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
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of August 2026
Commission
File Number: 001-42820
TryHard
Holdings Limited
(Exact
name of registrant as specified in its charter)
#502
PMOEX Hommachi, 3-1-10 Hommachi Chuo-ku, Osaka-shi, Osaka Japan (541-0053)
(Address
of principal executive offices)
Indicate
by check mark whether the registrant file or will file annual reports under cover of Form 20-F or Form 40-F.
Receipt
of Nasdaq Notification Regarding Compliance with Nasdaq Minimum Bid Price Requirement
As
previously disclosed, TryHard Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”),
received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
on March 11, 2026, indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”),
as the closing bid price of the Company’s ordinary shares had been below $1.00 per share for 30 consecutive business days. In accordance
with the Nasdaq Listing Rules, the Company was provided a 180-day compliance period, or until September 7, 2026, to regain compliance
with the Bid Price Rule.
On
August 28, 2026, the Company received written notification from the Staff stating that the closing bid price of the Company’s ordinary
shares had been at or above the minimum requirement of $1.00 per share for 10 consecutive business days, from August 14, 2026 through
August 27, 2026. Accordingly, the Staff notified the Company that it has regained compliance with the Bid Price Rule and that the matter
is closed.
On
August 31, 2026, the Company issued a press release announcing that it had regained compliance with the Nasdaq minimum bid price requirement.
A copy of the press release is filed as Exhibit 99.1 to this Report on Form 6-K.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated August 31, 2026 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, on August 31, 2026.
| |
TryHard
Holdings Limited |
| |
|
|
| |
By: |
/s/
Rakuyo Otsuki |
| |
Name: |
Rakuyo
Otsuki |
| |
Title: |
Director,
Chief Executive Officer, and Chairperson |
Exhibit 99.1
TRYHARD HOLDINGS LIMITED REGAINS COMPLIANCE WITH
NASDAQ MINIMUM BID PRICE REQUIREMENT
OSAKA, Japan – August 31, 2026 (GLOBE NEWSWIRE)
– TryHard Holdings Limited (“TryHard” or the “Company”) (Nasdaq: THH), a lifestyle entertainment platform
in Japan, today announced that it received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) dated August
28, 2026, notifying the Company has regained compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2).
Previously on March 11, 2026, the Company was notified
by Nasdaq that its Ordinary Shares failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required
by Nasdaq Listing Rules 5550(a)(2). On July 6, 2026, the shareholders and Board of Directors of the Company approved the 10-for-1 reverse
stock split of the Company’s ordinary shares in accordance with Cayman law and the corresponding filing of the ratio change. The
reverse stock split was subsequently approved by Nasdaq to take effect on August 10, 2026, on Nasdaq Capital Market.
On August 28, 2026, Nasdaq determined that for the
10 consecutive business days, from August 14, 2026 to August 27, 2026, the closing bid price of the Company’s Ordinary Shares has
been at $1.00 per share or greater. Accordingly, Nasdaq has confirmed that TryHard has regained compliance with Listing Rule 5550(a)(2),
and that the matter is now closed.
Rakuyo Otsuki, Chief Executive Officer of TryHard,
commented, “We are pleased to have received the notification of regaining compliance with Nasdaq’s minimum bid price requirement.
Moving forward, TryHard is dedicated to executing its core business objectives, driving operational excellence, and pursuing strategic
collaborations to unlock business opportunities that build intrinsic value and ultimately reflect in our market valuation.”
About TryHard Holdings Limited
TryHard Holdings Limited is a lifestyle entertainment
company in Japan with operations spanning nightclub management, event production and consulting, subleasing and entertainment venue management.
Through its wholly owned subsidiary, TryHard Japan
Co., Ltd., the Company plans, produces and operates large-scale music festivals, live entertainment events and cultural programs across
Japan. The Company continues to expand its entertainment platform through differentiated content, strategic collaborations and technology-driven
audience experiences.
IR Contact:
HBK Strategy Limited
ir@hbkstrategy.com
+852 2156 0223
Disclaimer
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, business outlook
discussed in this press release, as well as TryHard’s statements regarding estimates and forecasts of other performance metrics
and projections of market opportunity. 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: TryHard’s goals and strategies; TryHard’s future
business development, financial conditions, and results of operations; the expected outlook of the lifestyle entertainment business in
Japan; TryHard’s expectations regarding demand for and market acceptance of its entertainment offerings and services; TryHard’s
expectations regarding its relationships with its customers and other stakeholders; competition in TryHard’s industry; and relevant
government policies and regulations relating to TryHard’s industry, 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.