Gamehaus to buy Techforge shares for $19.6M

Cyberjoy acquired and held 11,000,000 of the 24,500,000 newly issued shares; Xie Feng reported beneficial ownership of 31.5%.

Available on EDGAR 11/09/2026 - 06:05 AM EST Accepted by SEC EDGAR 11/09/2026 - 06:04 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Gamehaus Holdings Inc. agreed to purchase a certain number of ordinary shares of Techforge Co., Ltd. for aggregate consideration of US$19,600,000, payable solely through newly issued Class A ordinary shares. A related subscription agreement provides for 24,500,000 Class A ordinary shares to be issued to the sellers or persons they designate, including 11,000,000 shares to Cyberjoy Holding Limited. Through its wholly owned Singapore subsidiary, Anamana Pte. Ltd., Techforge operates an artificial intelligence-native integrated micro-serial platform.

Xie Feng, Gamehaus's chairman, reported beneficial ownership of 26,598,113 shares, or 31.5%, including shares held through affiliated entities and Class A shares issuable upon conversion of Class B shares. The number of shares to be issued to the reporting persons was stated to equal 21.1% of Class A shares outstanding immediately before completion. The issuer had 76,716,254 Class A ordinary shares issued and outstanding, including the transaction shares, as reported in its Form 6-K furnished November 4, 2026.

Key Figures

Aggregate consideration: US$19,600,000 Class A ordinary shares to sellers or their designees: 24,500,000 shares Class A ordinary shares acquired and held by Cyberjoy: 11,000,000 shares +4 more

7 metrics

Aggregate consideration US$19,600,000 For the purchase of Techforge ordinary shares; payable solely through newly issued Class A ordinary shares.

Class A ordinary shares to sellers or their designees 24,500,000 shares Under the subscription agreement for the transaction.

Class A ordinary shares acquired and held by Cyberjoy 11,000,000 shares In connection with the transaction.

Xie Feng beneficial ownership 26,598,113 shares Reported as 31.5% of the class.

Transaction shares to be issued to reporting persons 21.1% Of Class A ordinary shares outstanding immediately before completion.

Class A ordinary shares issued and outstanding 76,716,254 shares Including 24,500,000 shares issued in connection with the transaction; reported in the Form 6-K furnished November 4, 2026.

Class B ordinary shares outstanding 7,799,057 shares Convertible into an equal number of Class A ordinary shares at the holder's option.

Key Terms

beneficial ownership, sole dispositive power, Subscription Agreement, one-for-one basis

4 terms

beneficial ownership regulatory

"Aggregate amount beneficially owned by each reporting person"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

sole dispositive power regulatory

"Sole Dispositive Power"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Subscription Agreement financial

"the Issuer and the Sellers entered into a separate subscription agreement"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

one-for-one basis financial

"convertible into Class A ordinary shares at any time at the option of the holder thereof on a one-for-one basis"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Gamehaus paying for Techforge?

The agreed aggregate consideration is US$19,600,000, payable solely through newly issued Class A ordinary shares. The share purchase agreement covers a certain number of Techforge ordinary shares.

How many GMHS shares does Xie Feng beneficially own?

Xie Feng reported beneficial ownership of 26,598,113 shares, or 31.5%. The amount includes shares held through affiliated entities and Class A shares issuable upon conversion of Class B shares.

What does Techforge do?

Techforge operates an artificial intelligence-native integrated micro-serial platform through its wholly owned Singapore subsidiary, Anamana Pte. Ltd.

How can Gamehaus Class B ordinary shares convert into Class A shares?

The holder may convert Class B ordinary shares into Class A ordinary shares at any time at the holder's option on a one-for-one basis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Gamehaus Holdings Inc.

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

G3731B108

(CUSIP Number)

Xie Feng
19F, Shanghai Technology Investment Bldg, No. 1699, Zhongke Road
Shanghai, F4, 201203
86-021-68815668

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G3731B108

1

Name of reporting person

Xie Feng

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 26,598,113.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,598,113.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,598,113.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.5 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

The amount in rows 7, 9 and 11 represents the shares beneficially owned by Xie Feng, including (i) 7,799,056 Class A ordinary shares ("Class A ordinary shares"), par value US$0.0001 per share, of Gamehaus Holdings Inc. (the "Issuer"), held of record by Funtery Holding Limited ("Funtery"), a British Virgin Islands company that is (a) 33.3% owned by Cyberjoy holding Limited ("Cyberjoy"), a British Virgin Islands company wholly owned by Xie Feng; and (b) 66.7% owned by Funomic Holding Limited ("Funomic"), a British Virgin Islands company wholly owned by Playfund Trust, a trust established under the laws of the Republic of Singapore by Xie Feng, as settlor, with Vistra Trust (Singapore) Pte. Limited appointed as the trustee and Cyberjoy as the beneficiary and having the sole voting and dispositive power over such shares, immediately prior to the consummation of transactions disclosed in Item 4 of this Schedule 13D (the "Transactions"); (ii) 11,000,000 Class A ordinary shares acquired and held of record by Cyberjoy in connection with the Transactions; and (iii) 7,799,057 Class A ordinary shares issuable upon the conversion of 7,799,057 Class B ordinary shares ("Class B ordinary shares"), par value US$0.0001 per share, held of record by Funtery. The Issuer's Class B ordinary shares are convertible into Class A ordinary shares at any time at the option of the holder thereof on a one-for-one basis. Percentage of class in row (13) is calculated based on (i) 76,716,254 Class A ordinary shares issued and outstanding, as reported in the Issuer's current report on Form 6-K furnished with the Securities and Exchange Commission (the "Commission") on November 4, 2026 (the "6-K") (including 24,500,000 Class A ordinary shares issued in connection with the Transactions); and (ii) 7,799,057 Class A ordinary shares issuable upon the conversion of 7,799,057 Class B ordinary shares issued and outstanding, as reported in the 6-K.

SCHEDULE 13D

CUSIP Number(s): G3731B108

1

Name of reporting person

Cyberjoy Holding Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 26,598,113.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,598,113.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,598,113.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The amount in rows 7, 9 and 11 represents (i) 7,799,056 Class A ordinary shares of the Issuer held of record by Funtery, over which Cyberjoy is deemed to have sole voting and dispositive power, immediately prior to the consummation of the Transactions; (ii) 11,000,000 Class A ordinary shares acquired and held of record by Cyberjoy in connection with the Transactions; and (iii) 7,799,057 Class A ordinary shares issuable upon the conversion of 7,799,057 Class B ordinary shares held of record by Funtery. The Issuer's Class B ordinary shares are convertible into Class A ordinary shares at any time at the option of the holder thereof on a one-for-one basis. Percentage of class in row (13) is calculated based on (i) 76,716,254 Class A ordinary shares issued and outstanding, as reported in the 6-K (including 24,500,000 Class A ordinary shares issued in connection with the Transactions); and (ii) 7,799,057 Class A ordinary shares issuable upon the conversion of 7,799,057 Class B ordinary shares issued and outstanding, as reported in the 6-K.

SCHEDULE 13D

CUSIP Number(s): G3731B108

1

Name of reporting person

Playfund Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,403,941.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,403,941.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,403,941.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

As of the date hereof, Playfund Trust, through its wholly-owned subsidiary Funomic, owns approximately 66.7% of the equity interests in Funtery. The amount in rows 7, 9 and 11 is calculated based on 66.7% of the Issuer's ordinary shares beneficially owned by Funtery as reported elsewhere in the cover page of this Schedule 13D. Percentage of class in row (13) is calculated based on (i) 76,716,254 Class A ordinary shares issued and outstanding, as reported in the 6-K (including 24,500,000 Class A ordinary shares issued in connection with the Transactions); and (ii) 7,799,057 Class A ordinary shares issuable upon the conversion of 7,799,057 Class B ordinary shares issued and outstanding, as reported in the 6-K.

SCHEDULE 13D

CUSIP Number(s): G3731B108

1

Name of reporting person

Funomic Holding Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,403,941.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,403,941.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,403,941.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

As of the date hereof, Funomic owns approximately 66.7% of the equity interests in Funtery. The amount in rows 7, 9 and 11 is calculated based on 66.7% of the Issuer's ordinary shares beneficially owned by Funtery as reported elsewhere in the cover page of this Schedule 13D. Percentage of class in row (13) is calculated based on (i) 76,716,254 Class A ordinary shares issued and outstanding, as reported in the 6-K (including 24,500,000 Class A ordinary shares issued in connection with the Transactions); and (ii) 7,799,057 Class A ordinary shares issuable upon the conversion of 7,799,057 Class B ordinary shares issued and outstanding, as reported in the 6-K.

SCHEDULE 13D

CUSIP Number(s): G3731B108

1

Name of reporting person

Funtery Holding Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 15,598,113.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 15,598,113.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,598,113.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.5 %

14

Type of Reporting Person (See Instructions)

CO, OO

Comment for Type of Reporting Person:

The amount in rows 7, 9 and 11 represents (i) 7,799,056 Class A ordinary shares of the Issuer held of record by Funtery, and (ii) 7,799,057 Class A ordinary shares issuable upon the conversion of 7,799,057 Class B ordinary shares held of record by Funtery. The Issuer's Class B ordinary shares are convertible into Class A ordinary shares of the Issuer at any time at the option of the holder thereof on a one-for-one basis. Percentage of class in row (13) is calculated based on (i) 76,716,254 Class A ordinary shares issued and outstanding, as reported in the 6-K (including 24,500,000 Class A ordinary shares issued in connection with the Transactions); and (ii) 7,799,057 Class A ordinary shares issuable upon the conversion of 7,799,057 Class B ordinary shares issued and outstanding, as reported in the 6-K.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares
(b)	Name of Issuer: Gamehaus Holdings Inc.
(c)	Address of Issuer's Principal Executive Offices: 19F, Shanghai Technology Investment Bldg, No. 1699, Zhongke Road, Shanghai, CHINA , 201203.
Item 1 Comment: This statement on Schedule 13D (the "Schedule 13D") relates to the Class A ordinary shares, par value US$0.0001 per share (the "Class A Ordinary Shares") of Gamehaus Holdings Inc., a Cayman Islands exempted company (the "Issuer").
Item 2.	Identity and Background
(a)	The Schedule 13D is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"): 1. Xie Feng 2. Cyberjoy holding Limited 3. Playfund Trust 4. Funomic Holding Limited 5. Funtery Holding Limited
(b)	The principal business address for each of the Reporting Persons is 19th Floor, Shanghai Technology Investment Building, No. 1699, Zhongke Road, Pudong New District, Shanghai, People's Republic of China, 201203.
(c)	Xie Feng is the chairman of board of directors of the Issuer. Cyberjoy holding Limited ("Cyberjoy"), Funomic Holding Limited ("Funomic") and Funtery Holding Limited ("Funtery") are investment holding companies without substantive operations. Playfund Trust is a trust established under the laws of the Republic of Singapore, with Vistra Trust (Singapore) Pte. Limited as the trustee and Cyberjoy as the beneficiary who has the sole voting and dispositive power over shares owned by Playfund Trust.
(d)	During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Xie Feng is a citizen of the People's Republic of China. Cyberjoy, Funomic and Funtery are British Virgin Islands companies. Playfund Trust is established under the laws of the Republic of Singapore.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons acquired the Class A Ordinary Shares in connection with the transactions as described in Item 4.
Item 4.	Purpose of Transaction
	On November 2, 2026, the Issuer entered into a share purchase agreement (the "Share Purchase Agreement") with Techforge Co., Ltd ("Techforge"), Funtery and certain other shareholders of Techforge (collectively with Funtery, the "Sellers"), pursuant to which the Issuer agreed to purchase a certain number of ordinary shares of Techforge from the Sellers (the "Share Purchase"), at an aggregate consideration of US$19,600,000 (the "Consideration"), payable solely through newly issued Class A Ordinary Shares of the Issuer. Techforge is a Cayman Islands exempted company that, through its wholly-owned Singapore subsidiary, Anamana Pte. Ltd., operates an artificial intelligence-native integrated micro-serial platform. In connection with the execution of the Share Purchase Agreement, on November 2, 2026, the Issuer and the Sellers entered into a separate subscription agreement (the "Subscription Agreement"), pursuant to which the Issuer agreed to issue and allot to the Sellers (or such other persons as the Sellers may designate in writing) an aggregate of 24,500,000 Class A Ordinary Shares to settle the Consideration, including 11,000,000 Class A Ordinary Shares to Cyberjoy. The aggregate number of shares to be issued by the Issuer and the price per share were determined through arm's-length negotiations between the Issuer and the Sellers, after considering the trading price performance of Class A Ordinary Shares traded on the Nasdaq Stock Market LLC preceding the execution of the Subscription Agreement. The number of Class A Ordinary Shares to be issued to the Reporting Persons in connection with the transactions disclosed herein was equal to 21.1% of the Class A Ordinary Shares outstanding immediately prior to the completion of such transactions. The Share Purchase Agreement and the Subscription Agreement also contain customary representations and warranties. The above description of the Share Purchase Agreement and the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, the forms of which are filed as exhibits hereto and incorporated herein by reference. For additional information on the transactions disclosed herein, see the Issuer's current report on Form 6-K furnished with the Commission on November 4, 2026. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
Item 5.	Interest in Securities of the Issuer
(a)	Rows (11) and (13) of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5(a). Funtery is (i) 33.3% owned by Cyberjoy, which is wholly owned by Xie Feng; and (ii) 66.7% owned by Funomic, which is wholly owned by Playfund Trust with Cyberjoy being the beneficiary and having the sole voting and dispositive power over shares in Playfund Trust. Accordingly, each of the foregoing entities and persons may be deemed to have beneficial ownership of the securities reported in the cover pages of this Schedule 13D.
(b)	Rows (7) to (10) of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5(b).
(c)	Except as set forth in Items 3 and 4 above, during the past 60 days, the Reporting Persons have not effected any transactions in the Class A Ordinary Shares.
(d)	To the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Schedule 13D.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 above summarizes certain provisions of the Share Purchase Agreement and the Subscription Agreement and are incorporated herein by reference. A form of each agreement is attached as an exhibit hereto and incorporated herein by reference Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement. Exhibit 2: Form of Share Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 6-K as furnished with the Commission on November 4, 2026) Exhibit 3: Form of Subscription Agreement (incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 6-K as furnished with the Commission on November 4, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Xie Feng

Signature:	/s/ Xie Feng
Name/Title:	Xie Feng
Date:	11/09/2026

Cyberjoy Holding Limited

Signature:	/s/Xie Feng
Name/Title:	Xie Feng, Authorized Signatory
Date:	11/09/2026

Playfund Trust

Signature:	/s/Xie Feng
Name/Title:	Xie Feng, Authorized Signatory
Date:	11/09/2026

Funomic Holding Limited

Signature:	/s/Xie Feng
Name/Title:	Xie Feng, Authorized Signatory
Date:	11/09/2026

Funtery Holding Limited

Signature:	/s/Xie Feng
Name/Title:	Xie Feng, Authorized Signatory
Date:	11/09/2026