UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of March 2026
Commission
File Number 001-42820
TryHard
Holdings Limited |
| (Exact
name of registrant as specified in its charter) |
Not
Applicable
(Translation
of Registrant’s Name Into English)
541-0056,
2 Chome 5−19, Kyutaromachi
Chuo
Ward, Osaka |
|
|
| (Address
of principal executive offices) |
|
(Zip
Code) |
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form
40-F ☐
Nasdaq
Minimum Bid Price Deficiency Letter
On
March 11, 2026, TryHard Holdings Limited (the “Company”) received a letter from the Listing Qualifications staff of The Nasdaq
Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from January
27, 2026 to March 10, 2026, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2),
to maintain a minimum bid price of $1 per share.
Nasdaq
has provided the Company with a 180-calendar day compliance period, or until September 7, 2026, in which to regain compliance with Nasdaq
continued listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be
eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly
held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and
is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse
stock split, if necessary. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise
not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.
The
Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing
requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance
that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing
requirement.
On
March 17, 2026, the Company issued a press release discussing the receipt of the deficiency letter, which is filed as exhibit
99.1 to this Form 6-K.
Termination
of Standby Equity Purchase Agreement with Summer Explorer
As
previously announced, on January 14, 2026, TryHard entered into the Equity Purchase Agreement with Summer Explorer pursuant to which
the Company had the right, but not the obligation, to direct Summer Explorer, from time to time, to purchase up to Twenty-five Million
Dollars ($25,000,000) of the Company’s ordinary shares, through the delivery of a put notice. Due to current market conditions,
the Company and Summer Explorer have mutually agreed to terminate the Standby Equity Purchase Agreement. The termination was effective
immediately with no outstanding obligations or advances under the facility.
Exhibits
| 99.1 |
Press
Release regarding Nasdaq Minimum Price Deficiency Notice and Termination of Standby Equity Purchase Agreement dated March
17, 2026 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
TryHard Holdings Limited |
| |
|
| Date: March 17, 2026 |
By |
/s/ Rakuyo Otsuki |
| |
|
Rakuyo Otsuki |
| |
|
Chief Executive Officer and Executive Director |
Exhibit
99.1
TRYHARD
HOLDINGS LIMITED ANNOUNCES: RECEIPT OF NASDAQ NOTIFICATION REGARDING MINIMUM PRICE DEFICIENCY, AND TERMINATION OF STANDBY EQUITY PRUCHASE
AGREEMENT WITH SUMMER EXPLORER
Osaka,
Japan, March 17, 2026 (GlobeNewswire) – TryHard Holdings Limited (“TryHard” or the “Company”) (Nasdaq:
THH), a lifestyle entertainment company in Japan with principal businesses comprised of (i) event curation; (ii) consultancy and management
services; (iii) sub-leasing of entertainment venues; and (iv) ownership and operation of restaurants, today announced that (i)it received
a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) dated March 11, 2026, notifying the Company that based
on the closing bid price of the Company for the period from January 27, 2026 to March 10, 2026, the Company no longer meets the continued
listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share; and (ii)the mutual
agreement to terminate the Standby Equity Purchase Agreement dated January 14, 2026, with Summer Explorer Investments Limited (“Summer
Explorer”).
Receipt
of NASDAQ Notification – Letter Regarding Minimum Price Deficiency
Pursuant
to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until September
7, 2026, to regain compliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in
the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued listing
requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the
exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second
compliance period, by effecting a reverse stock split, if necessary. However, if it appears that the Company will not be able to cure
the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject
to delisting.
The
Nasdaq notification letter does not result in the immediate delisting of the Company’s ordinary shares, and the shares will continue
to trade uninterrupted under the symbol “THH.”
The
Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing
requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance
that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing
requirement.
Termination
of Standby Equity Purchase Agreement with Summer Explorer
As
previously announced, on January 14, 2026, TryHard entered into the Equity Purchase Agreement with Summer Explorer pursuant to which
the Company had the right, but not the obligation, to direct Summer Explorer, from time to time, to purchase up to Twenty-five Million
Dollars ($25,000,000.00) of the Company’s Common Stock, through the delivery of a put notice. Due to current market conditions,
the Company and Summer Explorer have mutually agreed to terminate the Standby Equity Purchase Agreement. The Company appreciates Summer
Explorer’s support throughout the process.
The
termination was effective immediately with no outstanding obligations or advances under the facility.
TryHard
remains committed to its strategic objectives and will continue to explore alternative financing options to support its growth and create
value for shareholders. The Company will provide further updates as available.
About
Summer Explorer Investments Limited
Summer
Explorer Investments Limited, a company incorporated in the British Virgin Islands, is an investment firm focused on providing capital
to growth-oriented companies across both public and private markets. The firm invests in a variety of sectors, seeking to support businesses
at various stages of development. Summer Explorer focuses on long-term value creation through strategic investments in companies with
established operational foundations and growth potential.
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/.
About
Summer Explorer Investments Limited
Summer
Explorer Investments Limited, a company incorporated in the British Virgin Islands, is an investment firm focused on providing capital
to growth-oriented companies across both public and private markets. The firm invests in a variety of sectors, seeking to support businesses
at various stages of development. Summer Explorer focuses on long-term value creation through strategic investments in companies with
established operational foundations and growth potential.
Safe
Harbor Statement
Statements
in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. These statements include but are not limited to, statements relating to the expected trading commencement and closing dates.
The words “anticipate,” “believe,” “seeks,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially
from those indicated by such forward-looking statements as a result of various important factors, including the uncertainties related
to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the
“Risk Factors” section of the preliminary prospectus filed with the SEC. Any forward-looking statements contained in this
press release speak only as of the date hereof, and TryHard Holdings Limited specifically disclaims any obligation to update any forward-looking
statement, whether as a result of new information, future events, or otherwise, except as required by law.
IR
Contact:
HBK
Strategy Limited
ir@hbkstrategy.com
+852
2156 0223
