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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30,2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission File Number:001-42488

Gamehaus Holdings Inc.

(Exact name of Registrant as specified in its charter)

Not applicableCayman Islands
(Translation of Registrant’s name into English)(Jurisdiction of incorporation or organization)

19th Floor, Shanghai Technology Investment Building

No. 1699, Zhongke Road, Pudong New District, Shanghai

**The People’s Republic of China,201203

+86-021-68815668

(Address of Principal Executive Offices)

Ms. Ling Yan

Chief Financial Officer

19th Floor, Shanghai Technology Investment Building

No. 1699, Zhongke Road, Pudong New District, Shanghai

The People’s Republic of China,201203

+86-021-68815668

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Class A Ordinary Shares, par value US$0.0001 per shareGMHSThe Nasdaq Stock Market LLC (Nasdaq Capital Market)

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of June 30, 2026, there were 56,801,150 ordinary shares issued and outstanding, par value US$0.0001 per share, being the sum of (i)49,002,093 Class A ordinary shares (excluding 518,063 Class A ordinary shares repurchased and held as treasury shares) and (ii)7,799,057 Class B ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

If this Report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒
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 13(a) of the Exchange Act.☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒International Financial Reporting Standards as issued by the International Accounting Standards Board ☐Other ☐

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

Table of Contents

Page
INTRODUCTIONii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiv
PART I1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3. KEY INFORMATION1
ITEM 4A. UNRESOLVED STAFF COMMENTS57
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS57
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES75
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS82
ITEM 8. FINANCIAL INFORMATION84
ITEM 9. THE OFFER AND LISTING84
ITEM 10. ADDITIONAL INFORMATION85
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS97
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES97
PART II98
Item 13. Defaults, Dividend Arrearages and Delinquencies98
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds98
Item 15. Controls and Procedures98
Item 16A. Audit Committee Financial Expert99
Item 16B. Code of Ethics99
Item 16C. Principal Accountant Fees and Services99
Item 16D. Exemptions from the Listing Standards for Audit Committees99
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers99
Item 16F. Change in Registrant’s Certifying Accountant99
Item 16G. Corporate Governance99
Item 16H. Mine Safety Disclosure100
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections100
Item 16J. Insider Trading Policies100
Item 16K. Cybersecurity100
PART III101
ITEM 17. FINANCIAL STATEMENTS101
ITEM 18. FINANCIAL STATEMENTS101
EXHIBIT INDEX101

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