SEC Comment Letter for TryHard Holdings (THH) — Jun 20, 2025
TryHard Holdings Ltd
Date: June 20, 2025 · CIK: 0002044241 · Accession: 0000000000-25-006460
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287751
Letter
June 20, 2025 Rakuyo Otsuki Chief Executive Officer TryHard Holdings Ltd 541-0056, 2 Chome 5-19 Kyutaromachi Chuo Ward, Osaka Japan Re:TryHard Holdings Ltd Registration Statement on Form F-1 Filed June 3, 2025 File No. 333-287751 Dear Rakuyo Otsuki: We have reviewed your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form F-1 Risk Factors, page 11 1.Include a risk factor to address the impacts that the resale offering could have on the trading price of your Ordinary Shares and your listing status. For example, disclose the discounted value at which the resale shareholders acquired their shares and that they may therefore be willing to accept a lower sales price, and highlight the relative sizes of the resale offering and the IPO. Please also clarify here and in the plan of distribution disclosure at page Alt-5 whether the resale shares will be subject to any form of lock-up or leak-out arrangements.
June 20, 2025 Page 2 Resale Prospectus 2.Revise to povide all China-based issuer disclosure included on the IPO prospectus cover page on the resale prospectus cover page. 3.We note that you are seeking to register a resale offering that is over six times the size of the IPO. Please explain to us why you are registering the resale offering at this time, and provide your analysis as to why you believe the resale is properly characterized as a secondary offering, rather than an indirect primary offering on behalf of the issuer. For guidance, refer to Securities Act Rules Compliance and Disclosure Interpretations Question 612.09. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. 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 cc:R. Joilene Wood
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June 20, 2025
Rakuyo Otsuki
Chief Executive Officer
TryHard Holdings Ltd
541-0056, 2 Chome 5-19
Kyutaromachi
Chuo Ward, Osaka
Japan
Re:TryHard Holdings Ltd
Registration Statement on Form F-1
Filed June 3, 2025
File No. 333-287751
Dear Rakuyo Otsuki:
We have reviewed your registration statement and have the following comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Risk Factors, page 11
1.Include a risk factor to address the impacts that the resale offering could have on the
trading price of your Ordinary Shares and your listing status. For example, disclose
the discounted value at which the resale shareholders acquired their shares and that
they may therefore be willing to accept a lower sales price, and highlight the relative
sizes of the resale offering and the IPO. Please also clarify here and in the plan of
distribution disclosure at page Alt-5 whether the resale shares will be subject to any
form of lock-up or leak-out arrangements.
June 20, 2025
Page 2
Resale Prospectus
2.Revise to povide all China-based issuer disclosure included on the IPO prospectus
cover page on the resale prospectus cover page.
3.We note that you are seeking to register a resale offering that is over six times the size
of the IPO. Please explain to us why you are registering the resale offering at this
time, and provide your analysis as to why you believe the resale is properly
characterized as a secondary offering, rather than an indirect primary offering on
behalf of the issuer. For guidance, refer to Securities Act Rules Compliance and
Disclosure Interpretations Question 612.09.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
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
cc:R. Joilene Wood