SecProbe.io

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 Try
Hard Holdings Limited

 541-0056,
2 Chome 5-19

 Kyutaromachi

 Chuo
Ward, Osaka

 Japan

 November
25, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:

 Kate
 Beukenkamp

 Division
 of Corporate Finance

 Re:
 TryHard
 Holdings Limited

 Registration
 Statement on Form F-1, as amended (File No. 333-291238)

 Request for Acceleration
 of Effectiveness

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), TryHard Holdings Limited, a
Cayman Islands company (the "Company"), respectfully requests that the effective date of its Registration Statement on Form
F-1 (File No. 333-291238) (the "Registration Statement"), be accelerated so that it will become effective at 3:00
p.m., Eastern Time, Wednesday, November 26, 2025, or as soon thereafter as possible.

 In
making this acceleration request, the Company acknowledges that:

 (i)
 should the Securities and
 Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the Registration
 Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 (ii)
 the action of the Commission
 or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company
 from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

 (iii)
 the Company may not assert
 comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding
 initiated by the Commission or any person under the federal securities laws of the United States.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, TroyGould PC by calling Joilene Wood at (415)
305-4651 or David Ficksman at (310) 789-1290. We also respectfully request that a copy of the written order from the Commission verifying
the effective time and date of the Registration Statement be sent to our counsel, TroyGould PC, Attention: David Ficksman, by facsimile
to (310) 789-1290 or email at dficksman@troygould.com.

 If
you have any questions regarding this request, please contact Joilene Wood at (415) 305-4651.

 Very truly
 yours,

 By:
 /s/
 Rakuyo Otsuki

 Name:
 Rakuyo Otsuki

 Title:
 Chief Executive Officer
 & Executive Director

 cc:
 David Ficksman, TroyGould
 PC

 R. Joilene Wood, TroyGould
 PC

CORRESP
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August
26, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    TryHard
    Holdings Limited (CIK No. 0002044241)

    Registration
    Statement on Form F-1, as amended

    Initially
    Filed on June 3, 2025

    File
    No. 333-287751

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned
hereby joins in the request of TryHard Holdings Limited that the effective date of the above-referenced Registration Statement be accelerated
to permit it to become effective at 4:30 p.m., Eastern Time, on August 27, 2025, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, TroyGould PC, request by telephone that such Registration Statement be declared effective.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, as amended, please be advised
that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the
security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of
the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

[Signature
Page Follows]

    Very
    truly yours,

    US
    TIGER SECURITIES, INC.

    By:

    /s/
    Jack Ye

    Name:
    Jack
    Ye

    Title:
    Managing
    Director

[Signature
Page to Underwriter’s Acceleration Request Letter]

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Try
Hard Holdings Limited

541-0056,
2 Chome 5-19

Kyutaromachi

Chuo
Ward, Osaka

Japan

August
26, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

    Kate
    Beukenkamp

    Taylor
    Beech

    Division
    of Corporate Finance

    Re:

    TryHard
    Holdings Limited

    Registration
    Statement on Form F-1, as amended (File No. 333-287751)

    Request
    for Acceleration of Effectiveness

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), TryHard Holdings Limited, a
Cayman Islands company (the “Company”), respectfully requests that the effective date of its Registration Statement on Form
F-1 (File No. 333-287751) (the “Registration Statement”), be accelerated so that it will become effective at 4:30 p.m., Eastern
Time, Wednesday, August 27, 2025, or as soon thereafter as possible.

In
making this acceleration request, the Company acknowledges that:

    (i)
    should
    the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
    the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
    Statement;

    (ii)
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

    (iii)
    the
    Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement
    as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, TroyGould PC by calling Joilene Wood at (415)
305-4651 or David Ficksman at (310) 789-1290. We also respectfully request that a copy of the written order from the Commission verifying
the effective time and date of the Registration Statement be sent to our counsel, TroyGould PC, Attention: David Ficksman, by facsimile
to (310) 789-1290 or email at dficksman@troygould.com.

If
you have any questions regarding this request, please contact Joilene Wood at (415) 305-4651.

    Very
    truly yours,

    By:
    /s/
    Rakuyo Otsuki

    Name:
    Rakuyo
    Otsuki

    Title:
    Chief
    Executive Officer & Executive Director

    cc:

    David
    Ficksman, TroyGould PC

    R.
    Joilene Wood, TroyGould PC

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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

August 12, 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. 3 to Registration Statement on Form F-1
Filed August 5, 2025
File No. 333-287751
Dear Rakuyo Otsuki:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our August 1, 2025 letter.
Amendment No. 3 to Registration Statement on Form F-1
Exhibit Index
Exhibit 5.1, 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 Limited 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.

August 12, 2025
Page 2
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.
            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

CORRESP
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TryHard
Holdings Ltd

541-0056,
2 Chome 5−19

Kyutaromachi

Chuo
Ward, Osaka

Japan

August
5, 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 1, 2025 to Amendment
No. 2 to the Registration Statement on Form F-1 submitted on July 21, 2025. We have revised the Registration Statement on Form F-1, filed
herewith as Amendment No. 3. Please see our response to your comment, which we have restated below.

Amendment
No. 2 to Registration Statement on Form F-1

Index
to Consolidated Financial Statements, page F-1

    1.

    We
    note your filing includes audited financial statements that are older than 12 months. Please update your financial statements in
    accordance with Item 8.A.4 of Form 20-F or include the representation noted in Instruction 2 to Item 8.A.4 as an exhibit to your
    registration statement.

We
have attached a Waiver and Representation letter in accordance with Item 8.A.4 as Exhibit 99.3. We also have provided all outstanding
exhibits and an updated consent of auditor.

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

August 1, 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. 2 to Registration Statement on Form F-1
Filed July 21, 2025
File No. 333-287751
Dear Rakuyo Otsuki:
            We have reviewed your amended 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.
Amendment No. 2 to Registration Statement on Form F-1
Index to Consolidated Financial Statements, page F-1
1.We note your filing includes audited financial statements that are older than 12
months. Please update your financial statements in accordance with Item 8.A.4 of
Form 20-F or include the representation noted in Instruction 2 to Item 8.A.4 as an
exhibit to your registration statement.

August 1, 2025
Page 2
            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

CORRESP
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TryHard
Holdings Ltd

541-0056,
2 Chome 5−19

Kyutaromachi

Chuo
Ward, Osaka

Japan

July
21, 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
have submitted a Registration Statement on Form F-1 on July 21, 2025 with the U.S. Securities and Exchange Commission (the “Commission”)
simultaneously with this correspondence. Note that the only substantive change was to reduce the size of the resale offering from three
resale shareholders to one, reducing the resale offering to 2,388,750 Ordinary Shares and a cybersecurity risk factor. Our response
to the Commission’s prior comment regarding the analysis under Securities Act Rules Compliance and Disclosure Interpretations Question
612.09 remains the same as was submitted in the correspondence filed on June 25, 2025.

If
you have any questions regarding the disclosure in 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

CORRESP
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TryHard
Holdings Ltd

541-0056,
2 Chome 5−19

Kyutaromachi

Chuo
Ward, Osaka

Japan

June
25, 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 Submitted June 3, 2025

    File
    No. 333-287751

Ladies
and Gentlemen:

We
note the comment received from the U.S. Securities and Exchange Commission (the “Commission”) dated June 20, 2025 to the
Registration Statement on Form F-1 submitted on June 3, 2025. We have revised the Registration Statement on Form F-1, filed herewith
as Amendment No. 1. Please see our responses to your comment, which we have restated below.

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.

We
have revised the risk factor on page 20 to discuss the size of the resale offering and how the resale shareholders may be willing to
accept a lower sales price than the offering price. We also revised page Alt-5 to clarify that the resales shares are not subject to
any restrictions.

Resale
Prospectus

    2.

    Revise
    to provide all China-based issuer disclosure included on the IPO prospectus cover page on the resale prospectus cover page.

We
respectfully advise that there is no China-based issuer disclosure on the IPO prospectus cover page as we currently have no China-based
business or operations.

    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
respectfully submit that for the reasons more fully set forth below, the offering of the resale shares by the Resale Shareholders is
not an indirect primary offering and is appropriately characterized as a secondary offering that is eligible to be made under Securities
Act Rule 415(a)(1)(i). The Company has reviewed the guidance set forth in Securities Act Rules, Compliance and Disclosure Interpretations,
question 612.09 (“CD&I; 612.09”) that identified six factors to be considered in determining whether a purported secondary
offering is really a primary offering. Set forth below is a brief description of the background of the underlying transactions and an
analysis of the six factors described in CD&I; 612.09.

As
background, on September 12, 2024, we incorporated TryHard Holdings as an exempted company limited by shares under the laws of the Cayman
Islands. On December 19, 2024, all of our existing shareholders (including Mr. Otsuki) subscribed for Ordinary Shares so as to reflect
the same percentage shareholding they held in TryHard. On December 30, 2024, Comet Moment Limited (“Comet”) , Legend One
Limited (“Legend”) and Lucens Consultancy Pte. Ltd. (“Lucens” and collectively with Comet and Legend, the “Resale
Shareholders”) each subscribed for 4.90% of our issued share capital for consideration of $500,000, and Mr. Bon Ween Foong subscribed
for 4.90% of our issued share capital and Mr. Men Yihe subscribed for 2.20% of our issued share capital, both for cash at par value.
On April 30, 2025, all of the existing shareholders (including Mr. Otsuki) transferred their entire shareholding interest in TryHard
to our Company in the consideration of our Company allotting and issuing 1 Ordinary Share to each of them credited as fully paid. On
May 31, 2025, for purposes of recapitalization in anticipation of the initial public offering, the Company undertook a 1:50 share sub-division
(a “forward stock split”) of each of its authorised and issued shares, such that following such sub-division the Company’s
authorized share capital was US$500,000 divided into 22,500,000,000 Ordinary Shares, par value of US$0.00002 each and 2,500,000,000 Series
A Preferred Shares of par value US$0.00002 each. Concurrently with such sub-division, Mr. Otsuki, the existing shareholders, Comet, Legend,
Lucens, Mr. Bon Ween Foong and Mr. Men Yihe surrendered 521,835, 455,665, 61,250, 61,250, 61,250, 61,250, and 27,500 Ordinary Shares
to the Company, respectively and we allotted and issued 2,000,000 Series A Preferred Shaer sot Mr. Otsuki for cash at par value.

How
long the stockholders have held the shares. Each of Comet, Legend and Lucens acquired their interest in the Company on December 19,
2024 for US$500,000, paying the full purchase price for their interests in the Company and bearing the full investment risk of holding
the shares. There was no certainty that there would be a successful public offering, meaning they would be minority shareholders in a
private company. For this risk, it was agreed with the Resale Shareholders that they would be permitted to sell their shares as resale
shareholders in our initial public offering (the “Resale Shares”). CD&I 116.19 and CD&I 139.11 contemplate that a
valid secondary offering could occur immediately following the closing of the PIPE with no minimum holding period in the event the Company
has completed the private placement of all of the securities it is registering and the investor is at market risk at the time of filing
of the resale registration statement. Since there is no mandatory holding period that must be overcome for a PIPE transaction to be followed
by a valid secondary offering and the Resale Shareholders were at market risk when they acquired their Ordinary Shares, and given that
they have held these shares for more than six months, it is respectfully submitted, when taken as a whole, the Ordinary Shares proffered
for resale by the Resale Shareholders should be sufficient for a valid secondary offering.

Circumstances
in which the stockholders receive their shares. Each of the Resale Shareholders acquired their shares in a sale and purchase transaction
exempt from the registration requirements of the Securities pursuant to Section 4(a)(2) thereunder. Each selling security holder
made standard and customary investment representations, including: (i) purchase for investment intent with no present intention to distribute
any of the securities; (ii) acknowledgment that the shares could only be sold in compliance with the registration requirements of the
Securities Act or the availability of an exemption therefrom; and (ii) their ability to bear the economic risk of an investment in the
Company’s securities for an indefinite period of time. The full purchase price for the securities was paid at the time of the acquisitions.
The Resale Shareholders have taken full investment risk with respect to the securities with no certainty of an exit strategy or avenue,
on market or at all. The facts do not support a conclusion that the Resale Shareholders acquired the securities for the purpose of distributing
them on behalf of the Company. By contrast, the Resale Shareholders purchased their shares in a bona-fide private placement transaction
with customary investment and private placement representations with no present intent to distribute any shares to any person. The fact
that these shareholders have held their shares for more than six months provides further support for the position that they are not acting
as an underwriters or conduit for the sale of shares from the Company to be public.

The
stockholders’ relationship to the Company. The Resale Shareholders are not acting on behalf of the Company with respect to
the public resale of the shares and have no contractual, legal or other relationship with the Company with respect to the timing and
amount of resales of such shares. Moreover, the Resale Shareholders did not acquire the resale shares from the Company with a view of
distributing the securities as disclosed below.

The
amount of shares involved. No shares have been sold by any of the Resale Shareholders since their bona fide initial acquisition over
six months ago and have borne the market risk of these shares since then. The Resale Shares registered for resale by each of the Resale
Shareholders represent less than 4.90% of the Company. The Commission has historically been concerned about the distribution of “toxic”
convertible securities with floating conversion prices or transactions involving deferred payment of purchase price by short-term investors
seeking immediate resale of shares, such that the initial purchasers were not at market risk and public shareholders were subject to
substantial dilution and often substantial reductions in trading prices. In the transactions at issue, the Resale Shareholders purchased
their securities at fair market value and have held them for more than six months. The volume of shares registered, standing alone, should
not lead to the conclusion that the secondary transaction is a primary offer on behalf of the Company. For example, in its response to
Securities Act Forms, Compliance and Disclosure Interpretations, question 612.12 the Staff permitted affiliates to effect a block sale
of 73% of the issued outstanding shares of the issuer under Rule 415(a)(1)(i). This interpretation makes clear that volume of shares,
standing alone, does not convert a secondary transaction into a primary offering.

Whether
the stockholders are in the business of underwriting securities. To the Company’s knowledge, none of the Resale Shareholders
is in the business of underwriting securities nor are they broker dealers; rather, we understand that they are entities that make private
equity investments and the facts and circumstances support the conclusion that the Resale Shareholders are long-term investors who did
not purchase the securities with a view to further distribution. Similarly, the Company is not aware of any evidence that would point
to the fact that the Resale Shareholders had any plan to act in concert with a third party to effect a distribution of the Resale Shares.
Rule 100 of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration
under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence
of special selling efforts and selling methods”. The Company is not aware of any evidence that would suggest that any such special
selling efforts or selling methods (such as investor presentations or road shows) by or on behalf of the Resale Shareholders have or
are currently intended to take place if the draft registration statement on Form F-1 and resale prospectus are eventually declared effective.

Whether
under all the circumstances it appears that the seller is acting as a conduit for the issuer. Based on the forgoing analysis, the
Company respectfully submits that the facts and circumstances surrounding the investments in the Company as it began to prepare for its
initial public offering and the registration of the resale of the shares at issue do not support the conclusion that the Resale Shareholders
are acting as underwriters or as a conduit for the Company. The Company will not receive any proceeds from the sale of Resale Shares
by any Resale Shareholders. The proceeds from the sale of shares will be used by each Resale Shareholder for its own purposes. The shares
were acquired in an exempted private transaction in which the Resale Shareholders paid the full purchase price for the shares at the
time of the sale, did not acquire their shares with a view to distribution and undertook the full economic risk of ownership of Company’s
securities from the date of purchase. Similarly, the Resale Shareholders have not entered into any agreement, nor is any agreement being
contemplated, whereby they would serve as underwriters in connection with this offering and thus should not be viewed as “statutory
underwriters” in connection with this offering. The decision to offer shares in the resale offering was made by each Resale Shareholder
and not by the Company. Based on the foregoing, we respectfully submit that the resale transaction covered by the resale prospectus is
a secondary offering by the Resale Shareholders permitted under Securities Act Rule 415(a)(1)(i) and not a primary offering by the Company.

If
you have any questions regarding the disclosure in 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

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

CORRESP
1
filename1.htm

TryHard
Holdings Ltd

541-0056,
2 Chome 5−19

Kyutaromachi

Chuo
Ward, Osaka

Japan

June
3, 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

    Amendment
    No. 1 to Draft Registration Statement on Form F-1 Submitted March 24, 2025

    CIK
    No. 0002044241

Ladies
and Gentlemen:

We
note the comment received from the U.S. Securities and Exchange Commission (the “Commission”) dated April 11, 2025 to Amendment
No.1 to Draft Registration Statement on Form F-1 submitted on March 24, 2025. We have revised the Registration Statement on Form F-1,
filed herewith. Please see our responses to your comment, which we have restated below.

Amendment
No. 1 to Draft Registration Statement on Form F-1

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.

We
have revised footnote (4) on page 7 to clarify that NEXYZ Group Corporation, SBI Holdings Inc. and Risenet Co., Ltd. are independent
third parties.

We
have also made other changes throughout the document to reflect a corporate reorganization and to provide updated interim financial disclosures.

If
you have any questions regarding the disclosure in 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

    /s/
    Rakuyo Otsuki

    By:
    Rakuyo Otsuki

    Chief Executive Officer

    cc:
    David L. Ficksman

    R. Joilene Wood

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

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