SEC Comment Letter for TryHard Holdings (THH) — Apr 11, 2025
TryHard Holdings Ltd
Date: April 11, 2025 · CIK: 0002044241 · Accession: 0000000000-25-003876
AI Filing Summary & Sentiment
Letter
April 11, 2025 Rakuyo Otsuki Chief Executive Officer TryHard Holdings Ltd 541-0056, 2 Chome 5 −19 Kyutaromachi Chuo Ward, Osaka Japan Re:TryHard Holdings Ltd Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted March 24, 2025 CIK No. 0002044241 Dear Rakuyo Otsuki: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our February 24, 2025 letter. Amendment No. 1 to Draft Registration Statement on Form F-1 Prospectus Summary Corporate Structure, page 7 1.We note your response to prior comment 2. Please further revise footnote (4) to state whether NEXYZ Group Corporation, SBI Holdings Inc. and Risenet Co., Ltd. are independent third parties and, if not, please expand your disclosure (including your Related Party Transactions as appropriate) to briefly disclose the respective relationships with TryHard.
April 11, 2025 Page 2 Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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April 11, 2025
Rakuyo Otsuki
Chief Executive Officer
TryHard Holdings Ltd
541-0056, 2 Chome 5 −19
Kyutaromachi
Chuo Ward, Osaka
Japan
Re:TryHard Holdings Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted March 24, 2025
CIK No. 0002044241
Dear Rakuyo Otsuki:
We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our February 24, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary
Corporate Structure, page 7
1.We note your response to prior comment 2. Please further revise footnote (4) to state
whether NEXYZ Group Corporation, SBI Holdings Inc. and Risenet Co., Ltd. are
independent third parties and, if not, please expand your disclosure (including your
Related Party Transactions as appropriate) to briefly disclose the respective
relationships with TryHard.
April 11, 2025
Page 2
Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services