TryHard Holdings Ltd美股招股说明书(2025-11-28版)

The distribution of securities offered hereby may be effected in one or more transactions that may take place in ordinary brokers’ transactions, privately negotiatedtransactions or through sales to one or more dealers for resale of such securities as principals. Usual and customary or specifically negotiated brokerage fees or commissionsmay be paid by the Resale Shareholders. On August 27, 2025, a registration statement under the Securities Act with respect to our initial public offering (“IPO”) of Ordinary Shares was declared effective by theSecurities and Exchange Commission whereby we received approximately US$2.2 million in net proceeds. In conjunction with the IPO, we filed a resale prospectus pursuantto which one of our shareholders offered 2,388,750 Ordinary Shares for sale. Concurrent with our IPO, 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 November 28, 2025 TABLE OF CONTENTS PagePROSPECTUS SUMMARY2RISK FACTORS11DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS24ENFORCEABILITY OF CIVIL LIABILITIES25USE OF PROCEEDS26DIVIDEND POLICY27CORPORATE HISTORY AND STRUCTURE28MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS30BUSINESS44REGULATIONS73MANAGEMENT79PRINCIPAL SHAREHOLDERS90RESALE SHAREHOLDERS92RELATED PARTY TRANSACTIONS93DESCRIPTION OF SHARE CAPITAL94SHARES ELIGIBLE FOR FUTURE SALE108MATERIAL INCOME TAX CONSIDERATION109PLAN OF DISTRIBUTION115EXPENSES RELATING TO THIS OFFERING116LEGAL MATTERS117EXPERTS118WHERE YOU CAN FIND ADDITIONAL INFORMATION119INDEX 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 qualifiedto do 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 tothe public 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: ●“Original Shareholders” means those shareholders of TryHard prior to a group reorganization for the purpose of our IPO being Rakuyo Otsuki; Yasushi Yuki; TakamiKondo; Yoichi Hiraoka; Yuji Kawahara; Hyangdae Lee; Katsuyasu Fujita; Kayoko Ueda; Ryoko Onishi; Harunaga Umeki; Japanselect Inc.; Hong Kong OrientsummitCo., Limited; Satoshi Okuda; Atsushi Yokoyama; Nobumichi Yoshida; Yusuke Sato; Ryoji Nishimura; Akio Ota, Toshiyoshi Kojima, Try Hard Dining Co., Ltd., AikawaYoshiyuki; Humo Co., Ltd, T&S Corporation Co., Ltd and Future Partner’s Co., Ltd;●“Independent Third Party” means a person or company who or which is independent of and is not a 5.0% owner of, does not control and is not controlled by or undercommon control with any 5.0% owner and is not the spouse or descendant (by birth