Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 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
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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
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| 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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement by and between Carmira Holding Limited and Yimin Cai |