TryHard Holdings Ltd美股招股说明书(2025-08-29版)

Thereafter, any sales will occur at prevailing market prices or in privately negotiated prices. No sales of the shares covered by this prospectus shall occur until theOrdinary Shares sold in our initial public offering begin trading on the Nasdaq Capital Market. The distribution of securities offered hereby may be effected in one or moretransactions that may take place in ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities asprincipals. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Resale Shareholder. On August 27, 2025, a registration statement under the Securities Act with respect to our initial public offering of Ordinary Shares was declared effective by theSecurities and Exchange Commission. We received approximately US$2.2 million in net proceeds from the offering after payment of underwriting discounts andcommissions and estimated expenses of the offering. The prospectus statement used in connection with the initial public offering by us of 1,067,500 Ordinary Shares andcertain selling shareholders named therein (and defined below) of 457,500 Ordinary Shares is referred to here as the “Public Offering Prospectus.” Concurrent with our initial public offering, our Ordinary Shares were listed on the Nasdaq Capital Market under the symbol “THH.” We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and we have elected to comply with certain reduced publiccompany reporting requirements. An investment in our Ordinary Shares involves significant risks. You should carefully consider the risk factors beginning on page 11 of this prospectus beforeyou make your decision to invest in our Ordinary Shares. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracyor adequacy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated August 28, 2025 TABLE OF CONTENTS PagePROSPECTUS SUMMARY2RISK FACTORS11DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS26ENFORCEABILITY OF CIVIL LIABILITIES27USE OF PROCEEDS28DIVIDEND POLICY29CORPORATE HISTORY AND STRUCTURE30MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS32BUSINESS46REGULATIONS75MANAGEMENT81PRINCIPAL SHAREHOLDERS92RESALE SHAREHOLDERS94RELATED PARTY TRANSACTIONS95DESCRIPTION OF SHARE CAPITAL96SHARES ELIGIBLE FOR FUTURE SALE110MATERIAL INCOME TAX CONSIDERATION111PLAN OF DISTRIBUTION117EXPENSES RELATING TO THIS OFFERING118LEGAL MATTERS119EXPERTS120WHERE YOU CAN FIND ADDITIONAL INFORMATION121INDEX TO FINANCIAL STATEMENTSF-1ii About this Prospectus We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectusesprepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other informationthat others may give you. This prospectus is an offer to sell only the Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to doso. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified todo so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Ordinary Shares is made to thepublic in the Cayman Islands. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financialcondition, results of operations, and prospects may have changed since that date. Our functional currency and reporting currency are the Japanese yen (“JPY” or “¥”), the legal currency of Japan. The terms “dollar” or “$” refer to U.S. dollars, the legalcurrency of the United States. Convenience translations included in this prospectus of Japanese yen into U.S. dollars have been made at the exchange rates of ¥160.88 =$1.00, which was the foreign exchange rate on June 30, 2024, as reported by the Board of Governors of the Federal Reserve System (the “U.S. Federal Reserve”) in itsweekly release on June 30, 2025. Historical and current exchange rate information may be found at https://www.federalreserve.gov/releases/h10/. Conventions that Apply to this Prospectus Unless otherwise indicated or the context requires otherwise, references in this prospectus to: ●“Existing Shareholders” means the existing shareholders of TryHard being Rakuyo Otsuki; Yasushi Yuki; Takami Kondo; Yoichi Hiraoka; Yuji Kawahara; Hyangdae Lee;Katsuyasu Fujita; Kayoko Ueda; Ryoko Onishi; Harunaga Umeki; Japanselect Inc.; Hong Kong Orientsummit Co., Limited; Satoshi Okuda; Atsushi