Carmira Holding and Yimin Cai Disclose 7% of Gamehaus Class A Shares

Rhea-AI Filing Summary

Gamehaus Holdings Inc. has a disclosed beneficial ownership filing showing that Carmira Holding Limited holds 2,657,477 Class A ordinary shares, representing 7.00% of the Class A outstanding (based on 37,971,245 shares). The shares are reported as held with shared voting and dispositive power and no sole voting or dispositive power. Carmira is organized in the British Virgin Islands and is controlled by Yimin Cai, who is identified as the indirect beneficial owner of the shares. The filing includes a joint filing agreement and signatures dated August 15, 2025.

Positive

• Material stake disclosed: Carmira Holding Limited reports 2,657,477 shares representing 7.00% of Class A shares, meeting SEC disclosure thresholds
• Transparency on control: Filing clearly identifies Yimin Cai as the controlling shareholder of Carmira and includes a joint filing agreement

Negative

• No sole voting or dispositive power reported: All reported rights are shared, which may leave uncertainty about direct control actions
• Foreign holding vehicle: Shares are held through a British Virgin Islands entity, which can complicate jurisdictional governance considerations

Insights

Corporate Governance Expert

TL;DR: A single shareholder reports a 7% stake with shared control via a BVI holding company.

The Schedule 13G reveals that Carmira Holding Limited holds 2,657,477 Class A shares (7.00%), with shared voting and dispositive power. Yimin Cai is disclosed as the controlling shareholder of Carmira and therefore may be deemed an indirect beneficial owner. This structure is common for cross-border holdings and raises typical governance considerations about who directs votes and dispositions, especially given the shared rather than sole powers reported.

Securities/Compliance Analyst

TL;DR: Filing is a routine passive ownership disclosure but is material in size (>5%).

The statement is filed on Schedule 13G and reports ownership above the 5% threshold, requiring public disclosure. The filing indicates no sole voting or dispositive power, only shared powers of 2,657,477 shares, and cites the basis for percentage calculation (37,971,245 Class A shares outstanding). The inclusion of a joint filing agreement and certified signatures meets procedural requirements for such disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Gamehaus Holdings Inc.

(Name of Issuer)

Class A Ordinary Share

(Title of Class of Securities)

G3731B108

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G3731B108

1

Names of Reporting Persons

Yimin Cai

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,657,477.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,657,477.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,657,477.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.00 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The amount in rows 6, 8 and 9 represents 2,657,477 Class A ordinary shares held by Carmira Holding Limited as of June 30, 2025. Percentage of class is calculated based on 37,971,245 Class A ordinary shares outstanding as of June 30, 2025.

SCHEDULE 13G

CUSIP No. G3731B108

1

Names of Reporting Persons

Carmira Holding Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,657,477.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,657,477.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,657,477.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.00 %

12

Type of Reporting Person (See Instructions)

FI

Comment for Type of Reporting Person: The amount in rows 6, 8 and 9 represents 2,657,477 Class A ordinary shares held by Carmira Holding Limited as of June 30, 2025. Percentage of class is calculated based on 37,971,245 Class A ordinary shares outstanding as of June 30, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Gamehaus Holdings Inc.
(b)	Address of issuer's principal executive offices: 5th Fl, Bldg. 2, No. 500 Shengxia Road, Pudong New District, Shanghai, China, 201210
Item 2.
(a)	Name of person filing: Carmira Holding Limited Yimin Cai The shares reported herein are directly held by Carmira Holding Limited. Yimin Cai is the controlling shareholder of Carmira Holding Limited. Accordingly, Yimin Cai may be deemed to indirectly beneficially own the securities of the Issuer held by Carmira Holding Limited.
(b)	Address or principal business office or, if none, residence: Carmira Holding Limited: Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands Yimin Cai: 5th Floor, Building 2, No. 500, Shengxia Road, Pudong New Area, Shanghai, People's Republic of China
(c)	Citizenship: Carmira Holding Limited: British Virgin Island Yimin Cai: the People's Republic of China
(d)	Title of class of securities: Class A Ordinary Share
(e)	CUSIP No.: G3731B108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,657,477
(b)	Percent of class: 7.00%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2,657,477
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,657,477
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

Yimin Cai

Signature:	/s/ Yimin Cai
Name/Title:	Yimin Cai
Date:	08/15/2025

Carmira Holding Limited

Signature:	/s/ Yimin Cai
Name/Title:	Yimin Cai/Director
Date:	08/15/2025

Exhibit Information

Exhibit 99.1 Joint Filing Agreement by and between Carmira Holding Limited and Yimin Cai

FAQ

What percentage of Gamehaus (GMHS) does Carmira Holding Limited own?

Carmira Holding Limited beneficially owns 2,657,477 Class A shares, representing 7.00% of Class A ordinary shares.

Who is reported as the beneficial owner behind Carmira Holding Limited?

The filing identifies Yimin Cai as the controlling shareholder of Carmira Holding Limited and a potential indirect beneficial owner.

What voting and disposition powers are reported for these shares?

The filing reports 0 sole voting power, 2,657,477 shared voting power, 0 sole dispositive power, and 2,657,477 shared dispositive power.

On what basis was the 7.00% ownership calculated?

The percentage is calculated using 37,971,245 Class A ordinary shares outstanding as of June 30, 2025.

When was the Schedule 13G signed?

The signatures on the filing are dated August 15, 2025.