F-1/A: TryHard Holdings Amends IPO Filing, Details Underwriting

Sentiment:

Amendment to Initial Public Offering Registration Statement 5 August 2025 12:38 PM

TryHard Holdings Limited filed an amendment to its F-1 registration statement, advancing its U.S. IPO plans by detailing the underwriting agreement and addressing financial reporting requirements.

Delay expectedThe effective date of the registration statement is being delayed until a further amendment is filed or the U.S. Securities and Exchange Commission determines effectiveness.The Company is requesting a waiver from the SEC for the requirement to provide audited financial statements not older than 12 months from the offering date, stating that compliance with the 15-month requirement is impracticable and involves undue hardship, and that audited financials for the fiscal year ended September 30, 2024, will not be available until after December 31, 2024.

Capital raiseThe filing details an Initial Public Offering (IPO) of 1,525,000 Ordinary Shares, with 1,067,500 shares sold by the Company and 457,500 by selling shareholders.An over-allotment option allows underwriters to purchase up to an additional 228,750 Ordinary Shares from the Company.The Company recently issued 196,000 Ordinary Shares on December 30, 2024, and 2,000,000 Series A Preferred Shares on May 31, 2025, without registration under the Securities Act.

Summary

Filed Amendment No. 3 to Form F-1 registration statement (File No. 333-287751) for an Initial Public Offering (IPO) of Ordinary Shares.
The amendment primarily serves to file exhibits, including the Underwriting Agreement.
The IPO involves the issuance and sale of an aggregate of 1,525,000 Ordinary Shares, consisting of 1,067,500 Firm Shares from the Company and 457,500 Shareholder Firm Shares from selling shareholders.
An over-allotment option grants underwriters the right to purchase up to an additional 228,750 Ordinary Shares from the Company.
The Public Offering Price and Purchase Price per share are currently placeholders (US$[]).
A waiver was requested from the SEC regarding the 12-month audited financial statement requirement for the IPO, stating that compliance with the 15-month requirement is impracticable and not required in other jurisdictions.
The Company's shares have been approved for listing on the Nasdaq Capital Market, subject to official notice of issuance.

Sentiment

Score: 7

Explanation: The filing represents a significant procedural step forward for TryHard Holdings Limited towards its U.S. IPO and Nasdaq listing, which is generally positive. While it includes a waiver request for financial statement age, this is presented as a procedural matter rather than a fundamental issue, and the overall tone is one of progression towards a public offering.

Positives

Progress towards a U.S. Initial Public Offering (IPO) through the filing of an F-1/A amendment.
Shares approved for listing on the Nasdaq Capital Market, subject to official notice of issuance, indicating a clear path to public trading.
The Company and its subsidiaries represent compliance with various critical regulations, including anti-corruption, anti-money laundering, environmental laws, and cybersecurity/data protection.
Maintenance of a system of internal controls, disclosure controls, and procedures designed to comply with applicable laws (Sarbanes-Oxley Act, Exchange Act, Nasdaq rules) and provide reasonable assurance regarding financial reporting reliability.
Independent directors meet Nasdaq independence criteria, indicating adherence to corporate governance standards.

Negatives

No specific negative financial results or operational setbacks are disclosed in this procedural amendment.
The need to request a waiver from the SEC regarding the 12-month audited financial statement requirement, citing impracticability and undue hardship, indicates a potential procedural hurdle or delay in financial reporting.

Risks

Indemnification for directors and officers is limited under Cayman Islands law, not extending to civil fraud, crime, or breaches of fiduciary duty with dishonesty, willful default, or fraud.
The SEC's opinion states that indemnification for liabilities arising under the Securities Act is against public policy and unenforceable.
The effective date of the registration statement is subject to further amendment or SEC determination, introducing uncertainty regarding the IPO timeline.
The underwriting agreement can be terminated under various conditions, including suspension of trading, general market disruptions, or a material adverse change in the Company's condition.
Failure to obtain and maintain all necessary approvals in the Cayman Islands for dividend payments and foreign exchange transfers could impact shareholder returns.
Potential for non-compliance with applicable laws and regulations concerning information dissemination over the Internet and user privacy protection.
The Company's ability to maintain the listing of its shares on Nasdaq for at least three years is a future commitment subject to market and operational conditions.

Future Outlook

The Company intends to proceed with its Initial Public Offering promptly after the registration statement becomes effective. It plans to use its best efforts to effect and maintain the listing of its Ordinary Shares on the Nasdaq Capital Market for at least three years from the date of the underwriting agreement. The Company also anticipates that its audited financial statements for the fiscal year ended September 30, 2024, will be available after December 31, 2024.

Management Comments

The Company's directors and management have reviewed and agreed with the selection, application and disclosure of the Company's critical accounting policies as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus and have consulted with its independent accountants with regards to such disclosure.
The Company's directors and executive officers are not a party to any such Action(s) that (A) would result in such director or officer to be unsuitable for his or her position on the board or in the Company, as the case may be, (B) would individually or in the aggregate constitute a Material Adverse Change, or (C) are required to be described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus but are not so described.

Industry Context

This F-1/A filing is a standard procedural step for a foreign private issuer, TryHard Holdings Limited (based in Cayman Islands with principal executive offices in Japan), seeking to list its shares on a U.S. exchange (Nasdaq). The filing itself does not provide specific details on industry trends or competitive landscape, focusing instead on the legal and financial mechanics of the IPO process.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Constitutional Documents Update	Amended Memorandum and Articles of Association to be adopted on the Closing Date, complying with Cayman Islands law.	Closing Date	Ensures corporate governance framework is updated for public company status.
Indemnification Agreements	Intends to enter into indemnification agreements with directors and executive officers to the fullest extent permitted under Cayman Islands law.	Promptly after effective date	Provides protection for management, subject to legal limitations and public policy.
Internal Controls Implementation	Upon effectiveness of the Registration Statement, the Company and its Subsidiaries will maintain a system of internal controls, disclosure controls, and procedures compliant with Sarbanes-Oxley Act, Exchange Act, and Nasdaq rules.	Upon Registration Statement effectiveness	Enhances financial reporting reliability and regulatory compliance for public company operations.
Audit Committee Oversight	Internal Controls will be overseen by the audit committee of the board of Directors in accordance with Nasdaq rules.	Upon Registration Statement effectiveness	Strengthens oversight of financial reporting and internal controls.
Director Independence	Each of the Company's independent directors meets the criteria for independence under the Sarbanes-Oxley Act, SEC rules, and Nasdaq rules.	Current	Ensures compliance with independence requirements for public company boards.

Related Party Transactions

The filing states that, except as disclosed in the Registration Statement, Pricing Disclosure Package, and Final Prospectus, no direct or indirect relationship or transaction exists between the Company/Subsidiaries and their respective directors, officers, shareholders, sponsors, affiliates, customers, or suppliers. The prospectus includes a section titled 'Related Party Transactions', indicating that such transactions exist and are detailed elsewhere in the full registration statement.

Stakeholder Impact

Shareholders: Potential for dilution from new share issuance, liquidity from public trading, and future dividends. Existing shareholders are selling a portion of their holdings.
Employees: Employee benefit plans and stock options are mentioned as exceptions to certain share transfer restrictions.
Underwriters: Will receive significant compensation (cash fees and expense allowances) for their role in the offering.
Regulatory Bodies (SEC, FINRA, Nasdaq): The Company is undertaking significant compliance efforts to meet their requirements for public listing and ongoing reporting.

Next Steps

File the Final Prospectus with the SEC and any required Issuer Free Writing Prospectuses.
Obtain effectiveness of the Registration Statement from the SEC.
Commence the public offering and sale of Ordinary Shares.
Effect and maintain the listing of Ordinary Shares on the Nasdaq Capital Market for at least three years.
Make an earning statement available to securityholders and the Representative within 12 months of the Registration Statement's effective date.
File all required documents with the SEC pursuant to the Exchange Act.
Obtain and maintain all necessary approvals in the Cayman Islands for dividend payments and foreign exchange transfers.
Rectify or cure any non-compliance and implement measures for continuing compliance with laws concerning internet information dissemination and user privacy protection.
Engage and maintain a financial public relations firm for two years after the Closing Date.
Continue to retain a nationally recognized and PCAOB registered independent certified public accounting firm for three years after the Closing Date.

Key Dates

Date	Description
November 6, 2024	Date of Engagement Letter between the Company and US Tiger Securities, Inc.
December 30, 2024	Date of sale or issuance of 196,000 Ordinary Shares to Comet Moment Limited, Legend One Capital Limited, Lucens Consultancy, Bon Ween Foong, and Men Yihe.
January 27, 2025	Date of WWC, P.C. audit report (except for Notes 1, 27, and 29).
May 31, 2025	Date of issue of 2,000,000 Series A Preferred Shares to Mr. Rakuyo Otsuki.
June 3, 2025	Date of Notes 1, 27, and 29 in WWC, P.C. audit report.
August 5, 2025	Filing date of Amendment No. 3 to Form F-1 registration statement, and date of waiver request for Item 8.A.4 of Form 20-F.
September 30, 2024	Fiscal year end for which audited financial statements are not anticipated to be available until after December 31, 2024.
December 31, 2024	End of the six-month period for which unaudited interim condensed consolidated financial statements are included.
2025	Proposed year for the Closing Date and Additional Closing Date of the offering (specific date is a placeholder in the filing).

Keywords

IPO, SEC Filing, F-1/A, Underwriting Agreement, Nasdaq Listing, Cayman Islands, Japan, TryHard Holdings Limited, Public Offering, Securities Act, Corporate Governance, Financial Reporting

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