Gamehaus Holdings Inc. filed a Form 6-K on November 4, 2026, disclosing that it entered into definitive agreements on November 2, 2026, to acquire a 56.0% equity interest in Techforge Co., Ltd. for aggregate consideration of US$26.6 million.

Key Highlights

  • Acquisition target: Techforge Co., Ltd., a Cayman Islands exempted company that, through its wholly-owned Singapore subsidiary Anamana Pte. Ltd., operates an artificial intelligence-native integrated micro-serial platform.
  • Stake to be acquired: 56.0% of the outstanding equity interests of Techforge on a fully diluted basis.
  • Total consideration: US$26.6 million, comprising US$19.6 million in newly issued Class A ordinary shares of Gamehaus and US$7.0 million in cash payable to Techforge.
  • Share issuance: 24,500,000 Company Class A Ordinary Shares to be issued at a deemed purchase price of US$0.8 per share in a private placement under Rule 506 of Regulation D.
  • Related party dimension: Mr. Feng Xie, Chairman of the Board, beneficially owned approximately 63.0% of Techforge immediately prior to the transaction and is a party to the Techforge Share Purchase Agreement through an indirectly wholly owned entity.
  • Post-closing ownership in Gamehaus: Upon consummation, Mr. Xie is expected to beneficially own 31.5% of outstanding ordinary shares and 87.6% of aggregate voting power in Gamehaus, and 91.4% of the outstanding voting power in Techforge, according to the filing.
  • Expected closing timeline: Within 30 days following the November 2, 2026 execution of the agreements, subject to customary closing conditions.

Gamehaus Enters Agreements to Purchase Majority Stake in AI Platform Operator Techforge

According to the Form 6-K filed with the U.S. Securities and Exchange Commission, Gamehaus Holdings Inc. (NASDAQ:GMHS) entered into two acquisition agreements on November 2, 2026: a share purchase agreement with certain existing shareholders of Techforge, including an entity indirectly wholly owned by Board Chairman Mr. Feng Xie, and a share subscription agreement directly with Techforge. Together, these agreements are designed to give Gamehaus a 56.0% fully diluted equity stake in Techforge Co., Ltd.

The filing discloses that the aggregate consideration for the acquisition is US$26.6 million. Of that amount, US$19.6 million will be paid to the Sellers in the form of newly issued Gamehaus Class A ordinary shares, par value US$0.0001 per share, and US$7.0 million will be paid in cash to Techforge. The Consideration Shares, totaling 24,500,000 Class A ordinary shares, are to be issued at a deemed purchase price of US$0.8 per share in a private placement transaction relying on the exemption from registration under Rule 506 of Regulation D.

The filing notes that the transactions constitute related party transactions of Gamehaus under applicable corporate governance requirements and have been reviewed and approved by the Audit Committee of the Board and the Board of Gamehaus. The company further disclosed that it has agreed to use commercially reasonable efforts to file a registration statement on Form F-1 or Form F-3 covering the resale of the Consideration Shares within 60 calendar days following the closing date, and to cause that registration statement to be declared effective no later than 120 calendar days after the filing deadline. The filing also contains forward-looking statements, which the company states are subject to risks and uncertainties and should not be regarded as representations or warranties.

What Was Disclosed

Gamehaus Holdings Inc. reported entering into definitive agreements on November 2, 2026, to acquire a 56.0% equity interest in Techforge Co., Ltd. for US$26.6 million, partly in shares and partly in cash, with closing expected within 30 days, subject to customary conditions.