What changed in Gamehaus Holdings Inc.'s 20-F — 2024 vs 2025

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable. ITEM 3. KEY INFORMATION Our Holding Company Structure Gamehaus Holdings is an exempted company incorporated in the Cayman Islands and not a Chinese operating company, and this corporate structure involves unique risks to our investors.

As an exempted company in the Cayman Islands with no material operations of its own, all of the operations are conducted through our subsidiaries. Our Class A Ordinary Shares are shares of the Cayman Islands exempted company instead of shares of our operating entities, including those in the PRC.

Holders of our Class A Ordinary Shares do not directly own any equity interests in our subsidiaries, but will instead own shares of a Cayman Islands exempted company.

The Chinese regulatory authorities could disallow our corporate structure, which would likely result in a material change in our operations and/or a material change in the value of our securities, including that it could cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “ Item 3. Key Information—D.

Risk Factors—Chinese regulatory authorities could disallow our holding company structure, which may result in a material change in our operations and/or a material change in the value of our securities, including that it could cause the value of such securities to significantly decline or become worthless.” Permissions or Approval Required from the PRC Authorities for Our Operations In order to operate our business activities as currently conducted in China, each of our PRC Subsidiaries is required to obtain a business license from the State Administration for Market Regulation (“SAMR”).

We confirm that, as of the date of this Report, each of our PRC Subsidiaries has obtained a valid business license from the SAMR and no application for any such license has been denied.

Furthermore, as of the date of this Report, our PRC Subsidiaries are not required to obtain any other approval, licenses, or permits from PRC governmental authorities to conduct their business.

However, it is uncertain whether we or our PRC Subsidiaries will be required to obtain additional approval, licenses, or permits in connection with our business operations pursuant to evolving PRC laws and regulations, and whether we would be able to obtain and renew such approval on a timely basis or at all.

Failing to do so could result in a material change in our operations, and the value of our Class A Ordinary Shares could depreciate significantly or become worthless.

On July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the “Opinions.” The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervision over overseas listings by Chinese companies.

These Opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-concept overseas-listed companies and the demand for cybersecurity and data privacy protection. On February 17, 2023, the CSRC promulgated the Trial Measures and five supporting guidelines, which became effective on March 31, 2023.

Pursuant to the Trial Measures, PRC domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three business days following their submission of initial public offerings or listing applications.

If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. 1 On February 24, 2023, the CSRC, together with the MOF, National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009.

The revised Provisions were issued under the title the “Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies” (the “Archive Provisions”) and became effective on March 31, 2023 together with the Trial Measures.

One of the major revisions to the Archive Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures.

On or after March 31, 2023, any failure or perceived failure by our c ompany or our PRC Subsidiaries to comply with the above confidentiality and archives administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.

As there are still uncertainties regarding the interpretation and implementation of the Trial Measures and any regulatory guidance related thereto, we cannot assure you that our future filings will meet the standards of the CSRC, or that we will be able to comply with any additional regulatory requirements, which may arise from the evolving interpretation of the Opinions, the Trial Measures, or any related implementing rules to be enacted, with respect to our future overseas capital-raising activities.

Risk Factors— The Opinions, the Trial Measures, and the revised Provisions recently issued by the PRC authorities may subject our PRC Subsidiaries to additional compliance requirements in the future .” Other than the CSRC filing review under the Trial Measures, neither we nor our PRC Subsidiaries are required to obtain, or have been denied, any other approval, licenses, or permits from PRC governmental authorities to offer our securities.

The Cybersecurity Review Measures, which became effective on February 15, 2022, provide that, in addition to CIIOs that intend to purchase Internet products and services, online platform operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC.

According to the Cybersecurity Review Measures, a cybersecurity review assesses potential national security risks that may be brought about by any procurement, data processing, or overseas listing.

The Cybersecurity Review Measures further require that CIIOs and data processing operators that possess personal data of at least one million users must apply for a review by the Cybersecurity Review Office of the PRC before conducting listings in foreign countries.

As of the date of this Report, we have not received any notice from any authorities identifying any of our PRC Subsidiaries as a CIIO or requiring us to go through cybersecurity review or network data security review by the CAC.

We are not subject to cybersecurity review or network data security review by the CAC under the Cybersecurity Review Measures or the Security Administration Regulations, because our PRC Subsidiaries are not CIIOs or online platform operators that possess personal information of at least one million users or engage in data processing activities that affect or may affect national security.

There remains uncertainty, however, as to how the Cybersecurity Review Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures. For further details, see “ Item 3. Key Information—D.

Risk Factors— Recent greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business.” The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, as amended by the Consolidated Appropriations Act, 2023, if the Securities and Exchange Commission, or the SEC, determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years, the SEC will prohibit our Class A Ordinary Shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States. 2 On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor.

On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.

Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.

If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.

There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. See “

Item 3. Key Information—D. Risk Factors—Our securities may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, if the PCAOB is unable to inspect or investigate completely auditors located in China.

The delisting of our securities, or the threat of their being delisted, may materially and adversely affect the value of your investment .” Cash Flows through Our Organization As of the date of this Report, no cash transfer or transfer of other assets has occurred between the Parent and our subsidiaries except that during March 2025, Gamehaus Holdings received US$100,798 from Gamehaus HK for working capital purpose.

We have established controls and procedures for cash flows within our organization based on internal cash management policies established by our finance department, which were discussed, considered, and reviewed by the relevant departments in our c ompany , and approved by our Chairman of the Board of Directors.

Specifically, our finance department supervises cash management, following the instructions of our management. Our finance department is responsible for establishing our cash operation plan and coordinating cash management matters among our subsidiaries and departments.

Each subsidiary and department initiates a cash request by putting forward a cash demand plan, which explains the specific amount and timing of cash requested, and submitting it to our finance department. The finance department reviews the cash demand plan and prepares a summary for the management of our c ompany .

Management examines and approves the allocation of cash based on the sources of cash and the priorities of the needs. A. [Reserved] B. Capitalization and Indebtedness Not Applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. 3 D. Risk Factors Summary of Risk Factors Our business and our industry are subject to significant risks.

You should carefully consider all of the information set forth in this Report and in our other filings with the SEC, including the following risk factors, in evaluating our business.

Any of the following risks or any additional risks not presently known to us or that we currently deem immaterial may materially and adversely affect our business, financial condition, results of operations, and growth prospects. In that event, the trading price of our securities could decline, and you could lose all or portion of your investment.

This Report also contains forward-looking statements that involve risks and uncertainties.

See the section entitled “ Cautionary Note Regarding Forward-Looking Statements .” Risks Relating to Our Business ● 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 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; ● Our failure to anticipate or successfully implement new technologies could render our game publishing support services uncompetitive and reduce 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; ● 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; ● 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 an adverse effect on our business, financial condition, and results of operations; ● Our business generates and processes a large amount of data, and we are 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 adverse effect on our business and prospects; ● 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; ● 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; ● 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; ● 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; ● 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; ● 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; ● 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 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; and ● 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. 4 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 our business and operations; ● 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; ● You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our 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; ● Given the Chinese government’s significant oversight and discretion over the conduct of our business, the Chinese government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares; ● Any actions by the Chinese government, including any decision to intervene or influence our operations or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to our operations, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless; ● The Opinions, the Trial Measures, and the revised Provisions recently issued by the PRC authorities may subject us or our subsidiaries to additional compliance requirements in the future; ● Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.

These developments could add uncertainties to our listing on Nasdaq or future offerings of our securities in the U.S.; ● Recent greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business; ● 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 our ability by the PRC government to transfer cash or assets; ● Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes.

Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment; ● Chinese regulatory authorities could disallow our holding company structure, which may result in a material change in our operations and/or a material change in the value of our securities, including that it could cause the value of such securities to significantly decline or become worthless; ● If we become directly subject to the scrutiny, criticism, and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price, and reputation; ● Some of our subsidiaries are subject to various evolving Hong Kong laws and regulations regarding data security or antimonopoly, which could subject them to government enforcement actions and investigations, fines, penalties, and suspension or disruption of their operations; ● Increases in labor costs in the PRC may adversely affect our business and profitability; and ● Our PRC subsidiaries have not made adequate social insurance and housing fund contributions for all employees as required by PRC regulations, and have paid social insurance and housing fund for certain employees through a third-party agency, which may subject them to penalties. 5 Risks Relating to Our Class A Ordinary Shares and the Trading Market ● As a public company, we incur higher costs as compared to when we were a private company. ● If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations, or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected; ● We may or may not pay cash dividends in the foreseeable future; ● A market for our securities may not develop or be sustained, which would adversely affect the liquidity and price of our Class A Ordinary Shares; ● The market price of our Class A Ordinary Shares may be volatile or may decline, regardless of our operating performance; ● We may not be able to maintain the listing of our Class A Ordinary Shares on Nasdaq; ● If securities or industry analysts publish reports that are interpreted negatively by the investment community or publish negative research reports about our business, our share price and trading volume could decline; ● The issuance of additional Class A Ordinary Shares in connection with future financings, acquisitions, investments, the Incentive Plan, or otherwise will dilute all other shareholders; ● We are an “emerging growth company,” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make our Class A Ordinary Shares less attractive to investors, which could have a material adverse effect on us, including our growth prospects; ● As a “foreign private issuer” under the rules and regulations of the SEC, we are permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules and is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers; ● We are a “controlled company” within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders; ● The dual-class structure of our Ordinary Shares has the effect of concentrating voting control with our Chairman of Board of Directors, and his interests may not be aligned with the interests of our other shareholders; ● Our dual-class capital structure may render our Class A Ordinary Shares ineligible for inclusion in certain stock market indices, and thus adversely affect the trading price and liquidity of our Class A Ordinary Shares; ● Because we are incorporated in the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited; and ● If we are characterized as a passive foreign investment company for U.S. federal income tax purposes, our U.S. shareholders may suffer adverse tax consequences.

Risks Relating to Our Business 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, the 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 game portfolio with games in a variety of genres that are in line with market trends and to successfully monetize such games.

By leveraging industry expertise and data-driven insight, we decide which games to publish by assessing their expected revenue and profits based on lifetime value (“LTV”) prediction. See “ Item 4—Information on the Company—B.

Business Overview—Services—Screening and Testing. ” However, screening and testing mobile games for success potential can be challenging and require 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 screening and testing may not be sufficient to meet the goals.

Further, for our new games, it may take a long period of time for their 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. 6 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 pipeline games.

Any delays in product releases or problems arising from the commercial release of 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.

Players may have high expectations on the quality, performance, and integrity of our mobile games and services, 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 serve “free-to-play” games that players will download and spend time and money playing. We focus 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 focus 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 portion of 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 engaging player experiences for which a sufficient number of players will pay or that we are able to otherwise sufficiently monetize the 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 our ability to achieve commercial success will depend on our ability to: ● achieve benefits from our player acquisition costs; ● achieve viral organic growth and gain customer interest in our games through free or more efficient channels; ● adapt to changing player preferences; ● adapt to new technologies and feature sets for mobile and other devices; ● expand and enhance games after their initial release; ● partner with mobile platforms and obtain featuring opportunities; and ● continue to adapt game feature sets for an increasingly diverse set of mobile devices, including various operating systems and specifications, limited bandwidth, and varying processing power and screen sizes. 7 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, and primary focus is to enable the game developer partners 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 them to risks beyond our control.

Although we typically enter into exclusive game license agreements with them when their game products show high profitability during the screening and selection process, there is no assurance that we will continue to maintain the cooperation with these third-party developer partners 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 the 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 the virtual items is highly dependent on how we manage the economies in the games. If we fail to manage their 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 the 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 the game 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 the brand or the 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 the brand is critical to maintaining and creating favorable relationships with players, platform providers, and advertisers, as well as competing for key talent. Increasing awareness of 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 the 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, the costs could increase, and our business, financial condition, results of operations, or reputation could suffer.

In addition, if a game contains objectionable content or the messaging functionality of our games is abused, we could experience damage to the reputation and brand. Despite reasonable precautions, some consumers may be offended by certain game content or the third-party advertisements displayed in 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 the 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. 8 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 other games without growing our overall user base, which could harm our 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 other games.

In particular, we plan to continue leveraging the existing games to cross-promote new games and features, which may encourage players of existing games to divert some of their playing time and discretionary spending away from our existing games.

If new games and game features do not grow the player base, increase the overall amount of time our players spend with the games, or generate sufficient new bookings to offset any declines from 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 data-driven technologies to empower game developers through the full life cycle of game development and distribution. See “ Item 4—Information on the Company—B.

Business Overview—Competitive Strengths—Sophisticated Technology Systems and Platforms with Data Expertise that Empower Game Publishing. ” As of the date of this Report, 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 the technologies we must implement and take advantage of these technologies 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 the AIGC service platform, business publishing predictive tool, and intelligent advertising management system, remain 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 the 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 the 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 the 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 the 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 the 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 the players to stop playing games altogether. 9 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 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 Report, we believe that we are well-positioned to effectively compete in the mobile gaming industry primarily due to (i) scalable business model that enables them to work with more developer partners on a cost-effective basis; (ii) connection to experienced and efficient Chinese game developers; and (iii) data-driven technology-enabled user acquisition and monetization strategies.

See “ Item 4—Information on the Company—B. Business Overview—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: ● the attractiveness and quality of mobile games; ● operational capabilities; ● business model; ● brand recognition; ● quality of services; ● effectiveness of sales and marketing efforts; and ● hiring and retention of talented staff.

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. We may in the future achieve greater market acceptance and recognition and gain a greater market share.

(“Shanghai Fanfengjian”), which is a limited liability company incorporated pursuant to PRC laws on November 19, 2021. ● On April 17, 2024, Chongqing Haohan formed a wholly owned subsidiary, Xi’an Ruojintang Technology Co., Ltd.

(“Xi’an Ruojintang”), a limited liability company established under the laws of the PRC. ● On August 6, 2025, Chongqing Haohan acquired an aggregate of 51% of the equity interests in Guangzhong Octopus Cat Network Technology Co., Ltd., a limited liability company incorporated under the laws of the PRC.

On January 27, 2025, our Class A Ordinary Shares commenced trading on Nasdaq, under the symbol “GMHS.” 40 The following diagram illustrates our corporate structure as of the date of this Report: B. Business Overview We are a technology-driven mobile game publishing company dedicated to nurturing partnerships with and amplifying the success of small- and medium-sized game developers.

With the data-driven commercialization support and optimized game distribution solutions, we help small- and medium-sized game developers stay competitive in the global gaming market.

As a game publisher targeting the global market, we distribute mobile games created by our developer partners across a wide range of gaming markets worldwide, including in countries such as the U.S., the U.K., Australia, Germany, France, Canada, Brazil, Japan, and India, among others.

As of the date of this Report, we have built a diverse game portfolio across multiple genres, including social casino, match, simulation, RPG, puzzle, and bingo. See “— Game Genres and Portfolio. ” Our most popular game category is social casino, and the majority of the users for this genre are located in Europe and North America.

As a result, more than 75% of our revenue for the fiscal years ended June 30, 2023, 2024 and 2025 was derived from the European and North American markets. As of the date of this Report, we have published approximately 110 mobile games and have achieved over 200 million cumulative downloads.

We operate as a game publishing compan y , but our role extends beyond that.

As we understand the challenges faced by small- and medium-sized game developers, who typically lack commercialization capabilities and face intense competition from large game developers in the mobile gaming industry with channel and resource advantages, we have developed a symbiotic relationship with small- and medium-sized game developers to drive mutual growth and success.

Specifically, by leveraging our extensive experience in the mobile gaming industry, technological advantages, and data-driven insights into game content production and distribution, we offer a comprehensive package of services covering all aspects of the game life cycle, including (i) game development, (ii) screening and pre-publication testing, (iii) user acquisition, and (iv) monetization.

See “ —Services .” Our proven and scalable growth model allows us to remain an asset-light company while fostering partnerships with game developers by selecting games that are most likely to succeed and distribute these games through the most appropriate distribution channels, so as to maximize the ROI in game promotion and marketing.

As of the date of this Report, we have worked with over 70 developer partners, who are all located in the PRC.

Our revenue for the fiscal year ended June 30, 2025 was US$118.0 million, with net cash flows generated from operating activities of US$2.2 million, compared to US$145.2 million of revenue and US$4.5 million of net cash flows generated from operating activities for the fiscal year ended June 30, 2024, as well as US$168.2 million of revenue and US$2.4 million of net cash flows generated from operating activities for the fiscal year ended June 30, 2023.

We had net income of US$3.8 million, US$8.6 million and US$4.1 million for the fiscal years ended June 30, 2025, 2024 and 2023, respectively. 41 Business Model We currently derive all of our revenue from the games we publish.

We and the developer partners typically have a tiered income-sharing or profit-sharing arrangement based on the total profits generated by the games.

The role we play, however, goes beyond publishing—we also provide comprehensive support services, including game content development, screening and pre-publication testing, user acquisition, and effective monetization strategies, in order to maximize profitability opportunities for each game we publish and extend its shelf life.

All of the mobile games we published are free to download, and we generate revenue primarily from the following three sources: ● In-App Purchases (“IAP”). Users can purchase in-game currencies, such as coins and diamonds, that can be used to purchase virtual goods or items within the games.

Users can purchase in-game items that enhance various game attributes or accelerate progress in order to enhance their gaming experience. Virtual goods can broadly be divided into consumable and durable items.

Consumable virtual items can be consumed by specific player actions, whereas durable virtual items provide players with long-term accessibility and the ability to exchange or utilize them for acquiring various in-game items or advancing to higher levels.

During the fiscal years ended June 30, 2025, 2024 and 2023, approximately 90.1%, 90.6% and 89.7% of the total revenue generated from the mobile games we published was attributed to IAP, respectively. ● In-App Advertising (“IAA”).

Apart from in-app purchases, we also monetize our games through in-app advertising, which allows users to obtain extra in-game currencies or game attempts by watching advertisements. In-game advertising offers a means of monetizing users who do not engage in in-game purchases.

During the fiscal years ended June 30, 2025, 2024 and 2023, approximately 9.9%, 9.4% and 10.3% of the total revenue generated from the mobile games we published was attributed to IAA, respectively. ● Subscription.

Subscriptions allow users in certain mobile games to gain long-term benefits, such as daily sign-on bonuses, extra coins, and extra game chances and game task rewards, by subscribing and making automatic payments on a weekly, monthly or yearly basis.

The subscription revenue accounted for less than one percent of the total revenue derived from the mobile games we published during the fiscal years ended June 30, 2025, 2024 and 2023.

Services We provide development and commercialization support to small- and medium-sized game developers, who often face challenges in producing game content and commercializing their games in an economic and effective manner. Our comprehensive support services encompass all aspects of the game life cycle, including (i) game development, (ii) screening and testing, (iii) user acquisition, and (iv) monetization.

Game development We provide AIGC services to assist developers in various aspects of game development, especially in game design and content generation, where our developer partners can create AI-based textual, graphic, and animation content that enhances the overall gaming experience. 42 Our AIGC solutions are tailored to meet the specific requirements of different developer teams.

For example, we designed and developed a customized AIGC service platform, Whispers Writing Room, for the developer partner who developed a story-based game called Whisper s (see “ —Game Genres and Portfolio ”).

To do so, our technical team incorporates the application programming interface of a large language model, ChatGPT, into our own content writing platform, to facilitate the production of textual content for the game. Such integration has streamlined our developer partner’s workflow and enhanced its content creation capabilities.

Textual story content, such as storylines, scripts, dialogue, and narratives, is created using the writing platform.

In addition, we have built a repository of art assets by utilizing Stable Diffusion, a deep learning, text-to-image model developed by third parties and made accessible to the public, as a customized game art style model for the generation of images tailored to the requirements of a particular game.

While Stable Diffusion is a publicly accessible AI platform, training it to be a game-specific art style model requires both art and technology expertise, which is often lacking among game developers. As such, we offer art style training solutions to assist the developer partners in utilizing Stable Diffusion to generate an extensive collection of art assets in their preferred style.

Our developer partners can utilize the trained art style model to produce art assets, such as characters, costumes, scenes, and icons, and reuse certain art assets when needed, thereby significantly improving the efficiency of their work. The AIGC services for textual and art content production work synergistically, enabling the efficient creation and release of new game story chapters.

For example, for the development of Whispers , the plot writing team can utilize the Whispers Writing Room to develop their plot, and they can further select and incorporate art assets, such as characters, background scenes, character activities, and facial expressions, from the customized art content resources developed specifically for Whispers to match their plot.

Once the plot and art assets are integrated, a new story chapter can be released for the game. With our AIGC services and expertise in textual and art asset creation, our developer partners can significantly accelerate their development and production processes. For example, a project that used to take three to five months can now be completed in a month.

The AIGC services also enable real-time optimization of the storyline based on user feedback, thus enhancing the overall gameplay experience by incorporating user input. With our AICG services, story-based games, such as Whispers , can be updated on a weekly basis.

While we used to release a story only when it was complete, the accelerated writing process enabled by our AIGC services allows the story writers to release a few chapters first, allowing them to gather feedback from game players while they work on the remaining chapters.

Screening and Testing At the early stage of game development, we evaluate mobile games from different developer partners to screen and select those with the highest potential for success prior to their official release to the market.

By leveraging their industry expertise and data-driven insight, we decide which games to publish by assessing their expected revenue and profits, generated based on LTV prediction. Specifically, we conduct preliminary user acquisition testing among a pool of candidate games.

This involves releasing the game on Google Play/Apple App Store and strategically spending a small amount of funds on several major advertising platforms to acquire users. We then gather key information and data in connection with the games by analyzing the behavior of early users.

In order to optimize the financial performance of a, we have developed a publishing business predictive tool/model, which enables us to utilize the data we collected to predict the potential profitability of those game candidates, enabling us to make informed decisions.

Through the test data, we can understand the user acquisition costs, retention rates, conversion rates, and ARPU across different distribution channels. Our predictive tool/model can utilize such data to calculate the LTV of users, which is a measure of the expected revenue generated by a player throughout his or her engagement with the game.

By comparing the LTV with the user acquisition cost, we are able to estimate the acceptable cost, profitability, and revenue scale of games, which help determine whether they should be published. The publishing business predictive tool/model also plays an important role in post-publication user acquisition by evaluating the rationality of investments and mitigating losses.

User Acquisition We rely on third-party advertising service providers, including Google Ads (including YouTube Ads), Meta Ads, AppLovin, Moloco, and Unity, to advertise our game apps through the ad distribution channels or platforms. See “— Suppliers .” We have established collaborative partnerships with those advertising platforms, either through agents or directly.

Our in-house advertising team is responsible for managing the associated advertising accounts with those third-party advertising service providers and setting up targeted advertising campaigns to effectively promote their game products. 43 In order to optimize the marketing and distribution of our mobile games, we have developed an intelligent advertising management system that can process and obtain real-time data to improve ad impressions and conversion rates.

Our integrated business intelligence data systems incorporate the key data we collected for each game we tested and/or published, with data provided by third-party advertising service providers or third-party analysis platforms. The initial data we collect includes users’ email addresses, geographical location, device information, and their preferences in games.

User profiling will then be conducted based on the user profiling analysis provided by third-party advertising platforms and our industry expertise, enabling us to make informed judgments.

In light of the initial data and the results of the user profiling analysis, which generate projected data such as their spending habits, we are able to decide who to target and how to deliver targeted advertisements to attract and retain prospective game players.

Data insights from different sources enable us to identify low-quality ad distribution channels and ineffective marketing creatives, which help reduce installation fraud and optimize advertising.

We understand that each game is unique, so while some ad distribution channels may be generally effective, they may not be the best fit for a particular game we publish, potentially resulting in low revenue or retention rates. Such ad distribution channels typically return low LTV and unsatisfactory ROI.

The ad distribution channels would therefore be marked as low-quality, as they may not be aligned with the target audience of a particular game. By doing so, we are able to accurately identify low-quality channels to refine user acquisition effectiveness while reducing marketing spending.

Meanwhile, we have implemented real-time data tracking, so we can conduct data analysis and issue timely warnings to mitigate publishing risks. Relevant data is continually collected and tracked both during pre-publication testing and following the release of the game.

Real-time data tracking allows us to identify risks and issue prompt warnings by setting rules to detect significant fluctuations or values below a pre-determined threshold.

For example, if there are connection or login issues in certain regions due to network fluctuations caused by cloud service providers, we can temporarily pause or reduce the advertising budget in those regions to mitigate the impact. Once network stability is restored, we can resume advertising investments in those regions, thereby improving the overall efficiency of capital utilization.

In summary, with our intelligent advertising management system, we can track and analyze data in real-time and identify the most effective marketing channels and strategies, as well as the best combinations of marketing materials. By doing so, we can optimize our user acquisition costs and improve ROI in game publishing.

Monetization We have also developed and implemented tailored in-app purchasing and advertising strategies for different categories of existing players. Based on anonymous user profiling analysis and segmentation of payment behavior, targeted strategies are designed to encourage user consumption.

With these personalized monetization strategies, we can offer users targeted promotional gift packages, thereby increasing the frequency and amount of user payments and ultimately boosting in-app purchase revenue. Technology We have designed and developed our technology and analytics infrastructure to enable data-driven publishing support services and improve administrative efficiencies.

Below are a few representative technical systems we have developed that make up our core technical infrastructure, primarily including (i) the Dataverse System, (ii) the Creative System, and (iii) the Beiming System.

The Dataverse System – Publishing and Operations Insight Intelligence Platform The Dataverse System is a publishing and operations insight intelligence platform designed to provide comprehensive data insight services for game publishing teams.

The system integrates player game behavior throughout the entire game lifecycle, along with player segmentation data analysis, and provides real-time feedback on game performance to enable a more efficient decision-making process.

Specifically, the system offers the following features: ● Data-Driven Decision Making : The system provides detailed player behavior data and market analysis to assist our operational teams in making data-based decisions. ● Real-Time Monitoring and Feedback : Our operational teams can monitor key performance indicators of the game in real-time and respond quickly to any unexpected situations or issues. ● Precise Targeting : By analyzing player data, the system helps our user acquisition teams better target specific user groups, thereby improving ad conversion rates. ● Budget Optimization : Based on the data provided by the system, our user acquisition teams can strategically allocate advertising budgets to ensure efficient utilization of our funds and resources. ● Multi-Channel Management : The system supports unified management across multiple advertising platforms and channels, thereby streamlining the workflow for our user acquisition teams. 44 The Creative System – User Growth Creative Center The Creative System, which focuses on the generation, use, and optimization of advertising creatives for user growth, provides systematic life-time management of advertising creative, including (i) the management and control of creative generation processes, (ii) creative implementation support, (iii) the effectiveness analysis of creative, and (iv) the creative value assessment system. ● Creative Generation Process Management : The creative system offers complete process management from creative demand formulation, creative production, creative verification and acceptance, and creative filing in the library.

The creative library facilitates the organization and management of creative files, including images, videos, HTML, and other finished files, as well as artistic assets and source files that have been generated in intermediate stages. ● Creative Implementation Support : Through the Creative System, the artistic assets and resources could be easily applied to creatives in different advertising platforms facilitating the rapid creation and use of batch creatives, thereby increasing the efficiency of creative execution. ● Creative Effectiveness Analysis : The Creative System analyzes advertising effectiveness data, user conversion data, and imported user value data.

The system facilitates a macro-level analysis of overall creative effectiveness based on games, channels, and creative directions as well as a micro-level analysis of the lifecycle of individual creatives. ● Value Assessment System : With comprehensive effectiveness analysis, the Creative System provides creative value assessment conclusions guided by business objectives.

Our operational team can quickly determine whether a specific creative contributes positively to business objectives and can make future creative iteration decisions based on the creative tag analysis.