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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
Hongyi Zhou | ||||||||
| 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
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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
5,647,138.00 | ||||||||
| 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)
14.87 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Amount in rows 6, 8 and 9 represents 5,647,138 Class A ordinary shares held by True Thrive 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
True Thrive 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,647,138.00 | ||||||||
| 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)
14.87 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: Amount in rows 6, 8 and 9 represents 5,647,138 Class A ordinary shares held by True Thrive 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
360 Technology Group Co., Ltd. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,647,138.00 | ||||||||
| 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)
14.87 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: Amount in rows 6, 8 and 9 represents 5,647,138 Class A ordinary shares held by True Thrive 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 Rd., Pudong New District, Shanghai, F4, 201210 | |
| Item 2. | ||
| (a) | Name of person filing:
True Thrive Limited
360 Technology Group Co., Ltd.
Hongyi Zhou
The shares reported herein are directly held by True Thrive Limited, which is 100% owned by 360 Technology Group Co., Ltd. Hongyi Zhou is the chairman of the board of directors of 360 Technology Group Co., Ltd., and has voting and dispositive control over these securities owned by True Thrive Limited. Accordingly, Hongyi Zhou may be deemed to indirectly beneficially own the securities of the Issuer held by True Thrive Limited. | |
| (b) | Address or principal business office or, if none, residence:
True Thrive Limited: Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands
360 Technology Group Co., Ltd.: c/o 360 Building, No. 6 Jiuxianqiao Road, Chaoyang District, Beijing 100015, People's Republic of China
Hongyi Zhou: c/o 360 Building, No. 6 Jiuxianqiao Road, Chaoyang District, Beijing 100015, People's Republic of China | |
| (c) | Citizenship:
True Thrive Limited: Cayman Islands
360 Technology Group Co., Ltd.: People's Republic of China
Hongyi Zhou: 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);
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| (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);
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| (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);
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| (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:
5,647,138 | |
| (b) | Percent of class:
14.87% | |
| (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:
5,647,138 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
5,647,138 | ||
| 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
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| 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
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| 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 among True Thrive Limited, 360 Technology Group Co., Ltd. and Hongyi Zhou |