UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2026
Commission
File Number: 001-42488
Gamehaus
Holdings Inc.
(Translation
of registrant’s name into English)
19th
Floor, Shanghai Technology Investment Building
No.
1699, Zhongke Road
Pudong
New District, Shanghai
The
People’s Republic of China, 201203
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Entry
into Definitive Agreements to Acquire a 56.0% Equity Interest in Techforge Co., Ltd.
On
November 2, 2026, Gamehaus Holdings Inc. (the “Company” or “Gamehaus”), a technology-driven mobile
game publishing company dedicated to nurturing partnerships with and amplifying the success of small- and medium-sized game developers,
entered into definitive agreements to acquire a 56.0% equity interest in Techforge Co., Ltd (“Techforge”), a Cayman
Islands exempted company that, through its wholly-owned Singapore subsidiary, Anamana Pte. Ltd., operates Anamana, an artificial intelligence-native
integrated micro-serial platform.
Immediately
prior to the consummation of the transactions described below, Mr. Feng Xie, Chairman of the Board of Directors of the Company (the “Board”),
beneficially owned approximately 63.0% of the outstanding equity interests in Techforge.
Techforge
Acquisition Agreements
On
November 2, 2026, the Company entered into (i) a share purchase agreement (the “Techforge Share Purchase Agreement”)
with certain existing shareholders of Techforge (each, a “Seller” and collectively, the “Sellers”),
including an entity indirectly wholly owned by Mr. Feng Xie, Chaiman of the Board of the Company, and (ii) a share subscription agreement
(the “Techforge Share Subscription Agreement” and, together with the Techforge Share Purchase Agreement, the “Techforge
Acquisition Agreements”) with Techforge. Pursuant to the Techforge Acquisition Agreements, the Company agreed to acquire existing
shares of Techforge from the Sellers and subscribe for newly issued shares of Techforge, which, in the aggregate, will represent 56.0%
of the outstanding equity interests of Techforge on a fully diluted basis, upon consummation of the transactions contemplated thereby
(the “Acquisition”).
The
aggregate consideration for the Acquisition is US$26.6 million, consisting of (i) US$19.6 million, payable to the Sellers in the form
of newly issued Class A ordinary shares, par value US$0.0001 per share, of Gamehaus (the “Company Class A Ordinary Shares”),
and (ii) US$7.0 million, payable to Techforge in cash.
The
Techforge Acquisition Agreements contain representations, warranties, covenants and indemnification provisions customary for transactions
of this nature. The consummation of the Acquisition is subject to the satisfaction or waiver of customary closing conditions, including,
among others, the performance by the Sellers and Techforge of their respective obligations under the Techforge Acquisition Agreements,
the absence of a Material Adverse Effect (as defined therein), and the receipt of the requisite corporate approvals. Subject to the satisfaction
or waiver of such conditions and the other terms and conditions set forth in the Techforge Acquisition Agreements, the closing of the
Acquisition is expected to occur within 30 days following the execution of the Techforge Acquisition Agreements.
Gamehaus
Subscription Agreement
In
connection with the execution of the Techforge Share Purchase Agreement, on November 2, 2026, the Company entered into a subscription
agreement with the Sellers (the “Gamehaus Subscription Agreement”), pursuant to which, the Company agreed to issue,
and the Sellers (or their respective written designees) agreed to subscribe for, an aggregate of 24,500,000 Company Class A Ordinary
Shares (the “Consideration Shares”), at a deemed purchase price of US$0.8 per share, in a private placement transaction
in reliance upon the exemption from registration provided by Rule 506 of Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”).
Pursuant
to the Gamehaus Subscription Agreement, the Company has agreed to use its commercially reasonable efforts to file with the Securities
and Exchange Commission (the “Commission”), within sixty (60) calendar days following the Closing Date (as defined
therein) (the “Filing Deadline”), a registration statement on Form F-1 or Form F-3 (the “Registration Statement”)
covering the resale of the Consideration Shares. The Company has further agreed to use its commercially reasonable efforts to cause the
Registration Statement to be declared effective by the SEC as promptly as practicable following such filing, but in no event later than
120 calendar days after the Filing Deadline.
Copies
of the form of the Techforge Share Purchase Agreement, the form of the Gamehaus Subscription Agreement, and the form of the Techforge
Share Subscription Agreement are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this current report on Form 6-K (the “Form
6-K”) and are incorporated herein by reference. The foregoing descriptions of the material terms of these agreements do not
purport to be complete and are qualified in their entirety by reference to the respective exhibits attached hereto.
The
transactions contemplated by the Techforge Share Purchase Agreement, the Gamehaus Subscription Agreement and the Techforge Share Subscription
Agreement constitute related party transactions of Gamehaus under the applicable corporate governance requirements, and have been reviewed
and approved by the Audit Committee of the Board and the Board of Gamehaus. Upon the consummation of the transactions contemplated thereby,
Mr. Xie will beneficially own (i) 31.5% of the outstanding ordinary shares and 87.6% of the aggregate voting power in Gamehaus,
calculated based on 76,716,254 Company Class A Ordinary Shares (excluding 518,063 Company Class A Ordinary Shares repurchased and
held as treasury shares) and 7,799,057 Class B ordinary shares, par value US$0.0001 per share, of the Company, upon the consummation
of the transactions contemplated thereby, and (ii) 91.4% of the outstanding voting power in Techforge.
Press
Release
On
November 2, 2026, the Company issued a press release announcing the entry into the Techforge Share Purchase Agreement, Techforge Share
Subscription Agreement, and the Gamehaus Subscription Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The
information in this Form 6-K, including the exhibits hereto, is being furnished and shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities
Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
No
Solicitation
Neither
this Form 6-K, nor the exhibits attached hereto, constitutes an offer to sell any securities or a solicitation of an offer to buy any
securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking
Statements
This
Form 6-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations
and projections about future events that may affect its financial condition, results of operations, business strategy and financial needs.
Investors can identify these statements by the use of words such as “approximate,” “believe,” “hope,”
“expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,”
“will,” “would,” “should,” “could,” “may” or the negative or plural forms
of these words, or other similar expressions in this Form 6-K. Any statements that refer to expectations, projections or other characterizations
of future events or circumstances, including strategies or plans, are also forward-looking statements. These statements involve risks,
uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different
from those expressed or implied by these forward-looking statements. Forward-looking statements in this Form 6-K speak only as of the
date they are made. New uncertainties and risks arise from time to time, and it is impossible for the Company to predict these events
or how they may affect the Company. In light of the significant uncertainties in these forward-looking statements, you should not regard
these statements as a representation or warranty by the Company, its directors, officers or employees or any other person. The Company
undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent events or circumstances, or
changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these
forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions
investors that actual results may differ materially from the anticipated results due to various risks and uncertainties. Factors that
may affect the completion of the transactions discussed in this Form 6-K include the possibility that the transactions may not be completed
on the anticipated terms, within the anticipated timeframe, or at all; the failure to satisfy or waive closing conditions; the occurrence
of events that could give rise to termination of the related transaction documents; the impact of the announcement or pendency of the
transactions on the Company’s business, employees, customers, suppliers and other relationships; costs and expenses related to
the transactions; uncertainties relating to the Company’s evaluation of strategic direction following completion of the transactions;
and other risks described under the “Risk Factors” section in the Company’s most recent annual report on Form
20-F filed with the Commission.
Exhibits
Index
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Share Purchase Agreement, by and among Gamehaus Holdings Inc., Techforge Co., Ltd. and certain shareholders of Techforge Co., Ltd. |
| 10.2 |
|
Form of Subscription Agreement, by and among Gamehaus Holdings Inc. and certain shareholders of Techforge Co., Ltd. |
| 10.3 |
|
Form of Share Subscription Agreement, by and between Gamehaus Holdings Inc. and Techforge Co., Ltd. |
| 99.1 |
|
Press Release. |
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Gamehaus
Holdings Inc. |
| |
|
|
| |
By: |
/s/
Yimin Cai |
| |
Name:
|
Yimin
Cai |
| |
Title:
|
Chief
Executive Officer and Director |
Dated:
November 4, 2026
Exhibit 99.1
Gamehaus
Signs Definitive Agreement to Acquire Majority Stake in Anamana
Transaction
will accelerate Gamehaus’s transition to an AI content production and distribution platform
SHANGHAI,
Nov. 2, 2026 /PRNewswire/ — Gamehaus Holdings Inc. (“Gamehaus” or the “Company”) (Nasdaq: GMHS), a technology-driven
mobile game publisher, today announced that it has entered into a definitive share purchase agreement (the “Share Purchase Agreement”)
to acquire existing shares of Techforge Co., Ltd (“Techforge”) from certain selling shareholders, including an entity controlled
by Mr. Feng Xie, the Company’s founder and chairman, for an aggregate consideration of US$19.6 million (the “Share Purchase”),
payable through the issuance of Class A ordinary shares of Gamehaus. Techforge is the holding company of Anamana Pte. Ltd., an integrated
AI-native micro-serial platform, production platform and global creator ecosystem incubator (“Anamana”). Substantially concurrently
with the execution of the Share Purchase Agreement, Gamehaus also entered into a share subscription agreement with Techforge (the “Share
Subscription Agreement”), pursuant to which Gamehaus will invest US$7.0 million in cash directly into Techforge (the “Cash
Capital Investment”). Following completion of the Share Purchase and Cash Capital Investment (together, the “Proposed Transaction”),
Gamehaus is expected to hold approximately 56% of the equity interests in Techforge.
The
Proposed Transaction is intended to advance Gamehaus’s transition from a mobile game publisher to a broader AI content production
and distribution platform. Following the completion of the Proposed Transaction, the Company plans to establish Anamana as a new business
in its portfolio and develop it into Gamehaus’s primary engine driving future growth. Gamehaus will continue to manage its existing
gaming business with a focus on cash flow and profitability.
Anamana’s
long-term strategy is to build on its AI-native micro-serial business, expand its content production and distribution capabilities, and
progressively develop personalized, interactive entertainment with selected creators around the world. Following the completion of the
Proposed Transaction, Gamehaus will pursue the same long-term strategy, combining its publishing, user acquisition, data analytics and
monetization experience with Anamana’s AI-assisted production platform, creator ecosystem and distribution channels.
Mr.
Feng Xie, founder and chairman of Gamehaus, commented: “We see an opportunity to apply the capabilities we have built in gaming
to a broader range of AI-powered entertainment. Starting with Anamana’s micro-serial business, our goal is to develop a platform
that connects content creation and distribution with increasingly personalized, interactive experiences. We aim to pursue this opportunity
with a disciplined approach to investment and commercialization.”
Transaction
Overview
Pursuant
to the Share Purchase Agreement, dated November 2, 2026, the Company will acquire an aggregate of 7,778 ordinary shares of Techforge
from certain selling shareholders of Techforge, for aggregate consideration of US$19.6 million. The purchase price payable to each selling
shareholder would be satisfied in full through the issuance of the Company’s Class A ordinary shares to such selling shareholder
or its designee, with no cash payable to the selling shareholders. In connection with the Share Purchase Agreement, on November 2, 2026,
Gamehaus entered into a separate subscription agreement with such selling shareholders of Techforge, governing the issuance of approximately
24.5 million Class A ordinary shares of the Company at a price of US$0.80 per share (the “Consideration Shares”). The Consideration
Shares will be issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended,
and the Company has agreed to use reasonable commercial efforts to file a registration statement on Form F-1 or Form F-3 registering
their resale within 60 calendar days after closing.
The
Company will also contribute US$7.0 million in cash directly to Techforge pursuant to the Share Subscription Agreement, dated November
2, 2026, under which the Company will subscribe for 2,526 newly issued ordinary shares of Techforge. The capital contribution is expected
to be funded from the Company’s own funds and completed immediately following the completion of the Share Purchase. Following completion
of the Share Purchase and Cash Capital Investment, Gamehaus is expected to hold approximately 56% of the equity interests in Techforge.
Completion
of the Proposed Transaction and the issuance of Consideration Shares is expected in November 2026, subject to the satisfaction or waiver
of certain customary closing conditions. The Proposed Transaction does not require the approval of the Company’s shareholders.
About
Gamehaus
Gamehaus
Holdings Inc. is a technology-driven global mobile game publisher dedicated to bridging creative studios and players worldwide. With
a portfolio spanning mid-core and casual games, Gamehaus delivers full-stack publishing support across market insights, user growth,
live-ops, data analytics and monetization optimization. With a vision to be the go-to partner for creative teams, the Company specializes
in combining global publishing reach with AI- and data-powered solutions to help partners build lasting success. As part of its strategic
evolution, the Company intends to increasingly focus on AI-generated content to enable scalable content production across a broad ecosystem
of creators and game developers. For more information, please visit https://ir.gamehaus.com.
About
Anamana
Founded
in 2025, Anamana is an integrated AI-native micro-serial platform, production platform, and global creator ecosystem incubator. Human
storytellers use the agentic AI Anamana Studio production platform to produce high-fidelity serialized video content with up to 97% lower
capital, time, and manpower costs, lowering barriers to creation and increasing accessibility to individual creators. Micro-serials produced
are then distributed to the market on Anamana’s own standalone app or third-party video services including YouTube or TikTok.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that are based on beliefs and assumptions and on information currently available
to Gamehaus. These forward-looking statements include, but are not limited to, statements regarding the operating results, business plan
and outlook of Gamehaus and Anamana. These forward-looking statements involve known and unknown risks and uncertainties and are based
on the Company’s current expectations and projections about future events that may affect its financial condition, results of operations,
business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,”
“believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,”
“intends,” “plans,” “will,” “would,” “should,” “could,” “may”,
or the negative or plural forms of these words, or other similar expressions in this press release. Any statements that refer to expectations,
projections or other characterizations of future events or circumstances, including strategies or plans, are also forward-looking statements.
These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements
to be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements in this communication
speak only as of the date they are made. New uncertainties and risks arise from time to time, and it is impossible for Gamehaus or Anamana
to predict these events or how they may affect Gamehaus or Anamana. In light of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a representation or warranty by the Company, its directors, officers or employees
or any other person. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent
occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that
the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn
out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results due to various
risks and uncertainties. Factors that may affect the completion of the transaction discussed in this press release include the possibility
that the transaction may not be completed on the anticipated terms, within the anticipated timeframe, or at all; the failure to satisfy
or waive closing conditions; the occurrence of events that could give rise to termination of the related transaction documents; the impact
of the announcement or pendency of the transaction on the Company’s business, employees, customers, suppliers and other relationships;
costs and expenses related to the transaction; uncertainties relating to the Company’s evaluation of strategic direction following
completion of the transaction; and other risks described under the “Risk Factors” section in the Company’s annual report
on Form 20-F filed with the U.S. Securities and Exchange Commission, as may be supplemented or amended by Gamehaus’s current reports
on Form 6-K.
Investor
Relations Contact
Gamehaus
Holdings Inc.
Investor
Relations Team
Email:
IR@Gamehaus.com
The
Blueshirt Group
Mr.
Jack Wang
Email:
Gamehaus@TheBlueshirtGroup.co
