SecProbe.io

February 24, 2025
Rakuyo Otsuki
Chief Executive Officer
TryHard Holdings Ltd
541-0056, 2 Chome 5 −19
Kyutaromachi
Chuo Ward, Osaka
Japan
Re:TryHard Holdings Ltd
Draft Registration Statement on Form F-1
Submitted January 28, 2025
CIK No. 0002044241
Dear Rakuyo Otsuki:
            We have reviewed your draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 2
1.Revise your disclosure here and elsewhere as appropriate, for example in your
Business section, to discuss the challenges, including competition and competitors,
you face with an eye towards balancing your discussion under the subheadings
"Competitive Strengths" and "Growth Strategy."

February 24, 2025
Page 2
Corporate Structure, page 7
2.Please revise your corporate structure diagram here and on page 33 to account for the
60% ownership of Music Circus not held by TryHard. Consider the use of a footnote.
Also revise to reflect pre- and post-IPO holding and voting percentages by class of
security (i.e., ordinary shares and Series A Preferred Shares).
Implications of Being a Controlled Company, page 8
3.Please revise your disclosure here and elsewhere as appropriate to provide examples
of corporate matters that your executive director, chairman and CEO, Mr. Rakuyo
Otsuki, will have the ability to control or significantly influence the outcome of as
matters requiring approval by shareholders (e.g., the election of directors, amendment
of organizational documents, and approval of major corporate transactions, such as a
change in control, merger, consolidation, or sale of assets). Consider the use of a
cross-reference to your risk factor beginning "Holders of our Series A Preferred
Shares will continue to have significant influence over us..." on page 17.
Business
Company Overview, page 44
4.For context, please revise your disclosure to briefly identify and caption the images of
events provided in this section, including whether each image represents an event
related to the business activities of the company.
5.Please revise this section to provide brief, but specific, quantitative and qualitative
detail regarding your current business operations so investors may better understand
the scope and specific range of your business activities as well as how they may be
interrelated. In this regard, by way of example only, disclose the number of events
you have curated in recent periods and provide detail regarding the type or category of
events; expand your discussions to discuss the specific consultancy and management
engagements; state plainly as narrative the names, locations and number of properties
in your portfolio of clubs or other properties associated with your business verticals
including the sub-leasing business, specifically; and similarly, discuss the names,
locations and number of restaurants represented in this business vertical. Make clear
the status of each of these businesses, including current versus planned operating
activities, properties etc. We note your statement on page 49 that you currently have
16 nightclubs and entertainment venues under your management, as well as your
disclosure on page 61 under the subheading "Properties."
6.Disclose on what basis you are a "leading" player in Japan’s lifestyle entertainment
industry (e.g., by revenue, number of events, etc.).
Consultancy and Management , page 49
7.Revise your disclosure to expand your discussion regarding your strategic
partnerships and joint business ventures, including whether you are currently engaged
in either form of arrangement. If so, please name the party(ies) and disclose whether
these are written agreements and the key terms of these agreements (e.g., duration).
Lastly, please consider whether it is appropriate to file any associated agreements as
exhibits under Item 601(b)(10) of Regulation S-K.

February 24, 2025
Page 3
Restaurants, page 56
8.Please revise this section to state whether your restaurants are operated within certain
of your venues or are stand-alone enterprises operated at separate locations.
Additionally, revise to provide specific details regarding your collaborations with
"renowned chefs," including, by way of example, specific collaborations that are on-
going or in the past and whether there are any agreements in place in connection with
these arrangements. Further, please provide specific examples of your meaning of
"unique dining concepts" and "exceptional cuisine with immersive entertainment
experiences." We note your table on page 66 under the subheading "Licenses, Permits,
Registrations and Approvals" identifying several restaurants. As appropriate, please
incorporate these entities into your discussion here.
Properties, page 61
9.We note that several properties listed here are designated as "Employee dormitory."
Please revise your disclosure here and elsewhere as appropriate to discuss these
properties and how they are relevant or necessary to your business operations.
Regulations, page 67
10.Revise to disclose the material effects the various government regulations you discuss
here have on your business. Refer to Item 4.B.8. of Form 20-F.
Principal and Selling Shareholders, page 85
11.Please revise the table in this section to include a column that reflects the Series A
Preferred Shares Beneficially Owned After this Offering.
General
12.Please provide us with supplemental copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of
those communications. Please contact the staff member associated with the review of
this filing to discuss how to submit the materials, if any, to us for our review.
            Please contact Aamira Chaudhry at 202-551-3389 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services