We are filing this Amendment No. 1 to this 6-K filed with the Securities
and Exchange Commission on July 9, 2026, and the corresponding exhibits (the “Original 6-K”), solely to correct a typographical
error relating to the record date for determining the stockholders entitled to notice of and to vote at the meeting. The Original 6-K
incorrectly stated that the record date was July 9, 2026. The correct record date, as established by our board of directors,
is July 6, 2026.
Except as specifically discussed in this Explanatory Note, no other
changes have been made to the Original 6-K. On or about July 10, 2026, this amended Definitive Proxy Statement will be delivered or made
available to stockholders of record as of July 6, 2026, in lieu of the Original 6-k
Exhibit
99.1
TryHard
Holdings Limited
(an
exempted company incorporated in the Cayman Islands with limited liability) (NASDAQ: THH)
NOTICE
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE
IS HEREBY GIVEN THAT the extraordinary general meeting of shareholders (the “2026 Extraordinary Meeting”) of TryHard
Holdings Limited (the “Company”) will be held at #502 PMOEX Hommachi, 3-1-10 Hommachi Chuo-ku, Osaka-shi, Osaka
Japan (541-0053) on July 21, 2026, at 2 p.m. Japan Time (July 21, 2026 at 1 a.m. U.S. Eastern Time). The 2026 Extraordinary Meeting
will have the following proposal for considering and voting:
| Item |
|
|
|
Board
Vote
Recommendation |
| |
|
|
|
|
1. |
|
RESOLVED AS AN ORDINARY RESOLUTION THAT: |
|
FOR |
| |
|
|
|
|
|
|
| |
|
|
i) |
the
consolidation of each of the issued and unissued ordinary shares of a par value of US$0.00002 each (“Ordinary Shares”)
and Series A Preferred Shares of a par value of US$0.00002 each (“Series A Preferred Shares”) at a ratio one (1) –
for – ten (10) (the “Share Consolidation”) be and is hereby approved such that (i) every 10 existing authorized
unissued and issued Ordinary Shares par value US$0.00002 each be consolidated into 1 Ordinary Share of par value US$0.0002 each,
and (ii) every 10 existing authorized unissued and issued Series A Preferred Shares par value US$0.00002 each be consolidated into
1 Series A Preferred Share of par value US$0.0002 each, such that following the Share Consolidation, the authorized share capital
of the Company of US$500,000 divided into 25,000,000,000 shares of a par value of US$0.00002 each, comprising (a) 22,500,000,000
Ordinary Shares of a par value of US$0.00002 each and (b) 2,500,000,000 Series A Preferred Shares of a par value of US$0.00002 each
will become the authorized share capital of US$500,000 divided into 2,500,000,000 shares of a par value of US$0.0002 each, comprising
(a) 2,250,000,000 Ordinary Shares of a par value of US$0.0002 each and (b) 250,000,000 Series A Preferred Shares of a par value of
US$0.0002 each; and |
|
|
| |
|
|
|
|
|
|
| |
|
|
ii) |
the
Directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share
Consolidation including, but without prejudice to the generality of the foregoing, in respect of any fractional entitlements to the
issued consolidated shares resulting from the Share Consolidation, (a) capitalizing all or any part of any amount for the time being
standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether
or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of
the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following
or as a result of the Share Consolidation or (b) arranging for the sale of any Ordinary Shares representing fractions and the distribution
of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the shareholders of the Company
who would have been entitled to the fractions, and for this purpose the Directors may authorize some persons to transfer the Ordinary
Shares representing fractions to the purchaser of such shares (who will not be bound to see to the application of the purchase money)
or the Company.” |
|
|
As
of the date of this Notice of Extraordinary Meeting of Shareholders (the “Notice”), we have not received notice of
any other matters that may be properly presented at the 2026 Extraordinary Meeting.
The
Board of Directors of the Company has fixed the close of business on July 6, 2026 as the record date (the “Record Date”)
for determining the shareholders entitled to receive notice of and to vote at the 2026 Extraordinary Meeting or any adjournment thereof.
Only holders of Ordinary Shares and Series A Preferred Shares of the Company on the Record Date are entitled to receive notice of and
to vote at the 2026 Extraordinary Meeting or any adjournment thereof.
In
addition to mailing the materials, shareholders may also obtain a copy of the proxy materials, from the Company’s website at https://www.tryhard.me.
IF
YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE AND YOU APPOINT THE CHAIR OF THE 2026 EXTRAORDINARY MEETING
AS YOUR PROXY, YOUR SHARES WILL BE VOTED “FOR” THE PROPOSAL LISTED ABOVE. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION
OF WHO YOU WISH TO APPOINT AS YOUR PROXY, THE CHAIR OF THE 2026 EXTRAORDINARY MEETING WILL BE APPOINTED AS YOUR PROXY.
We
are providing this notice and the accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted
at the 2026 Extraordinary Meeting and at any adjournments or postponements of the 2026 Extraordinary Meeting.
We
cordially invite all holders of Ordinary Shares and Series A Preferred Shares to attend the 2026 Extraordinary Meeting in a hybrid format.
However, holders of Ordinary Shares and Series A Preferred Shares entitled to attend and vote are entitled to appoint a proxy to attend
and vote instead of such holders. A proxy need not be a shareholder of the Company. If you are a holder of Ordinary Shares or Series
A Preferred Shares and whether or not you expect to attend the 2026 Extraordinary Meeting in person, please mark, date, sign and return
the enclosed form of proxy as promptly as possible to ensure your representation and the presence of a quorum at the 2026 Extraordinary
Meeting. If you send in your form of proxy and then decide to attend the 2026 Extraordinary Meeting to vote your Ordinary Shares and
Series A Preferred Shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the
notice. Whether or not you plan to attend the 2026 Extraordinary Meeting, we urge you to read this notice carefully and to vote your
shares. Your vote is very important. If you are a registered shareholder, please vote your shares as soon as possible by completing,
signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street
name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or
other nominee to ensure that your shares are represented and voted at the 2026 Extraordinary Meeting. If you sign, date and return your
proxy card without indicating how you wish to vote, your proxy will be voted FOR the proposal to be considered at the 2026 Extraordinary
Meeting.
I
want to thank all of our shareholders as we look forward to what we believe will be an exciting future for our business.
| By
Order of the Board of Directors, |
|
| |
|
| /s/
Rakuyo Otsuki |
|
| Rakuyo
Otsuki |
|
| Director,
Chief Executive officer, and Chairperson |
|
| |
|
| July
9, 2026 |
|
IT
IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN
THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE
TryHard
Holdings Limited
2026
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON July 21, 2026
PROXY
STATEMENT
The
Board of Directors of TryHard Holdings Limited (the “Company”) is soliciting proxies for the extraordinary general
meeting of shareholders (the “2026 Extraordinary Meeting”) of the Company to be held at #502 PMOEX Hommachi, 3-1-10
Hommachi Chuo-ku, Osaka-shi, Osaka Japan (541-0053) on July 21, 2026, at 2 p.m. Japan Time (July 21, 2026 at 1 a.m. U.S. Eastern
Time). Only holders of the ordinary shares, par value US$0.00002 (the “Ordinary Shares”) and Series A Preferred Shares,
par value US$0.00002 (the “Series A Preferred Shares”, together with the Ordinary Shares, the “Shares”)
of the Company at the close of business on July 6, 2026 (the “Record Date”) are entitled to attend and vote
at the 2026 Extraordinary Meeting or at any adjournment thereof.
Two
Shareholders entitled to vote and present in person or by proxy or (in the case of a Shareholder being a corporation) by its duly authorized
representative representing not less than fifty per cent (50%) of the voting rights attached to the total voting shares in the Company,
shall be a quorum for all purposes at the 2026 Extraordinary Meeting.
Any
shareholder entitled to attend and vote at the 2026 Extraordinary Meeting may appoint a proxy to attend and vote on behalf of him/her.
A proxy need not be a shareholder of the Company. Each Ordinary Share shall be entitled to one (1) vote on all matters subject to
the vote at general meetings of the Company, and each Series A Preferred Share shall be entitled to twenty-five (25) votes on all matters
subject to the vote at general meetings of the Company.
A
proxy statement describing the matters to be voted upon at the 2026 Extraordinary Meeting along with a proxy card enabling the shareholders
to indicate their vote will be mailed on or about July 10, 2026, to all shareholders entitled to vote at the 2026 Extraordinary
Meeting. Such proxy statement will also be furnished to the U.S. Securities and Exchange Commission, or the SEC, under cover of Form
6-K and will be available on our website at https://www.tryhard.me on or about July 10, 2026. If you plan to attend the 2026 Extraordinary
Meeting and your shares are not registered in your own name, please ask your broker, bank or other nominee that holds your shares to
provide you with evidence of your share ownership. Such proof of share ownership will be required to gain admission to the 2026 Extraordinary
Meeting.
Whether
or not you plan to attend the 2026 Extraordinary Meeting, it is important that your shares be represented and voted at the 2026 Extraordinary
Meeting. Accordingly, after reading the Notice and accompanying proxy statement, please sign, date, and mail the enclosed proxy card
in the envelope provided or vote by telephone or over the Internet at www.proxyvote.com in accordance with the instructions on your proxy
card. The proxy card must be received by no later than 11:59 p.m. EST on July 20, 2026 to be validly included in the tally of Shares
voted at the 2026 Extraordinary Meeting. Detailed proxy voting instructions are provided both in the proxy statement and on the proxy
card.
QUESTIONS
AND ANSWERS ABOUT
THE
2026 EXTRAORDINARY MEETING, THE PROXY MATERIALS AND
VOTING
YOUR SHARES
WHY
AM I RECEIVING THESE MATERIALS?
Our
Board has delivered the Proxy Materials to you in connection with the solicitation of proxies for use at the 2026 Extraordinary Meeting.
As a shareholder, you are invited to attend the 2026 Extraordinary Meeting and are requested to vote on the items of business described
in this Proxy Statement.
WHAT
IS A PROXY?
Our
Board is soliciting your vote at the 2026 Extraordinary Meeting. You may vote by proxy as explained in this Proxy Statement. A proxy
is your formal legal designation of another person to vote the shares you own. That other person is called a proxy. If you designate
someone as your proxy in a written document, that document also is called a proxy or a proxy card.
WHAT
PROPOSAL WILL BE VOTED ON AT THE 2026 EXTRAORDINARY MEETING?
There
is one proposal that will be voted on at the 2026 Extraordinary Meeting:
| 1. | RESOLVED
AS AN ORDINARY RESOLUTION THAT: |
| |
i)
|
the
consolidation of each of the issued and unissued ordinary shares of a par value of US$0.00002
each (“Ordinary Shares”) and Series A Preferred Shares of a par value of US$0.00002
each (“Series A Preferred Shares”) at a ratio one (1) – for– ten
(10) (the “Share Consolidation”) be and is hereby approved such that (i) every
10 existing authorized unissued and issued Ordinary Shares par value US$0.00002 each be consolidated
into 1 Ordinary Share of par value US$0.0002 each, and (ii) every 10 existing authorized
unissued and issued Series A Preferred Shares par value US$0.00002 each be consolidated into
1 Series A Preferred Share of par value US$0.0002 each, such that following the Share Consolidation,
the authorized share capital of the Company of US$500,000 divided into 25,000,000,000 shares
of a par value of US$0.00002 each, comprising (a) 22,500,000,000 Ordinary Shares of a par
value of US$0.00002 each and (b) 2,500,000,000 Series A Preferred Shares of a par value of
US$0.00002 each will become the authorized share capital of US$500,000 divided into 2,500,000,000
shares of a par value of US$0.0002 each, comprising (a) 2,250,000,000 Ordinary Shares of
a par value of US$0.0002 each and (b) 250,000,000 Series A Preferred Shares of a par value
of US$0.0002 each; and
|
FOR |
| |
|
|
|
| |
ii) |
the
Directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share
Consolidation including, but without prejudice to the generality of the foregoing, in respect of any fractional entitlements to the
issued consolidated shares resulting from the Share Consolidation, (a) capitalizing all or any part of any amount for the time being
standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether
or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of
the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following
or as a result of the Share Consolidation or (b) arranging for the sale of any Ordinary Shares representing fractions and the distribution
of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the shareholders of the Company
who would have been entitled to the fractions, and for this purpose the Directors may authorize some persons to transfer the Ordinary
Shares representing fractions to the purchaser of such shares (who will not be bound to see to the application of the purchase money)
or the Company.” |
|
We
may also transact such other business as may properly come before the 2026 Extraordinary Meeting.
HOW
DOES THE BOARD RECOMMEND I VOTE?
Our
Board unanimously recommends a vote “FOR” Proposal.
WHAT
HAPPENS IF ADDITIONAL MATTERS ARE PRESENTED AT THE 2026 EXTRAORDINARY MEETING?
If
any other matters are properly presented for consideration at the 2026 Extraordinary Meeting, including, among other things, consideration
of a motion to adjourn or postpone the 2026 Extraordinary Meeting to another time or place (including, without limitation, for the purpose
of soliciting additional proxies), the persons named as proxy holders will have discretion to vote on those matters in accordance with
their best judgment, unless you direct them otherwise in your proxy instructions. We do not currently anticipate that any other matters
will be raised at the 2026 Extraordinary Meeting.
WHO
CAN VOTE AT THE 2026 EXTRAORDINARY MEETING?
Shareholders
of record at the Record Date, are entitled to vote at the 2026 Extraordinary Meeting.
On
the Record Date, 50,046,250 shares of our Ordinary Shares (representing 50,046,250 votes) and 2,000,000 shares of
our Series A Preferred Shares (representing 50,000,000 votes) were issued and outstanding and are entitled to vote at the 2026
Extraordinary Meeting. Holders of Ordinary Shares and Series A Preferred Shares will vote together as a single class on the proposal
to be voted on at the 2026 Extraordinary Meeting.
Each
Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the Company, and each Series
A Preferred Share shall be entitled to twenty-five (25) votes on all matters subject to the vote at general meetings of the Company.
WHAT
CONSTITUTES A QUORUM?
Two
Shareholders entitled to vote and present in person or by proxy or (in the case of a Shareholder being a corporation) by its duly authorized
representative representing not less than fifty per cent (50%) of the voting rights attached to the total voting shares in the Company,
shall be a quorum for all purposes at the 2026 Extraordinary Meeting.
If
such shareholders are not present in person or by timely and properly submitted proxies to constitute a quorum, the 2026 Extraordinary
Meeting may be adjourned to such time and place determined by the Board. Both abstentions and broker non-votes are counted as present
for the purpose of determining the presence of a quorum.
WHAT
IS THE DIFFERENCE BETWEEN BEING A “SHAREHOLDER OF RECORD” AND A “BENEFICIAL OWNER” HOLDING SHARES IN STREET NAME?
Shareholder
of Record: You are a “shareholder of record” if your shares are registered directly in your name with our transfer agent,
Transhare. The Proxy Materials are sent directly to a shareholder of record.
Beneficial
Owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial
owner” of shares held in “street name” and your bank or other nominee is considered the shareholder of record. Your
bank or other nominee forwarded the Proxy Materials to you. As the beneficial owner, you have the right to direct your bank or other
nominee how to vote your shares by completing a voting instruction form. Because a beneficial owner is not the shareholder of record,
you are invited to attend the 2026 Extraordinary Meeting, but you may not vote these shares in person at the 2026 Extraordinary Meeting
unless you obtain a “legal proxy” from the bank or other nominee that holds your shares, giving you the right to vote the
shares at the 2026 Extraordinary Meeting.
HOW
DO I VOTE?
Shareholders
of record can vote their shares in person by attending the 2026 Extraordinary Meeting in person, by telephone or over the Internet at
www.proxyvote.com in accordance with the instructions on your proxy card, or by mail, by completing, signing and mailing your proxy card.
The proxy card must be received by Monday no later than 11:59 p.m. EST on July 20, 2026 to be validly included in the tally of shares
voted at the 2026 Extraordinary Meeting.
If
you are a beneficial owner whose Ordinary Shares or Series A Preferred Shares are held in “street name” (i.e. through a bank,
broker or other nominee), you will receive voting instructions from the institution holding your shares. The methods of voting will depend
upon the institution’s voting processes, including voting via the telephone or the Internet at www.proxyvote.com. Please contact
the institution holding your Ordinary Shares or Series A Preferred Shares for more information.
WHAT
DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
It
means that your Ordinary Shares or Series A Preferred Shares are registered differently or you have multiple accounts. Please vote all
of these shares separately to ensure all of the shares you hold are voted.
WHAT
IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?
Shareholders
of Record: If you are a shareholder of record and you properly submit your proxy but do not give voting instructions, the persons
named as proxies will vote your shares as follows:
| Item |
|
|
|
Board
Vote
Recommendation |
| 1. |
|
RESOLVED AS AN ORDINARY RESOLUTION THAT:
|
|
FOR |
| |
|
|
|
|
|
|
| |
|
|
i) |
the
consolidation of each of the issued and unissued ordinary shares of a par value of US$0.00002 each (“Ordinary Shares”)
and Series A Preferred Shares of a par value of US$0.00002 each (“Series A Preferred Shares”) at a ratio one (1) –
for– ten (10) (the “Share Consolidation”) be and is hereby approved such that (i) every 10 existing authorized
unissued and issued Ordinary Shares par value US$0.00002 each be consolidated into 1 Ordinary Share of par value US$0.0002 each,
and (ii) every 10 existing authorized unissued and issued Series A Preferred Shares par value US$0.00002 each be consolidated into
1 Series A Preferred Share of par value US$0.0002 each, such that following the Share Consolidation, the authorized share capital
of the Company of US$500,000 divided into 25,000,000,000 shares of a par value of US$0.00002 each, comprising (a) 22,500,000,000
Ordinary Shares of a par value of US$0.00002 each and (b) 2,500,000,000 Series A Preferred Shares of a par value of US$0.00002 each
will become the authorized share capital of US$500,000 divided into 2,500,000,000 shares of a par value of US$0.0002 each, comprising
(a) 2,250,000,000 Ordinary Shares of a par value of US$0.0002 each and (b) 250,000,000 Series A Preferred Shares of a par value of
US$0.0002 each; and |
|
|
| |
|
|
|
|
|
|
| |
|
|
ii) |
the
Directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share
Consolidation including, but without prejudice to the generality of the foregoing, in respect of any fractional entitlements to the
issued consolidated shares resulting from the Share Consolidation, (a) capitalizing all or any part of any amount for the time being
standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether
or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of
the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following
or as a result of the Share Consolidation or (b) arranging for the sale of any Ordinary Shares representing fractions and the distribution
of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the shareholders of the Company
who would have been entitled to the fractions, and for this purpose the Directors may authorize some persons to transfer the Ordinary
Shares representing fractions to the purchaser of such shares (who will not be bound to see to the application of the purchase money)
or the Company.” |
|
|
Beneficial
Owners: If you are a beneficial owner whose Ordinary Shares or Series A Preferred Shares are held in “street name” (i.e.
through a bank, broker or other nominee) and you do not give voting instructions to your bank, broker or other nominee, your bank, broker
or other nominee may exercise discretionary authority to vote on matters that the NASDAQ (“NASDAQ”) determines to be “routine.”
Your bank, broker or other nominee is not allowed to vote your shares on “non-routine” matters, and this will result in a
“broker non-vote” on that non-routine matter, but the shares will be counted for purposes of determining whether a quorum
exists. However, we cannot be certain whether this will be treated as a routine matter since our Proxy Statement is prepared in compliance
with the laws of Cayman Islands rather than the rules applicable to domestic U.S. reporting companies. We strongly encourage you to submit
your voting instructions and exercise your right to vote as a shareholder.
CAN
I CHANGE MY VOTE OR REVOKE MY PROXY?
If
you are a shareholder of record, you may revoke your proxy at any time prior to the vote at the 2026 Extraordinary Meeting. If you submitted
your proxy by mail, you must file with the Corporate Secretary of the Company a written notice of revocation or deliver, prior to the
vote at the 2026 Extraordinary Meeting, a valid, later-dated proxy. Attendance at the 2026 Extraordinary Meeting will not have the effect
of revoking a proxy unless you give written notice of revocation to the Corporate Secretary before the proxy is exercised or you vote
by written ballot at the 2026 Extraordinary Meeting. If you are a beneficial owner whose Ordinary Shares or Series A Preferred Shares
are held through a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker
or other nominee, or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares,
by attending the 2026 Extraordinary Meeting and voting in person.
For
purposes of submitting your vote, you may change your vote until 11:59 p.m. EST on July 20, 2026. After this deadline, the last vote
submitted will be the vote that is counted.
HOW
WILL THE PROXIES BE SOLICITED AND WHO WILL BEAR THE COSTS?
We
will pay the cost of soliciting proxies for the 2026 Extraordinary Meeting. Proxies may be solicited by our directors, executive officers,
and employees, without additional compensation, in person or by mail, courier, telephone, email or facsimile. We may also make arrangements
with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners
of shares held of record by such persons. We may reimburse such brokerage houses and other custodians, nominees and fiduciaries for reasonable
out-of-pocket expenses incurred by them in connection therewith.
WHO
WILL COUNT THE VOTES AND HOW CAN I FIND THE VOTING RESULTS OF THE 2026 EXTRAORDINARY MEETING?
Transhare
will tabulate and certify the votes. We plan to announce preliminary voting results at the 2026 Extraordinary Meeting, and we will report
the final results in a Current Report on Form 6-K, which we will file with the SEC shortly after the 2026 Extraordinary Meeting.
WHAT
VOTE IS REQUIRED TO APPROVE EACH ITEM?
The
Share Consolidation must be passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote
in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representatives, at a general
meeting of the Company held in accordance with these Articles .
WHAT
ARE ABSTENTIONS AND BROKER NON-VOTES AND HOW WILL THEY BE TREATED?
An
“abstention” occurs when a shareholder chooses to abstain or refrain from voting their shares on one or more matters presented
for a vote. For the purpose of determining the presence of a quorum, abstentions are counted as present.
Abstentions
will have no effect on the outcome of any proposal.
A
“broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner attends the
2026 Extraordinary Meeting in person or by proxy but does not vote on a particular proposal because that holder does not have discretionary
authority to vote on that particular item and has not received instructions from the beneficial owner.
Broker
non-votes will have no effect on the outcome of any proposal.
WHAT
DO I NEED TO DO TO ATTEND THE 2026 EXTRAORDINARY MEETING?
If
you plan to attend the 2026 Extraordinary Meeting in person, you will need to bring proof of your ownership of shares, such as your proxy
card or transfer agent statement and present an acceptable form of photo identification such as a passport or driver’s license.
Cameras, recording devices and other electronic devices will not be permitted at the 2026 Extraordinary Meeting.
If
you are a beneficial owner holding shares in “street name” through a bank, broker or other nominee and you would like to
attend the 2026 Extraordinary Meeting, you will need to bring an account statement or other acceptable evidence of ownership of shares
as of the close of business on July 6, 2026. In order to vote at the 2026 Extraordinary Meeting, you must contact your bank, broker
or other nominee in whose name your shares are registered and obtain a legal proxy from your bank, broker or other nominee and bring
it to the 2026 Extraordinary Meeting.
WHERE
CAN I GET A COPY OF THE PROXY MATERIALS?
The
proxy card and the Notice are available on our Company’s website at https://www.tryhard.me. The contents of that website are not
a part of this Proxy Statement.
SHARE
CONSOLIDATION
General
Our
Board has determined that it is advisable and in the best interests of the Company and its shareholders, to approve the Share Consolidation.
The Share Consolidation must be passed by ordinary resolution of the shareholders which requires they be passed by a simple majority
of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the
case of corporations, by their duly authorized representatives, at a general meeting of the Company held in accordance with the Articles.
The
Share Consolidation will be implemented simultaneously for all shares of the Company. The Share Consolidation will affect all shareholders
uniformly and will have no effect on the proportionate holdings of any individual shareholder, with the exception of adjustments related
to the treatment of fractional shares (see below).
Registration
and Trading of our Ordinary Shares
The
Share Consolidation will not affect our obligation to publicly file financial and other information with the U.S. Securities and Exchange
Commission (the “SEC”). In connection with the Share Consolidation, our CUSIP number (which is an identifier used
by participants in the securities industry to identify our ordinary shares) will change. If and when the Share Consolidation is implemented,
the Ordinary Shares will begin trading on a post-split basis on the effective date. The trading price of Ordinary Shares will change
accordingly with the Share Consolidation.
Fractional
Shares
The
Directors are authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation including,
but without prejudice to the generality of the foregoing, in respect of any fractional entitlements to the issued consolidated shares
resulting from the Share Consolidation, (a) capitalizing all or any part of any amount for the time being standing to the credit of any
reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available
for distribution and applying such sum in paying up unissued shares to be issued to shareholders of the Company to round up any fractions
of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Consolidation or (b)
arranging for the sale of any Ordinary Shares representing fractions and the distribution of the net proceeds of sale (after deduction
of the expenses of such sale) in due proportion amongst the shareholders of the Company who would have been entitled to the fractions,
and for this purpose the Directors may authorize some persons to transfer the Ordinary Shares representing fractions to the purchaser
of such shares (who will not be bound to see to the application of the purchase money) or the Company.
Reasons
for the Share Consolidation
The
Directors noted and believe that:
| - | the
authorized share capital of the Company is US$500,000 divided into 25,000,000,000 shares
of a par value of US$0.00002 each, comprising (a) 22,500,000,000 shares of a par value of
US$0.00002 each (“Ordinary Shares”) and (b) 2,500,000,000 shares of a
par value of US$0.00002 each (“Series A Preferred Shares”); |
| - | in
furtherance of the business and operations of the Company and to accommodate the allotment
and issue of additional shares by the Company, the Company would approve (i) a consolidation
of each of the issued and unissued Ordinary Shares and Series A Preferred Shares at a ratio
of one (1) for ten (10), effective immediately (the “Share Consolidation”); |
| - | the
Share Consolidation, if approved, should enable the traded price of the Company’s Ordinary
Shares to be greater than US$1.00 as required by Nasdaq Listing Rule 5550(a)(2) so that the
Company regain compliance with Nasdaq’s minimum bid price requirement for its traded
Ordinary Shares; |
| - | the
increased market price of the Ordinary Shares expected as a result of implementing the Share
Consolidation could improve the marketability and liquidity of the Ordinary Shares and may
encourage interest and trading in the Ordinary Shares. The Share Consolidation, if effected,
could allow a broader range of institutions to invest in the Ordinary Shares (namely, funds
that are prohibited from buying stock whose price is below a certain threshold), potentially
increasing the trading volume and liquidity of the Ordinary Shares; |
| - | the
Share Consolidation could help increase analyst and broker interest in the Ordinary Shares,
as their policies can discourage them from following or recommending companies with low stock
prices. Because of the trading volatility often associated with low-priced stocks, many brokerage
houses and institutional investors have internal policies and practices that either prohibit
them from investing in low-priced stocks or tend to discourage individual brokers from recommending
low-priced stocks to their customers. Some of those policies and practices may make the processing
of trades in low-priced stocks economically unattractive to brokers. Additionally, because
brokers’ commissions on low-priced stocks generally represent a higher percentage of
the stock price than commissions on higher-priced stocks, a low average price per share of
our Ordinary Shares can result in individual shareholders paying transaction costs representing
a higher percentage of their total share value than would be the case if the share price
were higher. |
Post
Share Consolidation
There
were 50,046,250 Ordinary Shares and 2,000,000 Series A Preferred Shares issued and outstanding as of the Record Date. The
following table contains the number of issued and outstanding Ordinary Shares and Series A Preferred Shares immediately following the
Share Consolidation, without giving effect to any adjustments for fractional shares.
| | |
Shares
Outstanding | |
| | |
Record
Date | | |
Upon
Share
Consolidation effective | |
| Ordinary Shares | |
| 50,046,250 | | |
| 5,046,250 | |
| Series A Preferred Shares | |
| 2,000,000 | | |
| 200,000 | |
Book-Entry
Shares
If
the Share Consolidation is effected, shareholders who hold uncertificated shares (i.e., shares held in book-entry form and not represented
by a physical share certificate), either as direct or beneficial owners, will have their holdings electronically adjusted automatically
by our transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit,
as the case may be) to give effect to the Share Consolidation. Shareholders who hold uncertificated shares as direct owners will be sent
a statement of holding from our transfer agent that indicates the number of post- Share Consolidation Shares owned in book-entry form.
Certificated
Shares
As
soon as practicable after the effective time of the Share Consolidation, shareholders will be notified that the Share Consolidation has
been effected. We expect that our transfer agent will act as exchange agent for purposes of implementing the exchange of share certificates.
Holders of pre- consolidation Shares will be asked to surrender to the exchange agent certificates evidencing pre-consolidation shares
in exchange for certificates evidencing post-consolidation Shares in accordance with the procedures to be set forth in a letter of transmittal
to be sent by us or our exchange agent. No new certificates will be issued to a shareholder until such shareholder has surrendered such
shareholder’s outstanding certificate (s) together with the properly completed and executed letter of transmittal to the exchange
agent. Any pre-consolidation Shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically
be exchanged for post-Share Consolidation Shares.
SHAREHOLDERS
SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Accounting
Matters
The
Share Consolidation will not affect the share capital account on our balance sheet. Immediately after the Share Consolidation, the per
share net income or loss and net book value of our Shares will be increased because there will be fewer shares of Shares outstanding.
All historic share and per share amounts in our financial statements and related footnotes will be adjusted accordingly for the Share
Consolidation.
No
Going Private Transaction
Notwithstanding
the decrease in the number of outstanding Shares following the proposed Share Consolidation, the Board does not intend for this transaction
to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.
Material
United States Federal Income Tax Consequences of the Share Consolidation
Each
shareholder should consult its tax advisor as to the particular facts and circumstances which may be unique to such shareholder and also
as to any estate, gift, state, local or foreign tax considerations arising out of the Share Consolidation.
Interests
of Directors and Executive Officers
Our
directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except
to the extent of their ownership of Shares.
Resolution
The
resolution be put to the shareholders to consider and to vote upon at the 2026 Extraordinary Meeting to adopting the Share Consolidation
is:
| Item |
|
|
|
Board
Vote
Recommendation |
| 1. |
|
RESOLVED AS AN ORDINARY RESOLUTION THAT:
|
|
FOR |
| |
|
|
|
|
|
|
| |
|
|
i) |
the
consolidation of each of the issued and unissued ordinary shares of a par value of US$0.00002 each (“Ordinary Shares”)
and Series A Preferred Shares of a par value of US$0.00002 each (“Series A Preferred Shares”) at a ratio one (1) –
for– ten (10) (the “Share Consolidation”) be and is hereby approved such that (i) every 10 existing authorized
unissued and issued Ordinary Shares par value US$0.00002 each be consolidated into 1 Ordinary Share of par value US$0.0002 each,
and (ii) every 10 existing authorized unissued and issued Series A Preferred Shares par value US$0.00002 each be consolidated into
1 Series A Preferred Share of par value US$0.0002 each, such that following the Share Consolidation, the authorized share capital
of the Company of US$500,000 divided into 25,000,000,000 shares of a par value of US$0.00002 each, comprising (a) 22,500,000,000
Ordinary Shares of a par value of US$0.00002 each and (b) 2,500,000,000 Series A Preferred Shares of a par value of US$0.00002 each
will become the authorized share capital of US$500,000 divided into 2,500,000,000 shares of a par value of US$0.0002 each, comprising
(a) 2,250,000,000 Ordinary Shares of a par value of US$0.0002 each and (b) 250,000,000 Series A Preferred Shares of a par value of
US$0.0002 each; and |
|
|
| |
|
|
|
|
|
|
| |
|
|
ii) |
the
Directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share
Consolidation including, but without prejudice to the generality of the foregoing, in respect of any fractional entitlements to the
issued consolidated shares resulting from the Share Consolidation, (a) capitalizing all or any part of any amount for the time being
standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether
or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of
the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following
or as a result of the Share Consolidation or (b) arranging for the sale of any Ordinary Shares representing fractions and the distribution
of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the shareholders of the Company
who would have been entitled to the fractions, and for this purpose the Directors may authorize some persons to transfer the Ordinary
Shares representing fractions to the purchaser of such shares (who will not be bound to see to the application of the purchase money)
or the Company.” |
|
|
Vote
Required and Board Recommendation
If
a quorum is present, the ordinary resolution must be passed by a simple majority of the votes cast by such Shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representatives,
at a general meeting of the Company held in accordance with the Articles.
THE
BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE SHARE CONSOLIDATION AS DESCRIBED IN THIS PROPOSAL
The
Board of Directors is not aware of any other matters to be submitted to the 2026 Extraordinary Meeting. If any other matters properly
come before the 2026 Extraordinary Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares
they represent as the Board of Directors may recommend.
| |
By
order of the Board of Directors |
| |
|
|
| |
By: |
/s/
Rakuyo Otsuki |
| |
Name: |
Rakuyo
Otsuki |
| |
Title: |
Director,
Chief Executive officer, and Chairperson |
July
9, 2026
Exhibit
99.2
*SPECIMEN*
1
MAIN STREET
ANYWHERE
PA 99999-9999
Voting
will be open until 11:59 p.m. Eastern Time on July 20, 2026.
VOTE
ONLINE
www.Transhare.com
click on Vote Your Proxy and enter your Control Number.
VOTE
BY E-MAIL
Mark,
sign and date your proxy card and send it to proxy@transhare.com
VOTE
BY FAX: Mark, sign and date your proxy card and send it to 1.727. 269.5616
VOTE
IN PERSON
I
f you would like to vote at in person, please attend the Extraordinary General Meeting to be held on July 21, 2026, at 2p.m. Japan Time
(July 21, 2026 at 1 a.m. U.S. Eastern Time), at is #502 PMOEX Hommachi, 3-1-10 Hommachi Chuo-ku, Osaka-shi, Osaka Japan (541-0053).
Please
Vote, Sign, Date and Return Promptly in the Enclosed Envelope.
TRYHARD
HOLDINGS LIMITED
2026
EXTRAORDINARY GENERAL MEETING (THE “EGM”)
DETACH
PROXY CARD TO VOTE BY MAIL
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1.
TRYHARD
HOLDINGS LIMITED
PROXY
CARD
PROPOSAL
NO.1: To be approved as an ordinary resolution
(i)
the consolidation of each of the issued and unissued ordinary shares of a par value of US$0.00002 each (“Ordinary Shares”)
and Series A Preferred Shares of a par value of US$0.00002 each (“Series A Preferred Shares”) at a ratio one (1) –
for– ten (10) (the “Share Consolidation”) be and is hereby approved such that (i) every 10 existing authorized unissued
and issued Ordinary Shares par value US$0.00002 each be consolidated into 1 Ordinary Share of par value US$0.0002 each, and (ii) every
10 existing authorized unissued and issued Series A Preferred Shares par value US$0.00002 each be consolidated into 1 Series A Preferred
Share of par value US$0.0002 each, such that following the Share Consolidation, the authorized share capital of the Company of US$500,000
divided into 25,000,000,000 shares of a par value of US$0.00002 each, comprising (a) 22,500,000,000 Ordinary Shares of a par value of
US$0.00002 each and (b) 2,500,000,000 Series A Preferred Shares of a par value of US$0.00002 each will become the authorized share capital
of US$500,000 divided into 2,500,000,000 shares of a par value of US$0.0002 each, comprising (a) 2,250,000,000 Ordinary Shares of a par
value of US$0.0002 each and (b) 250,000,000 Series A Preferred Shares of a par value of US$0.0002 each;
(ii)
the Directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share
Consolidation including, but without prejudice to the generality of the foregoing, in respect of any fractional entitlements to the issued
consolidated shares resulting from the Share Consolidation, (a) capitalizing all or any part of any amount for the time being standing
to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not
the same is available for distribution and applying such sum in paying up unissued shares to be issued to shareholders of the Company
to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result
of the Share Consolidation or (b) arranging for the sale of any Ordinary Shares representing fractions and the distribution of the net
proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the shareholders of the Company who would have
been entitled to the fractions, and for this purpose the Directors may authorize some persons to transfer the Ordinary Shares representing
fractions to the purchaser of such shares (who will not be bound to see to the application of the purchase money) or the Company;
| For |
|
Against |
|
Abstain |
| ☐ |
|
☐ |
|
☐ |
To
change the address on your account, please check the box at right and indicate your new address.
July
21, 2026
DETACH
PROXY CARD TO VOTE BY MAIL
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Rakuyo Otsuki, as proxy of the undersigned, with full power to appoint his substitute, and hereby authorizes
him to represent and to vote all the ordinary shares of TryHard Holdings Limited, which the undersigned is entitled to vote, as specified
below on this card, at the 2026 Extraordinary General Meeting of TryHard Holdings Limited on July 21, 2026, at 2 p.m. Japan Time (July
21, 2026 at 1a.m. U.S. Eastern Time), at #502 PMOEX Hommachi, 3-1-10 Hommachi Chuo-ku, Osaka-shi, Osaka Japan (541-0053) and at
any adjournment or postponement thereof.
THE
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF No DIRECTION IS MADE, THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH RECOMMENDATION OF THE BOARD OF DIRECTORS FOR EACH OF THE PROPOSALS.
This
proxy authorizes the above designated proxy to vote in his discretion on such other business as may properly come before the meeting
or any adjournment or postponements thereof.
This
proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If No direction is made, this
Proxy will be voted FOR the proposals described above.
Electronic
Delivery of Future Proxy Materials: If you would like to reduce the costs incurred by TryHard Holdings Limited in mailing materials,
you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the internet. To
sign up for electronic delivery, please vote online and once your vote is cast you will have the option to enter your email information,
or if submitting via Mail please provide your email address below and check here to indicate you consent to receive or access proxy materials
electronically in future mailings for this issuer.
Email
Address:____________________________
TO
VOTE ONLINE: www.Transhare.com click on Vote Your Proxy Enter Your Control Number:
TO
VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com
TO
VOTE BY FAX: Please fax this proxy card to 1.727. 269.5616
TO
VOTE BY MAIL: Please sign, date and mail to
Proxy
Team
Transhare
Corporation 17755 US Highway 19 N
Suite
140
Clearwater
FL
Exhibit
99.3
TryHard
Holdings Limited to Hold Extraordinary General Meeting on July 21, 2026
OSAKA,
JAPAN, July 9, 2026 (GLOBE NEWSWIRE) — TryHard Holdings Limited (“TryHard” or the “Company”) (NASDAQ:
THH), a lifestyle entertainment platform in Japan, today announced that it plans to convene an extraordinary general meeting of shareholders
(the “EGM”) at #502 PMOEX Hommachi, 3-1-10 Hommachi Chuo-ku, Osaka-shi, Osaka Japan (541-0053) at 2p.m. (Japan Time)
on July 21, 2026 (which is 1 a.m. U.S. Eastern Time on July 21, 2026) to seek shareholders’ approval for a proposed share consolidation
of the Company’s ordinary shares at a 10 for 1 ratio.
The
proposed objective of the share consolidation is intended to support the Company’s continued compliance with Nasdaq listing requirements
to maintain its listing on Nasdaq. This will better align the Company’s capital
structure with its long-term development strategy. The final consolidation ratio, effective date and implementation timetable remain
subject to the approval of the Company’s board of directors, shareholder approval at the EGM, and compliance with applicable legal, regulatory
and Nasdaq requirements.
Holders
of the Company’s ordinary shares and series A preferred shares listed in the register of members of the Company at the close of
business on July 6, 2026 (U.S. Eastern Time) are entitled to receive notice of, and vote at, the EGM or at any adjournment or postponement
that may take place.
The
Company expects to dispatch the notice of EGM and related proxy materials to shareholders in accordance with the Company’s articles
of association and applicable Cayman Islands law. As advised by Cayman counsel, the Company is required to give shareholders at least
ten clear days’ notice of the EGM, excluding both the date of deemed delivery of the notice and the date of the EGM.
Copies
of the Notice of the EGM, which sets forth the resolutions to be proposed and for which adoption and approval from shareholders is sought,
the Proxy Statement and the Proxy Card are available on the SEC’s website at www.sec.gov.
About
TryHard Holdings Limited
As
a lifestyle entertainment company in Japan, TryHard Holdings Limited aims to be on the cutting edge of the entertainment industry by
introducing state-of-art technology, immersive storytelling, and bespoke experiences that are multi-sensory. The Company’s mission
is to create unique entertainment experiences that captivate audiences, foster memorable connections, and leave a lasting impact. Principal
businesses comprise of (i) event curation; (ii) consultancy and management services; (iii) sub-leasing of entertainment venues; and (iv)
ownership and operation of restaurants.
By
merging creativity, technology and hospitality expertise, TryHard strives to redefine the entertainment landscape in Japan and beyond.
Commitment to innovation, quality, and customer satisfaction drives TryHard to continuously push boundaries and exceed expectations.
For
more information, please visit the Company’s website: https://www.tryhardthh.com/.
IR
Contact:
HBK
Strategy Limited
ir@hbkstrategy.com
+852
2156 0223
Safe
Harbor Statement
This
press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,”
“expects,” “anticipates,” “aims,” “future,” “intends,” “plans,”
“believes,” “estimates,” “confident,” “potential,” “continue,” or other similar
expressions. Among other things, statements regarding the proposed Extraordinary General Meeting, the proposed resolutions, the proposed
share consolidation, the expected timing of the Extraordinary General Meeting and the Company’s expectations regarding the implementation
of the proposed share consolidation, if approved, contain forward-looking statements. TryHard may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and Exchange Commission, in its interim and annual reports to shareholders,
in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements
that are not historical facts, including but not limited to statements about TryHard’s beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ
materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s ability to
obtain shareholder approval for the proposed resolutions; the timing and outcome of the Extraordinary General Meeting; the Company’s
ability to satisfy applicable legal, regulatory and Nasdaq requirements in connection with the proposed matters; the implementation and
timing of the proposed corporate actions, if approved; changes in applicable laws, regulations or listing requirements and general economic
and business conditions in Japan and assumptions underlying or related to any of the foregoing. All information provided in this announcement
and in the attachments is as of the date of the announcement, and the Company undertakes no duty to update such information, except as
required under applicable law.
Investors
are advised to refer to the Company’s filings made with the U.S. Securities and Exchange Commission when making investment decisions,
which are available for review at www.sec.gov.
This
release does not constitute an offer to sell or solicit an offer to buy any securities, nor does it represent a public offering under
Financial Instruments and Exchange Act of Japan.
