Registration No. 333-287751

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Amendment No. 4 to

FORM F-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

TRYHARD HOLDINGS LIMITED

(Exact name of Registrant as specified in its charter)

 

Cayman Islands   7990   Not Applicable

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification No.)

 

541-0056, 2 Chome 5−19

Kyutaromachi

Chuo Ward, Osaka

Japan

(+81 06 4708 6470)

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

David Ficksman, Esq.

R. Joilene Wood, Esq.

TroyGould PC

1801 Century Park East, Suite 1600

Los Angeles, CA 90067-2367

Tel: (310) 553-4441

  

Michael J. Blankenship

Winston & Strawn LLP

800 Capitol Street, Suite 2400

Houston, Texas 77002 

Tel: (713) 651 2600

 

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, or the Securities Act, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 


The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 4 to the registration statement on Form F-1 (File No. 333-287751) (the “Registration Statement”) is being filed solely to file exhibits thereto. This Amendment No. 4 does not modify any provision of the preliminary prospectus contained in Part I to the Registration Statement. Accordingly, the preliminary prospectus has been omitted.

 

i

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 6. INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

 

Cayman Islands’ laws do not prohibit or restrict a company from indemnifying its directors and officers against personal liability for any loss they may incur arising out of the Company’s business, except to the extent such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The indemnity extends only to liability for their own negligence and breach of duty other than breaches of fiduciary duty and not where there is evidence of dishonesty, willful default or fraud.

 

Our Amended Memorandum and Articles of Association permits, to the fullest extent permissible under Cayman Islands law, indemnification of our executive officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by them, other than by reason of their own dishonesty, willful default or fraud, in connection with the execution or discharge of their duties, powers, authorities or discretion as Directors or executive officers of our Company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by them in defending (whether successfully or otherwise) any civil proceedings concerning our Company or its affairs in any court whether in the Cayman Islands or elsewhere.

 

We intend to enter into indemnification agreements with each of our directors and executive officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Cayman Islands law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified, subject to our Company reserving its rights to recover the full amount of such advances in the event that he or she is subsequently found to have been negligent or otherwise have breached his or her trust or fiduciary duties to our Company or to be in default thereof, or where the Cayman Islands courts have declined to grant relief.

 

The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our executive officers and directors.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES

 

During the past three years, we have issued and sold the following securities without registering such securities under the Securities Act. We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.

 

II-1

 

 

Ordinary Shares

 

Allottee  Date of Sale or Issuance  Number of Ordinary Shares 
        
Comet Moment Limited  December 30, 2024   49,000 
         
Legend One Capital Limited  December 30, 2024   49,000 
         
Lucens Consultancy Pte. Ltd.   December 30, 2024   49,000 
         
Bon Ween Foong  December 30, 2024   49,000 
         
Men Yihe  December 30, 2024   22,000 

 

Series A Preferred Shares       
   Date of Issue  Number of Series A Preferred Shares 
Mr. Rakuyo Otsuki  May 31, 2025   

2,000,000

 

 

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) Exhibits

 

See “Exhibit Index” beginning on page II-5 of this registration statement.

 

(b) Financial Statement Schedules

 

All supplement schedules are omitted because of the absence of conditions under which they are required or because the data is shown in the financial statements or notes thereto.

 

II-2

 

 

ITEM 9. UNDERTAKINGS

 

(a) The undersigned Registrant hereby undertakes:

 

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement, unless the information required to be included in a post-effective amendment by paragraphs (i), (ii) and (iii) below is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of a prospectus filed pursuant to Rule 424(b) that is part of the registration statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

2. That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

4. To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933, as amended, need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

 

5. That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser;

 

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

II-3

 

 

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

6. That, for the purpose of determining liability of a registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.

 

7. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

 

II-4

 

 

EXHIBIT INDEX

 

Exhibit No.   Description of document
1.1†   Form of Underwriting Agreement
3.1†   Amended and Restated Memorandum and Articles of Association
5.1   Opinion of Conyers Dill & Pearman regarding the validity of securities being registered
8.1†   Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters
10.1†   Form of Director’s Agreement between the Registrant and each of the Registrant’s directors
10.2†   Form of Indemnification Agreement with the Registrant’s directors and executive officers
10.3†   Form of Employment Agreement by and between executive officers and the Registrant
10.4†   Employment Agreement by and between the Chief Financial Officer and the Registrant
14.1†   Code of Business Conduct and Ethics
21.1†  

List of Subsidiaries

23.1   Consent of Conyers Dill & Pearman (included in Exhibit 5.1 and Exhibit 8.1†)
23.2†   Consent of WWC, P.C.

99.1†

   Consent of City-Yuwa Law Offices
99.2†  

Consent of Director Nominees

99.3

  

Waiver and Representation Letter

107†   Filing Fee Table

 

† Previously filed

 

II-5

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tokyo, on August 13, 2025.

 

  TryHard Holdings Limited
     
  By: /s/ Rakuyo Otsuki
  Name: Mr. Rakuyo Otsuki
  Title: Director, Chief Executive Officer, and Chairperson
     
    /s/ Kwok Ho Yin
    Mr. Kwok Ho Yin
    Chief Financial Officer

 

II-6

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America has signed this registration statement or amendment thereto in New York on August 13, 2025.

 

  Authorized U.S. Representative
  COGENCY GLOBAL INC.
                   
  By: /s/ Colleen A. DeVries
  Name: Colleen A. DeVries
  Title: Senior Vice President on behalf of Cogency Global Inc.

 

II-7

 

 

Exhibit 5.1

 

CONYERS DILL & PEARMAN

 

29th Floor

One Exchange Square

8 Connaught Place

Central

Hong Kong

T +852 2524 7106 | F +852 2845 9268

 

conyers.com

 

13 August 2025

 

Matter No. 1001276/110970562

852 2842 9530

Richard.Hall@conyers.com

 

TryHard Holdings Limited

 

Cricket Square, Hutchins Drive

P.O. Box 2681

Grand Cayman, KY1-1111

Cayman Islands

 

Dear Sir/Madam,

 

Re: TryHard Holdings Limited (the “Company”)

 

We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on form F-1 filed with the U.S. Securities and Exchange Commission (the “Commission”) on 10 April 2025, as amended (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of ordinary shares par value US$0.00002 each (the “Ordinary Shares”) of the Company. The Registration Statement contains two prospectuses, being (i) a prospectus to be used for the public offering by (a) the Company of up to 1,067,500 Ordinary Shares (the “IPO Shares”), and (b) Comet Moment Limited, Legend One Capital Limited, Mr. Men Yihe and Mr. Bon Ween Foong of an aggregate of up to 457,500 Ordinary Shares and (ii) a prospectus to be used for the resale of up to 2,388,750 Ordinary Shares by Lucens Consultancy Pte. Ltd.

 

1.DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined a copy of the Registration Statement.

 

We have also reviewed copies of:

 

1.1.the amended and restated memorandum and articles of association of the Company certified by the Secretary of the Company on 25 June 2025 (the “Listing M&As”);
  
1.2.unanimous written resolutions of the directors of the Company dated 31 May 2025 (collectively, the “Resolutions”);
  
1.3.a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 25 June 2025 (the “Certificate Date”);

 

 

 

 

1.4.the register of members of the Company certified by the secretary of the Company on 13 August 2025; and
 
1.5.such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

2.ASSUMPTIONS

 

We have assumed:

 

2.1.the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;
  
2.2.that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;
  
2.3.the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us;
  
2.4.that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, will remain in full force and effect and will not be rescinded or amended;
  
2.5.that the Listing M&As will become effective immediately prior to the closing of the Company’s initial public offering of Class A Ordinary Shares;
  
2.6.that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein;
  
2.7.that upon issue of any Class A Ordinary Shares to be sold by the Company, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; and
  
2.8.the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement will be duly filed with the Commission.

 

3.

QUALIFICATIONS

 

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands.

 

conyers.com | 2

 

 

4.OPINION

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

4.1.The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (the “Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Act.
  
4.2.Based solely on our review of the memorandum of association of the Company certified by the secretary of the Company on 25 June 2025, the Company has an authorised share capital of US$500,000 divided into 25,000,000,000 shares with a par value of US$0.00002 each comprising of (a) 22,500,000,000 Ordinary Shares with a par value of US$0.00002 each and (b) 2,500,000,000 Series A Preferred Shares with a par value of US$0.00002 each.
  
4.3.The Company has taken all corporate action required to authorise the allotment and issue of the IPO Shares. When issued and paid for as contemplated by the Registration Statement, the IPO Shares will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).
  
4.4.Based solely on our review of the register of members of the Company certified by the secretary of the Company on 13 August 2025, as at 13 August 2025, Comet Moment Limited, Legend One Capital Limited, Mr. Men Yihe and Mr. Bon Ween Foong were the registered holders of 2,388,750, 2,388,750, 1,072,500 and 2,388,750 Ordinary Shares, respectively, and such Ordinary Shares are validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Enforcement of Civil Liabilities” and “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully,

 

Conyers Dill & Pearman

 

conyers.com | 3

 

 

Exhibit 99.3

 

August 13, 2025

 

VIA EDGAR

 

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re: TryHard Holdings Limited – Registration Statement on Form F-1
Request for Waiver and Representation Under Item 8.A.4 of Form 20-F

 

Ladies and Gentlemen:

 

The undersigned, TryHard Holdings Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), is submitting this letter via EDGAR to the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Company’s filing on the date hereof of its registration statement on Form F-1 (the “Registration Statement”) relating to the initial public offering (“IPO”) of the Company’s ordinary shares. This letter respectfully requests a waiver of the requirements of Item 8.A.4 of Form 20-F (“Item 8.A.4”).

 

The Registration Statement contains condensed consolidated financial statements for the two years ended June 30, 2023 and June 30, 2024, in each case prepared in accordance with International Financial Reporting Standards, and unaudited interim condensed consolidated financial statements for the six months ended December 31, 2023 and December 31, 2024.

 

Item 8.A.4 of Form 20-F states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements as of a date not older than 12 months from the date of the offering unless a representation is made pursuant to Instruction 2 to Item 8.A.4. The Company is making this representation pursuant to Instruction 2 to Item 8.A.4, as amended and in effect as of the date hereof, which provides that a company may instead comply with the 15-month requirement “if the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship.”

 

The Company hereby represents that:

 

  1. The Company is not currently a public reporting company in any jurisdiction.
     
  2. The Company is not required by any jurisdiction outside the United States to prepare, and has not prepared, financial statements audited under any generally accepted auditing standards for any interim period subsequent to December 31, 2024.
     
  3. Compliance with Item 8.A.4 at present is impracticable and involves undue hardship for the Company.
     
  4. The Company does not anticipate that its audited financial statements for the fiscal year ended June 30, 2024 will be available until after September 30, 2024
     
  5. In no event will the Company seek effectiveness of its Registration Statement if its audited financial statements are older than 15 months at the time of the offering.

 

The Company is filing this representation as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4.

 

  Sincerely,
   
  /s/ Rakuyo Otsuki
  Rakuyo Otsuki
  Director, Chief Executive Officer and Chairperson