualified SPAC transaction, and (ii) extend the Target Date (as defined in the Gamehaus Shareholder Resolutions) to June 30, 2024, with the Target Date being the date by which a qualified SPAC event, Qualified Public Offering, Deemed Liquidation Event I or Deemed Liquidation Event II must occur to avoid triggering a right of redemption to the holders of Gamehaus’ preferred shares.

Pursuant to the Gamehaus Shareholder Resolutions, all holders of preferred shares of Gamehaus also unconditionally and irrevocably waived any rights, preferences, and privileges or other similar rights whether arising at contract or in law or under the Gamehaus Charter (but save for the automatic conversion rights pursuant to Article 8.3C or the voting rights pursuant to Article 8.4A thereof), any shareholders agreement to which Gamehaus and such shareholders are a party, any employee share option plans as duly adopted by Gamehaus, or under any other agreement to which Gamehaus and such shareholders are bound by, and including any rights vested in the directors of Gamehaus appointed by the holders of the preferred shares, so that the rights of each holder of preferred shares of Gamehaus would be the same as the rights of the holders of ordinary shares of Gamehaus. The Gamehaus Shareholder Resolutions, including the amendments to the Gamehaus Charter, were approved by Fenxiang Chuangying in accordance with the requirements of the Gamehaus Charter.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

In accordance with the Cayman Companies Act, Golden Star’ shareholders are also being asked to separately vote to approve the Merger Proposal, which specifically seeks the approval of its shareholders to approve the Second Merger and Second Merger Plan of Merger. See the section entitled “The Merger Proposal.” The Merger Proposal is conditioned on the approval of each of the Business Combination Proposal, the Charter Proposal, and the Share Issuance Proposal described below. Therefore, if Golden Star’s shareholders do not approve any of the Merger Proposal, the Business Combination Proposal, the Charter Proposal, or Share Issuance Proposal, the Business Combination may not be consummated.

The shareholders of Golden Star are also being asked to consider and vote upon a proposal to approve, in connection with the Business Combination, the replacement of Pubco’s current memorandum and articles of association with the Amended and Restated Memorandum and Articles of Association, to be adopted by the shareholder(s) of Pubco prior to consummation of the Business Combination. See the section entitled “The Charter Proposal.” This vote, separate and apart from the vote on the Business Combination Proposal, is not required by either Cayman Islands laws (i.e., the law of the jurisdiction of organization of Golden Star and Pubco), but is instead being proposed pursuant to SEC guidance. The Charter Proposal is conditioned on the approval of the Business Combination Proposal, the Merger Proposal, and the Share Issuance Proposal. Therefore, if the Business Combination Proposal, Merger Proposal, or Share Issuance Proposal is not approved, then the Charter Proposal will have no effect, even if approved by Golden Star’s shareholders. The Charter Proposal is not conditioned on the separate approval of the Organizational Documents Advisory Proposals described below.

Golden Star’s shareholders are being asked to vote to approve the Organizational Documents Advisory Proposals. The votes on the Organizational Documents Advisory Proposals are also not required by Cayman Islands laws and are instead being submitted to Golden Star’s shareholders pursuant to SEC guidance. These votes will be non-binding and are intended to provide the Golden Star shareholders with an opportunity to present their separate views on important governance provisions that are intended to be adopted by Pubco upon the consummation of the Business Combination. The Organizational Documents Advisory Proposals are conditioned upon the approval of the Charter Proposal.

The Shareholders of Golden Star are also being asked to consider and vote upon a proposal to approve the Equity Incentive Plan. The Equity Incentive Plan Proposal is conditioned on the approval and adoption of each of the Business Combination Proposal, the Merger Proposal, and the Charter Proposal.

In addition to the foregoing proposals, the shareholders are also asked to consider and vote upon a proposal to approve, for purposes of complying with applicable Listing Rules of Nasdaq, the issuance of up to approximately [●] newly issued ordinary shares by Pubco in the Business Combination. See the section entitled “The Share Issuance Proposal.” The Share Issuance Proposal is conditioned on the approval of each of the Business Combination Proposal, the Merger Proposal, and the Charter Proposal. Therefore, if the Business Combination Proposal or Merger Proposal, or Charter Approval is not approved, then the Share Issuance Proposal will not be presented to shareholders at the Meeting. The Share Issuance Proposal is conditioned on the approval and adoption of each of the Business Combination Proposal, the Merger Proposal, and the Charter Proposal.

The Adjournment Proposal to approve the adjournment of the Meeting for the purpose of soliciting additional proxies in favor of the approval of the Business Combination in the event Golden Star does not receive the requisite shareholder vote to approve the Business Combination.

The Adjournment Proposal is not conditioned on the approval of any other Proposal.

If the Board of Directors of Golden Star so determines, the shareholders may also be asked to consider and vote upon a proposal to direct the chairman of the Meeting to adjourn the Meeting to a later date or dates to, among other things, permit further solicitation and vote of proxies if based upon the tabulated vote at the time of the Meeting, Golden Star would not have been authorized to consummate the Business Combination. See the section entitled “The Adjournment Proposal.”

Golden Star will hold the Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. Shareholders should read it carefully.

The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Golden Star completed its Initial Public Offering on May 4, 2023, with each Public Unit consisting of one ordinary share and one Public Right, each entitling the holder thereof to receive two-tenths (2/10) of one ordinary share of Golden Star upon Golden Star’s completion of its initial business combination. The sale of the Public Units, which raised total gross proceeds of $69,000,000, as well as a private placement of Private Placement Units on May 4, 2023, which raised total gross proceeds of $3,070,000, totaling $72,070,000 in gross proceeds. Since the Initial Public Offering, Golden Star’s activity has been limited to the evaluation of business combination candidates.

Golden Star management analyzed investment opportunities in various sectors and geographic regions in an effort to locate the best potential business combination opportunity for its shareholders.

Gamehaus is a technology-driven mobile game publishing company 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, Gamehaus helps small- and medium-sized game developers stay competitive in the global gaming market.

Golden Star believes that a business combination with Gamehaus will provide Golden Star shareholders with an opportunity to participate in a company with significant growth potential. See the section entitled “The Business Combination Proposal—Golden Star’s Board of Directors’ Reasons for Approval of the Business Combination.”

Unless the Business Combination Proposal, the Merger Proposal, and the Charter Proposal are approved, the Share Issuance Proposal will not be presented to the shareholders of Golden Star at the Meeting. In addition, as required by applicable SEC guidance, to give shareholders the opportunity to present their views on important corporate governance provisions, Golden Star is requesting that its shareholders vote, on a non-binding advisory basis, upon the Organizational Documents Advisory Proposals to approve certain governance provisions contained in proposed Amended and Restated Memorandum and Articles of Association of Pubco that materially affect shareholder rights, and will be adopted if the Charter Proposal is approved by the shareholders and the Business Combination is consummated. See the section entitled “The Charter Proposal.” Neither the Business Combination, the Merger Proposal, the issuances contemplated by the Share Issuance Proposal, nor the adoption of the Amended and Restated Memorandum and Articles of Association of Pubco is conditioned on the Organizational Documents Advisory Proposals.

The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that (a) in the event that the Business Combination Proposal, the Merger Proposal, the Charter Proposal, or the Share Issuance Proposal does not receive the requisite votes for approval, then Golden Star will not consummate the Business Combination and (b) because the adoption of the Amended and Restated Memorandum and Articles of Association is a condition to the parties’ obligations to consummate the Business Combination, in the event that the Charter Proposal does not receive the requisite votes for approval, then Golden Star may not consummate the Business Combination. If Golden Star does not consummate the Business Combination and fails to complete an initial business combination by February 4, 2025 (or such later date as may be approved by Golden Star’s shareholders in an amendment to the Golden Star amended and restated articles of association), then Golden Star will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to its Public Shareholders.

Even if the Business Combination otherwise qualifies as an exchange described in Section 351(a) of the Code and/or as a reorganization under Section 368(a) of the Code, U.S. holders may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company rules, as described in more detail under “Material U.S. Federal Income Tax Considerations—Tax Consequences of the Business Combination to U.S. Holders of Golden Star Securities—Application of the Passive Foreign Investment Company Rules to the Business Combination.”

For additional discussion of the U.S. federal income tax treatment of the Business Combination, see the section entitled “Material U.S. Federal Income Tax Considerations—Tax Consequences of the Business Combination to U.S. Holders of Golden Star Securities.”

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal — The Business Combination Agreement and Related Agreements.”

If any of the Public Shareholders exercise their redemption rights, the percentage of the Pubco’s outstanding Ordinary Shares held by the Public Shareholders will decrease and the percentages of Pubco’s outstanding Ordinary Shares held by the by the Sellers and their affiliates will increase, in each case relative to the percentage held if none of the Public Shares are redeemed.

The following table illustrates varying beneficial ownership levels in Pubco, based on the assumption of (i) no redemptions, (ii) redemption of 50% of the Public Shares, and (iii) redemption of 100% of the Public Shares, by Public Shareholders. If the actual facts are different from the foregoing assumptions, the share amounts and percentage ownership numbers set forth below will be different.

Potential Pubco Ordinary Shares outstanding and percentage ownership interest in total outstanding Pubco Ordinary Shares upon consummation of the Business Combination (including (x) the issuance of Pubco Class A Ordinary Shares with respect to the conversion of the rights held by Golden Star shareholders, and (y) Pubco Ordinary Shares issuable to shareholders of Gamehaus):

The approval of the Merger Proposal will require a special resolution, being a resolution passed at the Meeting by the affirmative vote of at least two-thirds (2/3) of the votes cast by holders of the ordinary shares of Golden Star as, being entitled to do so, vote in person or by proxy at the Meeting at which a quorum exists. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the affirmative vote required to adopt the Merger Proposal. The holders of the Founder Shares and Private Shares have agreed to vote their shares in favor of the Merger Proposal. Such holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. As of the Record Date, there were 1,725,000 Founder Shares and 307,000 Private Shares issued and outstanding, which constitute approximately [●]% of the outstanding ordinary shares of Golden Star. As of the Record Date, the affirmative vote of 413,132 ordinary shares owned by the Public Shareholders or approximately 7.79% of the ordinary shares owned by the Public Shareholders, are required to approve the Merger Proposal, assuming that the number of ordinary shares present in person or by proxy at the Meeting equals the quorum requirement of 3,667,697 ordinary shares, and all such 3,667,697 ordinary shares are voted on the Merger Proposal at the Meeting.

Any holder of Public Shares (whether or not they are a holder on the Record Date) will be entitled to demand that his, her, or its shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which was approximately $[●] million, or approximately $10.[●] per share, as of the Record Date). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your Redemption rights.

Any request for Redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Meeting. If you deliver your shares for Redemption to Golden Star’s transfer agent and later decide prior to the Meeting not to elect redemption, you may request that Golden Star’s transfer agent return the shares (physically or electronically). You may make such request by contacting Golden Star’s transfer agent at the phone number or address listed herein.

Any corrected or changed proxy card or written demand of Redemption rights must be received by Golden Star’s secretary prior to the vote taken on the Business Combination Proposal at the Meeting. No demand for Redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Golden Star’s transfer agent at least two (2) business days prior to the vote at the Meeting.

If a holder of Public Shares properly makes a demand for Redemption as described above, then, if the Business Combination is consummated, Golden Star will convert these shares into a pro rata portion of funds deposited in the Trust Account. If you exercise your Redemption rights, then you will be exchanging your ordinary shares of Golden Star for cash and will not be entitled to Pubco Class A Ordinary Shares with respect to your ordinary shares of Golden Star upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of Public Shares who elected to exercise their Redemption rights would not be entitled to convert their shares for the applicable pro rata share of the Trust Account. In such case, Golden Star will promptly return any shares delivered by Public Shareholders and such holders may only share in the assets of the Trust Account upon the liquidation of Golden Star. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised Redemption rights in connection therewith due to potential claims of creditors against the Trust Account.

If you are a holder of Public Shares and you exercise your Redemption rights, it will not result in the loss of any Golden Star rights that you may hold. Your Rights will automatically be converted into two-tenths (2/10) of an Ordinary Share upon the consummation of the Business Combination. If holders redeem their Public Shares at Closing but continue to hold Public Rights after the Closing, the aggregate value of the Public Rights that may be retained by them, based on the closing trading price Public Right as of the Record Date, would be $[●] million regardless of the amount of redemptions by the Public Shareholders.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Vstock, Golden Star’s transfer agent, with written instructions to separate such Units into Public Shares and Rights. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your Redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my Redemption rights?” above. The address of Vstock is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company, or other nominee holds your Public Units, you must instruct such nominee to separate your Public Units. Your nominee must send written instructions by facsimile to Vstock, Golden Star’s transfer agent. Such written instructions must include the number of Public Units to be split and the nominee holding such Public Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Public Units and a deposit of an equal number of Public Shares and Public Rights. As detailed in the following sentence, this must be completed far enough in advance to permit your nominee to exercise your Redemption rights upon the separation of the Public Shares from the Public Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.

Golden Star Public Shareholders will not have appraisal rights in connection with the Second Merger, on the basis that Golden Star Public Shareholders will, pursuant to the Second Merger Plan of Merger and upon the Second Merger, receive Pubco Class A Ordinary Shares in exchange for the securities held in Golden Star, and such Pubco Class A Ordinary Shares will be listed on an exchange that falls within the definition of (ii) above.

With fewer public shares and public shareholders, the trading market for Pubco Class A Ordinary Shares may be less liquid than the market for Golden Star’s ordinary shares was prior to the Merger, and Pubco may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Gamehaus’ business will be reduced.

Pubco has a dual-class voting structure, consisting of Pubco Class A Ordinary Shares and Class B Ordinary Shares. Under this structure, holders of Pubco Class A Ordinary Shares are entitled to one vote per share, and holders of Pubco Class B Ordinary Shares are entitled to 15 votes per share. This unbalanced and disparate allocation of voting power, will cause Mr. Xie, as the sole beneficial owner of Pubco Class B Ordinary Shares, to have a disparately higher concentration of voting power, representing approximately 84.42% of the aggregate voting power of Pubco Class A Ordinary Shares and Pubco Class B Ordinary Shares voting as a single class assuming no redemptions are made by the Golden Star Public Shareholders, or 86.07% of the aggregate voting power assuming 100% redemption by the Golden Star Public Shareholders, of their Golden Star ordinary shares. As a result of the disparate voting power of the Pubco Class B Ordinary Shares beneficially owned by Mr. Xie, he will possess the ability to control Pubco’s business, including decisions regarding mergers, consolidations, and the sale of all or substantially all of its assets, the election of directors, and other significant corporate actions.

Mr. Xie, in his capacity as a shareholder of Pubco, may take actions that are not in the best interests of Pubco or its other shareholders. These corporate actions may be taken even if they are opposed by Pubco’s 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 Pubco Class B Ordinary Shares may also be dilutive to the holders of Pubco Class A Ordinary Shares. As a result, the market price of Pubco Class A Ordinary Shares could be adversely affected.

Golden Star Acquisition Corporation
99 Hudson Street, 5^th Floor,

New York, New York 10013
Attn: Linjun Guo
(646) 706-5365

or

Advantage Proxy, Inc.

P.O. Box 13581

Des Moines, WA 98198

Toll Free Telephone: (877) 870-8565

Main Telephone: (206) 870-8565

Email: ksmith@advantageproxy.com

You may also obtain additional information about Golden Star from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek Redemption of your shares, you will need to deliver your stock (either physically or electronically) to Golden Star’s transfer agent at the address below at least two (2) business days prior to the Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Vstock Transfer LLC

18 Lafayette Place

Woodmere, New York 11598

Email: shay@vstocktransfer.com

Tel: (212) 828-8436

RISK FACTORS

The following risk factors will apply to the business and operations of Pubco following the Closing. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition, and operating results of Gamehaus’ and Pubco’s business, prospects, financial condition, and operating results following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included or incorporated by reference in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your shares of Golden Star ordinary shares. Please see the section entitled “Where You Can Find More Information” in this proxy statement/prospectus. Pubco and Golden Star may face additional risks and uncertainties that are not presently known to them, or that they currently deem immaterial, which may also impair Pubco’s business, prospects, financial condition, or operating results. The following discussion should be read in conjunction with the consolidated financial statements of Gamehaus and the financial statement of Golden Star and notes thereto included elsewhere in this proxy statement/prospectus.

Risks Relating to Gamehaus’ Business

Unless the context otherwise requires, all references in this subsection to the “Company,” “Gamehaus,” “we,” “us,” or “our” refer to Gamehaus and its subsidiaries prior to the consummation of the Business Combination, which will be the business of Pubco and its subsidiaries following the consummation of the Business Combination.

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

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

By leveraging our industry expertise and data-driven insight, we decide which games to publish by assessing their expected revenue and profits based on lifetime value (“LTV”) prediction. See “Business of Gamehaus—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 our 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 we will be able to consistently identify games with substantial success potential, and the number of qualified games passing our screening and testing may not be sufficient to meet our goals. Further, each of our new games takes a long period of time for our developer partners to develop and for us 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 our industry expertise and data-driven insights in testing and screening mobile games, and despite our 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, our business, financial condition, and results of operations will be negatively impacted because we may not be able to compete effectively and our ability to generate revenue could suffer.

In addition, we are not able to predict if or when we will commercially launch additional new games and the pace at which our 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 our new games or the cancellation of the development of our 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 our business, financial condition, and results of operations.

Our business will suffer if we 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. We 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. We have devoted, and we 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. We generate revenue primarily through the sale of in-game virtual items and advertising. For games distributed through third-party platforms, we 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, we 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 we deliver valuable and entertaining player experiences that a sufficient number of players will pay for or that we are able to otherwise sufficiently monetize our games. The success of our games depends, in part, on unpredictable and volatile factors beyond our control, including consumer preferences, competing games, new mobile platforms, and the availability of other entertainment experiences.

In addition, our ability to publish games for mobile platforms and their ability to achieve commercial success will depend on our ability to:

We 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 us, our business may be severely disrupted.

The business model we have implemented allows us to work cost-effectively with our developer partners. We rely on small- and medium-sized game developer partners for game design and development, while our 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 we collaborate, our engagement with those teams may expose us to risks beyond our control. Although we typically enter into exclusive game license agreements with them when their game products show high profitability during our screening and selection process, there is no assurance that we will continue to maintain our 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 our control. If such third-party developer partners fail to function properly or breach or terminate their cooperation with us, we will be required to secure sufficient substitute developer partners to maintain our game publishing business. If we 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 our virtual items is highly dependent on how we manage the economies in our games. If we fail to manage our game economies properly, our business may suffer.

Paying players make purchases in our games because of the perceived value of these virtual items, which is dependent on the relative ease of obtaining an equivalent good by playing our game. The perceived value of these virtual items can be impacted by various actions that we 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 our assumptions and judgment. If we fail to manage our virtual economies properly or fail to promptly and successfully respond to any such disruption, our reputation may suffer and our players may be less likely to play our games and purchase virtual items from us in the future, which would cause our business, financial condition, and results of operations to suffer.

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

We believe that establishing and maintaining our 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 our brand and recognition of our games is particularly important in connection with the development of relationships with game developers and successful cross-promotion of our games. In addition, recognition of our games requires significant investment and extensive management time to execute successfully. Although we make significant sales and marketing expenditures in connection with the launch of our games, these efforts may not succeed in increasing awareness of our brand or the new games. If we fail to increase and maintain brand awareness and consumer recognition of our games, our potential revenue could be limited, our 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 our games is abused, we could experience damage to our reputation and brand. Despite reasonable precautions, some consumers may be offended by certain game content or the third-party advertisements displayed in our games. If players believe that a game we published or a third-party advertisement displayed in a game contains objectionable content, it could harm our brand and players could refuse to play it and could pressure the platform providers to remove the game from their platforms. For example, we 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 we 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 we are able to develop new games and features that achieve success, it is possible that these games and features could divert players of our other games without growing our overall user base, which could harm operating results.

Although it is important to our future success that we 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 our other games. In particular, we plan to continue leveraging our 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 our existing games. If new games and game features do not grow our player base, increase the overall amount of time our players spend with our games, or generate sufficient new bookings to offset any declines from our other games, our revenue and bookings could be adversely affected.

Our failure to anticipate or successfully implement new technologies could render our game publishing support services uncompetitive and reduce our revenue and market share.

We utilize sophisticated data-driven technologies to empower game developers through the full life cycle of game development and distribution. See “Business of Gamehaus--Competitive Strengths—Sophisticated Technology Systems and Platforms with Data Expertise that Empower Game Publishing.” As of the date of this proxy statement/prospectus, we 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 we must implement and take advantage of to make our mobile games competitive in the market. As such, we need to continue to invest significant financial resources in research and development to keep pace with technological advances in order to make our technologies, such as our artificial intelligence-generated content (“AIGC”) service platform, business publishing predictive tool, and intelligent advertising management system, competitive in the market. However, development activities are inherently uncertain, and our 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, we may not be able to timely upgrade our 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 our industry could render the technologies and publishing support services that we are developing or expect to develop in the future obsolete or uncompetitive, thereby potentially resulting in a decline in our revenue and market share.

If we 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 our mobile games, we 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, we have devoted, and expect to continue to devote, significant resources to maintain and raise the popularity of our mobile games through the release of new versions and/or expansion packs on a periodic basis. Developing successful updates and expansion packs for our existing games depends on our ability to anticipate market trends in the mobile gaming industry. We must also collect and analyze player behavior data and feedback from our online community in a timely manner and utilize this information to effectively incorporate features into our updates and expansion packs to improve the variety and attractiveness of our 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 our 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. We are unable to predict whether these activities will be successful or adversely affect our profitability given the significant resources required. Moreover, because of the rapidly evolving nature of the global mobile games market, we cannot estimate the total life cycle of any of our mobile games, and changes in players’ tastes for mobile games could alter the life cycle of each version or upgrade or even cause our players to stop playing our games altogether.

We are in the highly competitive mobile gaming industry, and we may not be able to compete successfully against existing or new competitors, which could reduce our market share and adversely affect our 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. We compete for leisure time, attention, and discretionary spending of our 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 proxy statement/prospectus, we believe that we are well-positioned to effectively compete in the mobile gaming industry primarily due to (i) our scalable business model that enables us to work with more developer partners on a cost-effective basis; (ii) our connection to experienced and efficient Chinese game developers; and (iii) our data-driven technology-enabled user acquisition and monetization strategies. See “Business of Gamehaus—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 us. We compete with other competitors on the following bases:

Our 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 us, our business, results of operations, and financial condition could be negatively affected. Our existing and potential competitors may enjoy competitive advantages over us, such as longer operating history, greater brand recognition, larger customer base, and better value-added services. We may lose game players if we fail to compete successfully, which could adversely affect our financial performance and business prospects. We cannot guarantee that our strategies will remain competitive or successful in the future. Increasing competition may result in pricing pressure and loss of our market share, either of which could have a material adverse effect on our financial condition and results of operations.

Our business relies on certain third-party services that are critical to our business, which exposes us to various risks that may materially and adversely affect our reputation, business, financial condition, and results of operations.

We 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. We 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, we 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 our 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, we may suffer adverse impact on our operations. Furthermore, we rely on third-party advertising services to promote and market our mobile games to users. If our relationship with these advertisement service providers deteriorates or is interrupted for any reason, these providers may suspend or terminate their services to us. If such event occurs, our prospective users may not have access or find an alternative way to access our mobile games, which may adversely affect our operation and financial results. There is no assurance that we will be able to maintain our partnership with our 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 us, or revert payment to us for products provided and services rendered, or refuses to renew these service agreements on terms acceptable to us, we 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.

Our business relies on a few significant suppliers that account for more than 10% of our 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.

We rely on a few suppliers that account for more than 10% of our total purchases, with whom we collaborate to advertise game apps through their own or cooperative ad distribution channels. For the six months ended December 31, 2023, we had two significant suppliers, Moloco Corporation (“Moloco”) and Sinointeractive Digital Marketing Co., Ltd. (“Sinointeractive”), which accounted for 22.3% and 18.2% of our total accounts payable balance, respectively. For the fiscal year ended June 30, 2023, we had three significant suppliers, AppLovin Corporation (“AppLovin”), Moloco, and Sinointeractive, which accounted for 18.5%, 14.8%, and 12.5% of our total accounts payable balance, respectively. For the fiscal year ended June 30, 2022, AppLovin and Moloco accounted for 12.7% and 10.6% of our total accounts payable balance, respectively. No other suppliers accounted for more than 10% of our total purchases during the six months ended December 31, 2023 and the fiscal years ended June 30, 2023 and 2022. As an example of a typical transaction, in accordance with a service agreement dated May 27, 2019 between AppLovin and Dataverse Co., Limited (“Dataverse”), one of our 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 us, or experience significant disruptions to their operations, we 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 us at reasonable terms or at all. As a result, this could harm our business and financial results and result in lost or deferred revenue.

We rely on assumptions and estimates to calculate certain of our key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

Certain of our 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 our 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 our user base, and factors relating to user activity and systems may impact these numbers. In addition, we rely on the accuracy and transparency of data provided by individuals and reported by third parties to calculate our metrics and eliminate duplication of data.

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

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

Our 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 our business and prospects.

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

As a result of our global operations, we may be subject to a variety of laws and regulations in various jurisdictions where we 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 we 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 we have commercial relationships, such as our 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 our data collection or processing practices and policies, incur substantial costs and expenses in an effort to comply, alter our 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 our 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 our responsibility and liability in relation to personal data that we process where such processing is subject to the GDPR, and we 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 our cost of doing business or require us to change our business practices, and despite those efforts, there is a risk that we may be subject to fines and penalties, litigation, and reputational harm in connection with our 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), we will be required to incorporate a GDPR transfer mechanism (such as the European Commission approved standard contractual clauses (“SCCs”)) into our 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 we 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, we 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 we do not collect user data in the PRC, we are currently not subject to data privacy rules and regulations in the PRC. However, we expect that there will continue to be new proposed laws and regulations concerning data privacy and security in the PRC, and we 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 our data processing practices and policies and increase the cost of our operations. Failure to comply with such restrictions could subject us 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 our growth strategy, adversely affect our ability to attract or retain players, and otherwise adversely affect our business, reputation, legal exposure, financial condition and results of operations. Our business, including our 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 our games, features, or our privacy policy.

Player interaction with our games is subject to our privacy policy and terms of service. If we fail to comply with our posted privacy policy or terms of service or if we 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 us by governmental authorities or others, which could result in fines or judgments against us, damage our reputation, impact our financial condition, and harm our business. If regulators, the media, or consumers raise any concerns about our privacy and data protection or consumer protection practices, even if unfounded, this could also result in fines or judgments against us, damage our reputation, and negatively impact our financial condition and damage our business.

Additionally, if third parties we work with, such as our service providers or game developer partners, violate applicable laws, regulations, or agreements, such violations may put our 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 us by consumer advocacy groups or others and could result in significant liability, cause our players to lose trust in us 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 us, 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, we are dependent upon app distribution platform providers, such as Apple App Store and Google Play—to solicit, collect, and provide us with information regarding our 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 our 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 us, or by third parties we work with, such as our 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 us and/or our game developer partners, which in turn could result in significant liability or temporary or permanent suspension of our business activities with these platforms, cause our players to lose trust in us, and otherwise compromise our growth strategy, adversely affect our 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 us or third parties, including our game developer partners, could result in potential penalties and disruptions in our 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. Our security measures and standards may not be sufficient to protect personal information, and we cannot guarantee that our 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 our 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 our growth and adversely affect our ability to attract, monetize, or retain players. These risks could also subject us 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.

Our business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing, and which could subject us to claims or otherwise harm our business.

We are subject to a variety of laws in the U.S. and abroad that affect our 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 us 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 our games are played in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions or other jurisdictions may claim that we are required to comply with their laws and regulations.

We 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 us 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 our social casino games, certain, or all, of our casino-themed games may become subject to such rules and regulations and expose us to civil and criminal penalties if we 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 our 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 we may be required to comply with, could require that these game mechanics be modified or removed from games, increase the costs of operating our 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 we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to modify our 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 us 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 ours conducting business through the Internet and mobile devices. We anticipate that scrutiny and regulation of our industry will increase, and we 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 our games and the virtual currency, goods, or payments that we receive. If that were to occur, we may be required to seek licenses, authorizations, or approvals from relevant regulators, the granting of which may be dependent on us meeting certain capital and other requirements, and we 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 our technology systems and platforms is essential to our business. Any disruption to our information technology systems could materially affect our ability to maintain the satisfactory performance of our game publishing support services.

The proper functioning of our 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 our administrative processes and game publishing services. See “Business of Gamehaus—Technology.” The satisfactory performance, reliability, and availability of our information technology systems are critical to our 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. Our 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 our system or platforms and compromise the quality of the gaming publishing support services provided thereon. Our 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 our daily operations. As such, our reputation may be materially and adversely affected, our market share could decline, and we could be subject to liability claims.

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

Our 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 our 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 our systems or otherwise exploit any security vulnerabilities. Our 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 our systems and the data stored on or transmitted by those systems, including the data of our game players.

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

We rely on app distribution platforms to distribute our mobile games and collect payments, including, in particular, Apple App Store and Google Play. If we were denied access to these app distribution platforms or if the terms of our revenue-sharing arrangements or other material aspects of our arrangements with these platforms were to materially adversely change, our 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. We publish our mobile games primarily through these app distribution platforms. Substantially all of the revenue our games generate are processed by those platforms. We 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 our 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 our customers (namely, game players) who accessed our games through these platforms, our accounts receivable are derived mainly from sales through these two platforms. As of December 31, 2023, Apple App Store and Google Play accounted for approximately 62% 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. As of June 30, 2022, Apple App Store and Google Play accounted for approximately 62% and 19%, respectively, of our total accounts receivable balance.

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

We 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 our platform providers do not perform their obligations in accordance with our platform agreements, we 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 our players to purchase virtual items. Furthermore, any changes in the revenue-sharing arrangements that we have with those third-party app distribution platforms may materially impact our revenue and profitability. In addition, changes in the credit period or the settlement cycle terms of these platforms may materially and adversely affect our 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 we cannot assure you that we will be able to resolve such disputes in a timely manner or at all.

In addition, we may lose a significant app distribution platform due to a variety of factors, including our 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 us or third parties, including our game developer partners, could result in potential penalties and disruptions in our business, which may adversely affect our results of operations and financial performance.” Even though we have a strong record of performance, we cannot guarantee that we will continue to maintain the business cooperation with these significant app stores at the same level, or at all.

We rely on a few third-party app distribution platforms to distribute our games and collect revenue, and if our ability to do so is harmed, or such app distribution platforms change their policies in such a way that restricts our business, increases our expenses, or limits the information we derive from our 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 our advertising practices and/or our ability to efficiently generate revenue for our games. We and our third-party advertisement providers rely in part on identifier for advertisers (“IDFA”) to provide us with data that helps us better market and monetize mobile games. To the extent we or our 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, our marketing may not be as effective, we may not be able to continue to efficiently generate revenue for our mobile games, and our 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 we or our third-party advertising providers violate, or a distribution platform provider believes we or our third-party advertising providers have violated, a distribution platform’s terms of service, or if there is any change or deterioration in our relationship with such distribution provider, that platform provider could limit or discontinue the distribution of our mobile games on their platform, or limit or discontinue our access to its platform. In the event that third-party distribution platforms reduce the visibility or availability of our mobile games, our users’ ability to access our mobile games, or our ability to monetize our 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 us or third parties, including our game developer partners, could result in potential penalties and disruptions in our business, which may adversely affect our results of operations and financial performance.

We depend upon our app distribution platforms, such as Apple App Store and Google Play, to solicit, collect, and provide us with information regarding our games that is necessary for compliance with applicable laws and regulations in the local markets where our 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 us, or by third parties with whom we work, such as our 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 us and/or our game developer partners, which in turn may result in significant liability or temporary or permanent suspension of our business activities with those platforms, cause our players to lose trust in us, adversely affect our ability to attract, monetize, or retain players, and otherwise adversely affect our business and reputation. As of the date of this proxy statement/prospectus, we have not received any inquiries, notices, warnings, fines, or penalties regarding noncompliance with such rules and guidance mandated by our 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 we work, including our current or future game developer partners, will consistently comply with these rules and policies. In the event of any noncompliance, regardless of its veracity, we may incur penalties, fines, or punishments, including the removal of our 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 us 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.

We use generative AI tools in our 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 we would not be able to claim copyright ownership in any source code, text, images, or other materials that we develop through the use of generative AI tools, and the availability of such protections in other countries is unclear. As a result, we could have no remedy if third parties reused those same materials, or similar materials also generated by AI tools. In addition, we 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, we may face claims from third parties claiming infringement of their intellectual property rights of materials or content we believed to be available for use and not subject to license terms or other third-party proprietary rights. We could also be subject to claims from the providers of the generative AI tools, if we 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 us to purchase a costly license, or limit or cease using the implicated software, or other materials or content unless and until we 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 our 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 we fail to manage our growth or execute our strategies and future plans effectively, we may not be able to take advantage of market opportunities or meet the demand of our customers.

Our business has grown substantially since our inception, and we expect it to continue to grow in terms of scale and diversity of operations. For example, in order to diversify our revenue streams for future growth, we 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 our long-term cooperation with them, who we believe have the potential to continue producing quality games. In addition, we endeavor to enlarge our developer partner base and diversify our game portfolio by actively sourcing new developers and game products. After 2023, as we plan to keep launching new products in the social casino game market, we 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. We must continue to hire, train, and effectively manage new employees. In the event that our new hires fail to perform as expected, or if we 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 our services will also require us to maintain consistency in the quality of our services so that our market reputation is not damaged by any deviations in quality, whether actual or perceived.

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

All of these endeavors involve risks and will require significant management, financial, and human resources. We cannot assure you that we will be able to effectively manage our growth or to implement our strategies successfully. There is no assurance that the investment to be made by us as contemplated under our future plans will be successful and generate the expected return. If we 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 our intellectual property by third parties and expenses incurred in protecting our intellectual property rights may adversely affect our business, reputation, and competitive edge.

As of the date of this proxy statement/prospectus, we have registered 61 software copyrights in the PRC, 34 domain names in the PRC, and nine and two trademarks in the PRC and U.S., respectively. We regard our software copyrights, trademarks, domain names, and similar intellectual property as important to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-disclosure agreements to protect our proprietary rights. For details, please see “Business of Gamehaus — Intellectual Property.”

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

Policing unauthorized use of our 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 our resources and could disrupt our business, as well as materially adversely affect our financial condition and results of operations. Further, despite the potentially substantial costs, we cannot assure you that we will prevail in such litigation.

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

We cannot be certain that our operations or any aspects of our 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. We 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 our game products or technology and analytics tools or infrastructure utilized in our data-driven publishing support services. There could also be existing intellectual property of which we are not aware that our products and services may inadvertently infringe.

If any third-party infringement claims are brought against us, we 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 we 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 we were found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our 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 we conduct business could expose us to legal expenses, compensation to third parties, penalties, and disruptions of our business, which may adversely affect our results of operations and financial performance.

Third parties with which we 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 our business. We 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 us to legal expenses or compensation to third parties, or both.

We, 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 we will be able to identify irregularities or non-compliance in the business practices of third parties with which we 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 our business may affect our business activities and reputation, and may in turn affect our business, results of operations and financial performance.

Moreover, regulatory penalties or punishments against our business stakeholders, such as our game developer partners, whether or not resulting in any legal or regulatory implications upon us, 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 our usual course of business with them and result in material negative impact on our business operations, results of operation, and financial condition.

Future acquisitions may have an adverse effect on our ability to manage our business.

We may acquire businesses, technologies, services, or products that are complementary to their existing game publishing businesses. Future acquisitions may expose us 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, we 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 we identify an appropriate acquisition or investment target, we may face challenges in successfully negotiating favorable terms of the acquisition or investment and financing the proposed transaction. We may need to raise additional debt funding or sell additional equity securities to make such acquisitions. The raising of additional debt funding by us, 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 us, 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 our profitability.

Our 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 we receive through income-sharing and/or profit-sharing arrangements with our 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 us.

We face risks related to natural disasters, health epidemics, and other outbreaks, which could significantly disrupt our operations.

Our 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, our 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. As a result, a new round of lockdowns, quarantines, or travel restrictions has been imposed to date upon different provinces or cities in China, including Shanghai, by the relevant local government authorities. We temporarily closed our Shanghai office starting from April 2022, as required by the local authorities in Shanghai, and had our employees located in Shanghai work remotely. Starting from June 2022, we reopened our Shanghai office, and both our management and business activities returned to normal. As a result of some employees working remotely and others taking sick leave occasionally, our ability to maintain a stable customer relationship was moderately compromised. During the fiscal year ended June 30, 2023, our business was moderately impacted by the COVID-19 pandemic for the same reason, as some of our 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, we gradually recovered from the negative impact of the COVID-19 pandemic on their results of operations. During the second half of fiscal year 2023, the COVID-19 pandemic did not have a material impact on our operating entities’ financial positions and operating results. Overall, considering that we do not publish our games in the PRC market and most of our game publishing operations can by conducted online with the concerted efforts of our technical and administrative teams, the negative impact of the COVID-19 pandemic. was very limited. In fact, our total revenue increased by 19.3%, or $27.3 million, to $168.2 million for the fiscal year ended June 30, 2023 from $140.9 million for the fiscal year ended June 30, 2022. During the six-month period ended December 31, 2023, the COVID-19 pandemic did not have a material impact on our operating entities’ financial positions or 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 us 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 we 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 we 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 our games and our results of operations may be materially and adversely affected.

Any negative publicity about us, our services, and our management may materially and adversely affect our reputation and business.

We may from time to time receive negative publicity about us, our management, or our business. Certain of such negative publicity may be the result of malicious harassment or unfair competition acts by third parties. We 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 we 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 our mobile games can also arise for other reasons, including misconduct of our employees or any third-party business partners with whom we conduct business. Our reputation may be materially and adversely affected as a result of any negative publicity, which in turn may cause us to lose market share, game players, cooperative development teams, and other business partnerships.

We 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 our overall cost structure, particularly if we are unable to increase the prices we charge our 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, we 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 we are unable to take effective measures in a timely manner to mitigate the impact of the inflation as well as a potential recession, our business, financial condition, and results of operations could be adversely affected.

If we fail to attract, recruit, or retain our key personnel, including our executive officers, senior management, and key employees, our ongoing operations and growth could be affected.

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

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

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

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

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

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

We maintain a general public liability insurance for one of our 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. Our insurance coverage is insufficient to protect us against most losses. For example, we do not maintain directors and officers liability insurance, group comprehensive life insurance for employees, property insurance, or business disruption insurance. Neither do we maintain cyber-security insurance or insurance against breaches or loss of data or personal private information of users of our games. As a result, we do not have any insurance coverage that would compensate us if a public or private claim is brought against us claiming a failure to adequately protect privacy and data. The absence of insurance protection places our company at risk of incurring substantial costs and expenses for repair, recovery, and potential legal liabilities in the event of unforeseen events. If we incur any loss that is not covered by our insurance policies, or if the compensated amount is significantly less than our actual loss, our business, financial condition, and results of operations could be materially and adversely affected.

Risks Relating to Doing Business in the PRC

Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on Gamehaus’ operations.

While Pubco does not publish games in the PRC market, it operates through subsidiaries in the PRC, and approximately 27.34% of its total assets are located in mainland China. Accordingly, Gamehaus’ business, financial condition, results of operations, and prospects may be influenced to a significant degree by political, economic, and social conditions in China generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources.

While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in China, in the policies of the Chinese government, or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect Gamehaus’ operating results and weaken their competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy but may have a negative effect on Gamehaus. For example, Gamehaus’ financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustments, to control the pace of economic growth. These measures may cause decreased economic activities in China, which may adversely affect Gamehaus’ operating results.

The Chinese government has recently published new policies that significantly affected certain industries such as the education and internet industries, and there is no assurance that it will not in the future release regulations or policies regarding the mobile game industry that could adversely affect Gamehaus’ business, financial condition, and results of operations. Furthermore, if China adopts more stringent standards with respect to certain areas such as corporate social responsibilities, Gamehaus’ PRC subsidiaries may incur increased compliance costs or become subject to additional restrictions in their operations.

Furthermore, Pubco, Gamehaus, and our investors may face uncertainty about future actions by the government of China that could significantly affect Gamehaus’ financial performance and operations. As of the date of this proxy statement/prospectus, neither Pubco nor Gamehaus has received or were denied permission from Chinese authorities to list on U.S. exchanges. However, there is no guarantee that Pubco or Gamehaus will receive or not be denied permission from Chinese authorities to list on U.S. exchanges in the future.

Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, 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 five decades has significantly increased the protection afforded to various forms of foreign or private-sector investment in China. Gamehaus 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 involves uncertainties.

From time to time, Gamehaus’ PRC subsidiaries may have to resort to administrative and court proceedings to enforce their 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 Gamehaus’ PRC subsidiaries 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, Gamehaus’ PRC subsidiaries may not be aware of their violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainties over the scope and effect of their 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 Gamehaus’ business and impede its ability to continue their operations.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against Pubco or its management that reside outside the United States based on foreign laws. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.

As a company incorporated under the laws of the Cayman Islands, Pubco conducts its operations through its subsidiaries in the PRC, and approximately 27.34% of its total assets are located in mainland China. In addition, following the closing of the Business Combination, four out of Pubco’s seven directors and officers, namely Feng Xie, Yimin Cai, Ling Yan, and Xi Yan, will be residents of the PRC. All or a substantial portion of the assets of Pubco’s directors and officers are located outside the United States. As a result, it may be difficult for you to effect service of process upon those persons inside mainland China. It may be difficult for you to enforce judgments obtained in U.S. courts based on civil liability provisions of the U.S. federal securities laws against Pubco and its officers and directors who do not currently reside in the U.S. or have substantial assets in the U.S. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against Pubco, or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state. See “Enforceability of Civil Liabilities.”

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against Pubco or its directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.

It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with counterparts of another country or region to monitor and oversee cross border securities activities, such regulatory cooperation with the securities regulatory authorities in the United States may not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law (“Article 177”), which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. Article 177 further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies without prior consent from the securities regulatory authority of the State Council and the competent departments of the State Council. While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigations or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

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

The Chinese government has significant oversight and discretion over the conduct of Gamehaus’ business and may intervene or influence its operations at any time as the government deems appropriate to further regulatory, political, and societal goals, which could result in a material change in Pubco’s operations and/or the value of Pubco 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 mobile game industry that could adversely affect Gamehaus’ 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, Pubco and Gamehaus 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, Pubco and Gamehaus 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 Pubco and its investors, including you.

Any actions by the Chinese government, including any decision to intervene or influence the operations of Gamehaus or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause Pubco to make material changes to the operations of Gamehaus, may limit or completely hinder Pubco’s 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. Following the consummation of the Business Combination, the ability of Pubco’s 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 Pubco and Gamehaus to ensure their PRC subsidiaries’ compliance with such regulations or interpretations. As such, Pubco and Gamehaus may be subject to various government and regulatory interference in the provinces in which they operate in China. They 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 Pubco will be required to obtain permission from the PRC government to list 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 Pubco and Gamehaus are currently not required to obtain permission from any Chinese authorities and have not received any notice of denial of permission to list on the U.S. exchange as of the date of this proxy statement/prospectus, their operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to their business or industry, particularly in the event permission to list on U.S. exchanges may be later required, or withheld or rescinded once given.

Accordingly, government actions in the future, including any decision to intervene or influence the operations of Gamehaus at any time or to exert control over an offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause Pubco to make material changes to the operations of Gamehaus, may limit or completely hinder Pubco’s 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.

The Opinions, the Trial Measures, and the revised Provisions recently issued by the PRC authorities may subject Pubco or its 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 working 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 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. The Trial Measures specify that the offering and listing of an issuer shall be deemed as an indirect overseas offering and listing of a PRC domestic company if, among other features, the issuer derives over 50% of the revenue, net income, total assets, or net assets from mainland China within the most recent completed fiscal year. As of the date of this proxy statement/prospectus, since Gamehaus generated over 50% of each of its revenue, net income, total assets, and net assets from outside China, Pubco’s PRC counsel, JunHe LLP, has advised that the offering and listing of Pubco are unlikely to be considered a PRC domestic company’s indirect overseas offering and listing under the Trial Measures, and thus none of Pubco, Gamehaus, or their subsidiaries are required to complete filing procedures with the CSRC. However, since the Trial Measures are newly published and the legislation, administration and jurisdiction authorities in China have broad discretion, even though Gamehaus does not fall into the definition of “an indirect overseas offering and listing of a PRC domestic company” explicitly stipulated in the Trail Measures, there remains a risk that the CSRC may nonetheless regard Gamehaus or Pubco as an issuer subject to the Trial Measures, and therefore Gamehaus or Pubco may be required to complete the filing with the CSRC in connection with the Business Combination. Given the substantial uncertainties surrounding the latest CSRC filing requirements, there is no assurance that, if ever required, Gamehaus or Pubco will be able to complete the filings and fully comply with relevant applicable laws or regulations on a timely basis, or at all.

Nonetheless, the Opinions, the Trial Measures, the revised Provisions, and any related implementing rules to be enacted may subject Pubco or its subsidiaries to additional compliance requirements in the future. As there are still uncertainties regarding the interpretation and implementation of such regulatory guidance, there is no assurance that Pubco, Gamehaus, or any of their subsidiaries will remain exempt from the obligation to complete filing procedures in connection with the consummation of the Business Combination and listing of Pubco Class A Ordinary Shares. In the event that any of such entities are required to do so, there is no guarantee that their filing documents in connection with the closing of Business Combination and listing of Pubco Class A Ordinary Shares will meet the standards of the CSRC, or that they 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.

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 Pubco’s listing on Nasdaq or future offerings of its 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, 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 clarifies 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 Pubco and the prohibition of trading in its securities if the PCAOB is unable to inspect Pubco’s 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. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause existing and potential investors in Pubco Class A Ordinary Shares to lose confidence in Pubco’s audit procedures and reported financial information and the quality of its financial statements.

Pubco’s auditor, Audit Alliance LLP, the independent registered public accounting firm that issues the audit report included elsewhere in this proxy statement/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. Pubco’s 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 Pubco’s auditor and Pubco’s auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. However, the recent developments would add uncertainties to the closing of Business Combination and there is no assurance whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to Pubco since Pubco is an emerging growth company and the majority of its operations are conducted in China. Furthermore, if the PCAOB is unable to inspect Pubco’s 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 Pubco’s securities and trading in such securities could be prohibited.

On August 26, 2022, the CSRC, the MOF, and the PCAOB signed 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 obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination.

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

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 at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries.

On November 14, 2021, the CAC published the Draft Regulations on the Network Data Security Administration (Draft for Comments) (the “Security Administration Draft”). The Security Administration Draft 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. According to the Security Administration Draft, data processing operators shall apply for a cybersecurity review by the relevant Cyberspace Administration of the PRC under certain circumstances, such as (i) mergers, restructurings, and divisions of Internet platform operators that hold large amount of data relating to national security, economic development, or public interest which affects or may affect the national security, (ii) overseas listings of data processors that process personal data for more than one million individuals, (iii) Hong Kong listings of data processors that affect or may affect national security, and (iv) other data processing activities that affect or may affect the national security. The deadline for public comments on the Security Administration Draft was December 13, 2021.

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 proxy statement/prospectus, none of Pubco, Gamehaus, or any subsidiaries thereof have received any notice from any authorities identifying any of them as CIIOs or requiring Pubco or Gamehaus to go through cybersecurity review or network data security review by the CAC. As confirmed by Pubco’s PRC counsel, JunHe LLP, Gamehaus’ operations and Pubco’s listing are not expected to be affected by, or subject to, cybersecurity review by the CAC under the Cybersecurity Review Measures, given that neither Gamehaus nor its PRC subsidiaries are (i) network 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) network platform operators with personal information data of more than one million users. There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Security Administration Draft 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 Draft. If any such new laws, regulations, rules, or implementation and interpretation come into effect, Pubco expects to take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on it. Pubco cannot guarantee, however, that Gamehaus will not be subject to cybersecurity review and network data security review in the future. During such reviews, Gamehaus 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 Pubco and diversion of its managerial and financial resources, which could materially and adversely affect its 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, due to interventions in or the imposition of restrictions and limitations on the ability of Pubco or its subsidiaries by the PRC government to transfer cash or assets.

Relevant PRC laws and regulations permit Pubco’s 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 Pubco’s 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 Pubco to pay dividends to its 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 Pubco 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.

Pubco’s cash dividends, if any, will be paid in U.S. dollars. If Pubco is considered a tax resident enterprise of the PRC for tax purposes, any dividends it pays to its 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, Pubco may be classified as a PRC ‘resident enterprise’ for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to Pubco and its non-PRC shareholders and have a material adverse effect on its results of operations and the value of your investment.”

As of the date of this proxy statement/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. There is no assurance the PRC government will not intervene in or impose restrictions on Pubco’s ability to transfer cash or assets.

As a result of the above, to the extent cash or assets in the business are in the PRC/Hong Kong or a PRC/ Hong Kong entity, such 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 Pubco or its subsidiaries by the competent government to the transfer of cash or assets.

Under the PRC Enterprise Income Tax Law, Pubco may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to Pubco and its 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 Pubco is within the territory of China, Pubco 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, Pubco will be subject to the uniform 25% enterprise income tax on its worldwide income, which could materially reduce Pubco’s net income. In addition, Pubco will also be subject to PRC enterprise income tax reporting obligations. Finally, dividends payable by Pubco to its 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 Pubco would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that Pubco is treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in Pubco Class A Ordinary Shares. Although up to the date of this proxy statement/prospectus, neither Pubco nor Gamehaus has been notified or informed by the PRC tax authorities that they have been deemed to be resident enterprises for the purpose of the EIT Law, there is no assurance that they will not be deemed to be resident enterprises in the future.

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

Following the consummation of the Business Combination, Pubco will indirectly hold the equity of its 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 proxy statement/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, Gamehaus’ current services and operations in China are unlikely to be restricted or prohibited by the Negative List, but there is no guarantee that the Chinese government will not make a different interpretation, so as to disallow Pubco’s holding corporate structure. Moreover, the Chinese government revises the Negative List from time to time; although the scope of the Negative List is narrowing as a whole, it remains uncertain whether Gamehaus’ existing business or future business will be included in future revisions. If the business of Gamehaus’ PRC subsidiaries is deemed as a restricted or prohibited business based on the Negative List, Pubco’s corporate structure post-Business Combination may be considered illegal and required to be restructured by the Chinese government, which may adversely affect Pubco’s operations and the value of the securities it 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 proxy statement/prospectus, most of Gamehaus’ shareholders have completed SAFE Circular 37 Registration and are in compliance. Some of Gamehaus’ 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. Pubco attempts to comply and ensure that, following the consummation of the Business Combination, its shareholders who are subject to these rules comply with the relevant requirements. However, Gamehaus and Pubco may not be fully informed of the identities of all their shareholders or beneficial owners who are PRC residents, and therefore, Pubco and Gamehaus may not be able to identify all their 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 Pubco’s 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 Pubco’s equity under the PRC laws. Furthermore, if PRC authorities disallow such shareholder to own Pubco’s equity, Pubco’s PRC subsidiaries may be prohibited from distributing dividends to Pubco or from carrying out other subsequent cross-border foreign exchange activities, and Pubco may be restricted in its ability to contribute additional capital to its PRC subsidiaries, which may adversely affect Pubco’s operations and the value of the securities Pubco is registering for sale.

Furthermore, if future laws, administrative regulations, or provisions mandate further actions to be taken by Pubco, Gamehaus, or their PRC subsidiaries with respect to their existing corporate structure, Pubco may face substantial uncertainties as to whether it 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 Pubco’s corporate structure, resulting in a material change in its operations and/or a material change in the value of Pubco Class A Ordinary Shares, including that it could cause the value of Pubco Class A Ordinary Shares to significantly decline or become worthless.

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

As a company having certain business operations in China, Gamehaus is subject to the laws and regulations of China, which can be complex and evolve rapidly. The PRC government has the power to exercise significant oversight and discretion over the conduct of Gamehaus’ business in China, and the regulations to which Gamehaus’ business in China is subject may change rapidly and with little advance notice to Gamehaus or its shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with Gamehaus’ current policies and practices. 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: