TryHard Holdings Ltd美股招股说明书(2025-08-28版)

This is an initial public offering of our ordinary shares, par value $0.00002 (“Ordinary Shares”). Prior to this offering, there has been no public market for our OrdinaryShares. The initial public offering price of our Ordinary Shares is US$4.00 per Ordinary Share. Our Ordinary Shares have been approved for on the Nasdaq Capital Market. As of the date of this prospectus, the Company is authorized to issue 22,500,000,000 Ordinary Shares of par value $0.00002 each, and 2,500,000,000 Series A PreferredShares of par value $0.00002 each (the “Series A Preferred Shares”). Each Ordinary Share is entitled to one vote, and each Series A Preferred Share is entitled to twenty-five(25) votes on any matter on which action of the shareholders of the Company is sought, respectively. Our Series A Preferred Shares vote together with our OrdinaryShares. Ordinary Shares and Series A Preferred Shares are not convertible into each other except on request or if transferred to a non-affiliate of the original holder. Holdersof Series A Preferred Shares are not entitled to receive dividends. Additionally, we are, and will continue to be a “controlled company” as defined under Nasdaq Marketplace Rules 5615(c). This “controlled company” status is due to the factthat Mr. Otsuki beneficially owns 2,000,000 Series A Preferred Shares and 20,351,565 Ordinary Shares and is able to exercise approximately 70.48% of our voting power andwill be able to determine all matters requiring approval by our shareholders. For further information, see “Principal Shareholders”. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 11to readabout factors you should consider before buying our Ordinary Shares. We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please read thedisclosures beginning on page 26 of this prospectus for more information. (1)Represents underwriting discounts equal to 6.5% per Ordinary Share. (2)Excludes expenses payable to the Underwriter. The total amount of underwriter expenses related to this offering is set forth in the section entitled “Expenses Related tothis Offering” on page 127. (3)Includes US$4,803,750 gross proceeds from the sale of 1,067,500 Ordinary Shares offered by us and US$2,058,750 gross proceeds from the sale of 457,500 OrdinaryShares offered by the Selling Shareholder, at an initial offering price of US$4.00 per Ordinary Share. This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Ordinary Shares if any such Ordinary Shares aretaken. The underwriters expect to deliver the Ordinary Shares against payment in U.S. dollars in New York, New York on or about August 29, 2025. We have granted a 45-day option to the underwriters to purchase up to an additional 228,750 Ordinary Shares, equal to 15% of the total number of Ordinary Shares sold inthis offering to cover over-allotment, which over-allotment will be provided solely by the Company. Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. US TIGER SECURITIES INC. Prospectus dated August 28, 2025 TABLE OF CONTENTS PagePROSPECTUS SUMMARY2RISK FACTORS11DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS26ENFORCEABILITY OF CIVIL LIABILITIES27USE OF PROCEEDS28DIVIDEND POLICY29CAPITALIZATION30DILUTION31CORPORATE HISTORY AND STRUCTURE32MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS34BUSINESS48REGULATIONS77MANAGEMENT83PRINCIPAL AND SELLING SHAREHOLDERS94RELATED PARTY TRANSACTIONS97DESCRIPTION OF SHARE CAPITAL98SHARES ELIGIBLE FOR FUTURE SALE112MATERIAL INCOME TAX CONSIDERATION113UNDERWRITING119EXPENSES RELATING TO THIS OFFERING127LEGAL MATTERS128EXPERTS129WHERE YOU CAN FIND ADDITIONAL INFORMATION130INDEX TO FINANCIAL STATEMENTSF-1ii About this Prospectus We, the Selling Shareholders and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in thisprospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We and the Selling Shareholders take no responsibility for,and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Ordinary Shares offeredhereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer orsale is not permitted or where the person making the offer or sale is not qualified to do so or to any per