SEC Company Response from TryHard Holdings (THH) — Aug 13, 2025
TryHard Holdings Ltd
Date: Aug. 13, 2025 · CIK: 0002044241 · Accession: 0001493152-25-011873
AI Filing Summary & Sentiment
File numbers found in text: 333-287751
Letter
TryHard Holdings Ltd
541-0056, 2 Chome 5−19
Kyutaromachi
Chuo Ward, Osaka
Japan
August 13, 2025
Via EDGAR
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
F Street, NE
Washington, D.C., 20549
Re: TryHard Holdings Ltd
Registration Statement Form F-1, as amended
File No. 333-287751
Ladies and Gentlemen:
We note the comment received from the U.S. Securities and Exchange Commission (the “Commission”) dated August 12, 2025 to Amendment No. 3 to the Registration Statement on Form F-1 submitted on August 1, 2025. We have revised the Registration Statement on Form F-1, filed herewith as Amendment No. 4. Please see our response to your comments, which we have restated below.
Amendment No. 3 to Registration Statement on Form F-1
Exhibit Index
Exhibit Index, page II-5
1.
Please file a revised Ex. 5.1 Legal Opinion to reflect the offering contemplated here, with attention to the resale. In this regard, we note that your Legal Opinion continues to reflect a resale by “Comet Moment Limited, Legend One Capital and Lucens Consultancy Pte. Ltd. of an aggregate of 6,937,500 Ordinary Shares.” Whereas, the offering was previously revised to limit the resale component to 2,388,750 Ordinary Shares by Lucens.
We have attached an updated Legal Opinion as Exhibit 5.1 to reflect the updated resale offering shares.
Exhibit 99.3, page 1
2.
We note in bullet 4 that “The Company does not anticipate that its audited financial statements for the fiscal year ended September 30, 2024 will be available until after December 31, 2024.” Please advise if you are changing your year end to September 30, or revise accordingly.
We have attached an updated Waiver and Representation letter as Exhibit 99.3 to reflect that our fiscal year end is June 30.
If you have any questions regarding the Registration Statement on Form F-1 filed herewith, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com or Joilene Wood at 415-305-4651 or jwood@troygould.com.
Sincerely,
TryHard
Holdings Ltd
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filename1.htm
TryHard
Holdings Ltd
541-0056,
2 Chome 5−19
Kyutaromachi
Chuo
Ward, Osaka
Japan
August
13, 2025
Via
EDGAR
Division
of Corporation Finance
Office
of Trade & Services
U.S.
Securities and Exchange Commission
100
F Street, NE
Washington,
D.C., 20549
Re:
TryHard
Holdings Ltd
Registration
Statement Form F-1, as amended
File
No. 333-287751
Ladies
and Gentlemen:
We
note the comment received from the U.S. Securities and Exchange Commission (the “Commission”) dated August 12, 2025 to Amendment
No. 3 to the Registration Statement on Form F-1 submitted on August 1, 2025. We have revised the Registration Statement on Form F-1,
filed herewith as Amendment No. 4. Please see our response to your comments, which we have restated below.
Amendment
No. 3 to Registration Statement on Form F-1
Exhibit
Index
Exhibit
Index, page II-5
1.
Please
file a revised Ex. 5.1 Legal Opinion to reflect the offering contemplated here, with attention to the resale. In this regard, we
note that your Legal Opinion continues to reflect a resale by “Comet Moment Limited, Legend One Capital and Lucens Consultancy
Pte. Ltd. of an aggregate of 6,937,500 Ordinary Shares.” Whereas, the offering was previously revised to limit the resale component
to 2,388,750 Ordinary Shares by Lucens.
We
have attached an updated Legal Opinion as Exhibit 5.1 to reflect the updated resale offering shares.
Exhibit
99.3, page 1
2.
We
note in bullet 4 that “The Company does not anticipate that its audited financial statements for the fiscal year ended September
30, 2024 will be available until after December 31, 2024.” Please advise if you are changing your year end to September 30,
or revise accordingly.
We
have attached an updated Waiver and Representation letter as Exhibit 99.3 to reflect that our fiscal year end is June 30.
If
you have any questions regarding the Registration Statement on Form F-1 filed herewith, please direct them to our counsel David Ficksman
at 310-789-1290 or dficksman@troygould.com or Joilene Wood at 415-305-4651 or jwood@troygould.com.
Sincerely,
TryHard
Holdings Ltd
By:
/s/
Rakuyo Otsuki
Rakuyo
Otsuki
Chief
Executive Officer
cc:
David
L. Ficksman
R.
Joilene Wood