SEC Form 6-K filed by TryHard Holdings Limited

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number 001-42820

TryHard Holdings Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name Into English)

541-0056, 2 Chome 5−19

Kyutaromachi

Chuo Ward, Osaka

Japan

(+81 06 4708 6470)

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Entry into a Material Definitive Agreement

On August 27, 2025, TryHard Holdings Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with US Tiger Securities Inc., as representative of the underwriters (the “Representative”), in connection with its initial public offering (the “IPO”) of 1,525,000 ordinary shares, par value US$0.00002 per share (the “Shares”) at a price of US$4.00 per share (the “Offering Price”) for total gross proceeds of approximately $7 million, before deducting underwriting discounts and offering expenses. The Company sold 1,067,500 Shares and selling shareholders sold an aggregate of 457,500 Shares. The Company did not receive any proceeds from any of Share by the selling shareholders. The Company also granted the Representative a 45-day option to purchase up to 228,750 Ordinary Shares, equal to 15% of the total number of Ordinary Shares sold in this offering to cover over-allotments, which over-allotment was provided solely by the Company. The over-allotment option was exercised in full by the underwriters on August 28, 2025.

The Underwriting Agreement contains customary representations and warranties that the parties thereto made to, and solely for the benefit of, the other party in the context of all of the terms and conditions of that Underwriting Agreement and in the context of the specific relationship between the parties. The provisions of the Underwriting Agreement and schedules and exhibits thereto, including the representations and warranties contained therein respectively, are not for the benefit of any party other than the parties to such documents and agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Commission.

The Company’s registration statement on Form F-1 (File No. 333-287751) for the IPO, originally filed with the SEC on June 3, 2025 (as amended, the “Registration Statement”) was declared effective by the SEC on August 27, 2025. The Shares began trading on the Nasdaq Capital Market on August 28, 2025, under the ticker symbol “THH.” The Offering closed on August 29, 2025. A final prospectus relating to the IPO was filed with the SEC on August 28, 2025.

The Company’s officers, directors, and certain of its shareholders have agreed, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any ordinary shares or other securities convertible into or exercisable or exchangeable for ordinary shares for a period of six (6) months from the effective date of the Registration Statement, without the prior written consent of the Representative.

Other Events

In connection with the IPO, the Company issued a press release on August 28, 2025 announcing the pricing of the IPO and a press release on August 29, 2025 announcing the closing of the IPO. The press releases, furnished in this report as Exhibit 99.1 and Exhibit 99.2, are incorporated herein by reference and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.