F-1/A: TryHard Holdings Amends F-1 for IPO Exhibits

TryHard Holdings Limited filed an amendment to its F-1 registration statement solely to include exhibits, detailing corporate governance, past unregistered share sales, and seeking a waiver for financial statement age requirements for its upcoming IPO.

Summary

• TryHard Holdings Limited filed Amendment No. 4 to Form F-1.
• The amendment's purpose is solely to file exhibits; preliminary prospectus content remains unchanged.
• The company is a Cayman Islands-incorporated entity with principal executive offices in Osaka, Japan.
• Legal opinions are included regarding the validity of shares and the company's good standing.
• The company is seeking to register ordinary shares for a public offering, including up to 1,067,500 IPO shares from the company and an aggregate of up to 457,500 ordinary shares from selling shareholders (Comet Moment Limited, Legend One Capital Limited, Mr. Men Yihe, and Mr. Bon Ween Foong).
• An additional 2,388,750 ordinary shares are registered for resale by Lucens Consultancy Pte. Ltd.
• The company's authorized share capital is US$500,000, divided into 25 billion shares (22.5 billion Ordinary Shares and 2.5 billion Series A Preferred Shares) with a par value of US$0.00002 each.
• Recent unregistered sales include 218,000 ordinary shares to five entities on December 30, 2024, and 2,000,000 Series A Preferred Shares to Mr. Rakuyo Otsuki on May 31, 2025.
• The company requested a waiver from the SEC's 12-month audited financial statement requirement for IPOs, citing impracticability and undue hardship, and commits to ensuring financials are not older than 15 months at the time of offering.
• Audited financial statements for the fiscal year ended June 30, 2024, are not expected until after September 30, 2024.

Sentiment

Score: 5

Explanation: This is a procedural amendment for an IPO, which is a positive step towards public listing. However, the explicit request for a waiver regarding the age of audited financial statements and the stated delay in their availability for the fiscal year ended June 30, 2024, introduce a degree of uncertainty and suggest potential challenges in meeting standard IPO readiness timelines, leading to a neutral to slightly negative sentiment.

Positives

• The company is proceeding with its initial public offering (IPO) process, a significant step towards accessing public capital markets.
• Legal opinion confirms the company is duly incorporated and in good standing under Cayman Islands law, providing a solid legal foundation.
• IPO shares, when issued and paid for, will be validly issued, fully paid, and non-assessable, ensuring clear ownership for new investors.
• Existing shares held by key shareholders are confirmed as validly issued, fully paid, and non-assessable, providing clarity on current equity structure.

Negatives

• The company is seeking a waiver for the 12-month audited financial statement requirement, indicating potential challenges or delays in preparing timely financials.
• Audited financial statements for the fiscal year ended June 30, 2024, are not anticipated until after September 30, 2024, which could impact the IPO timeline and investor due diligence.
• The SEC's opinion states that indemnification for liabilities arising under the Securities Act is against public policy and unenforceable, potentially limiting protection for directors and officers in U.S. legal contexts.

Risks

• The SEC's stance on indemnification for Securities Act liabilities means directors and officers may not be fully protected from certain legal costs, potentially impacting corporate governance and the ability to attract and retain talent.
• Reliance on a waiver for financial statement age requirements could be scrutinized by investors and potentially delay the IPO process if the 15-month financial statement deadline is approached or missed, or if the waiver is not granted.
• The company's audited financial statements for June 30, 2024, are not yet available, which could create uncertainty for potential investors regarding the most current financial health and performance.

Future Outlook

The company intends to proceed with its initial public offering promptly after the registration statement becomes effective. It anticipates that its audited financial statements for the fiscal year ended June 30, 2024, will be available after September 30, 2024, and commits to not seeking effectiveness of its registration statement if its audited financial statements are older than 15 months at the time of the offering.

Management Comments

• "The Company is not currently a public reporting company in any jurisdiction."
• "The Company is not required by any jurisdiction outside the United States to prepare, and has not prepared, financial statements audited under any generally accepted auditing standards for any interim period subsequent to December 31, 2024."
• "Compliance with Item 8.A.4 at present is impracticable and involves undue hardship for the Company."
• "The Company does not anticipate that its audited financial statements for the fiscal year ended June 30, 2024 will be available until after September 30, 2024."
• "In no event will the Company seek effectiveness of its Registration Statement if its audited financial statements are older than 15 months at the time of the offering."

Industry Context

This filing is a standard procedural step for a foreign private issuer preparing for a U.S. IPO, specifically an amendment to file required exhibits. The request for a waiver regarding financial statement age is not uncommon for foreign companies navigating different reporting calendars and regulatory requirements, highlighting the complexities of cross-border listings. The company's structure with a Cayman Islands incorporation and operations in Japan suggests a strategy to leverage international capital markets.

Corporate Governance

Legal Proceedings

• The SEC's opinion states that indemnification for liabilities arising under the Securities Act of 1933 is against public policy and therefore unenforceable. The company undertakes to submit this question to a court of appropriate jurisdiction if a claim for indemnification is asserted, unless settled by controlling precedent.

Related Party Transactions

• Issuance of 2,000,000 Series A Preferred Shares to Mr. Rakuyo Otsuki (Director, Chief Executive Officer, and Chairperson) on May 31, 2025, as an unregistered sale.

Stakeholder Impact

• Shareholders: Potential dilution from the IPO. Existing shareholders (Comet Moment Limited, Legend One Capital Limited, Mr. Men Yihe, Mr. Bon Ween Foong, Lucens Consultancy Pte. Ltd.) are selling or reselling shares. New investors will gain exposure to the company.
• Directors/Executive Officers: Will be indemnified to the extent permitted by Cayman Islands law, but face limitations on indemnification for Securities Act liabilities as per SEC policy.
• Potential Investors: Will need to consider the implications of the waiver for financial statement age and the delay in audited financials when evaluating the investment.

Next Steps

• The company will proceed with the proposed sale to the public promptly after the effective date of the registration statement.
• The company will file further amendments to the registration statement as necessary to delay its effective date or to specifically state its effectiveness.
• The company undertakes to file post-effective amendments to include updated prospectuses, reflect fundamental changes, and include material information regarding the plan of distribution.
• The company will file post-effective amendments to include financial statements required by Item 8.A. of Form 20-F at the start of any delayed or continuous offering.
• The company will not seek effectiveness of its Registration Statement if its audited financial statements are older than 15 months at the time of the offering.

Key Dates

Recommendation

This is a procedural step for an IPO, which is generally a positive development for a company seeking to raise capital and expand. However, the explicit request for a waiver regarding the age of audited financial statements and the stated delay in the availability of the June 30, 2024, audited financials introduce a notable level of uncertainty and potential risk. While the IPO itself could be a catalyst, the lack of the most recent audited financial data and the need for a waiver suggest underlying challenges in financial reporting readiness. Investors should hold and await the full prospectus with updated financials and a clearer picture of the company's valuation and business operations before making a definitive investment decision.

Keywords

IPO, F-1/A, SEC filing, TryHard Holdings, Cayman Islands, Japan, Public Offering, Securities Act, Corporate Governance, Financial Statements, Indemnification, Share Capital, Unregistered Securities