STOCK TITAN

TryHard regains Nasdaq compliance after reverse split

TryHard Holdings Ltd (THH) reports that it has regained compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2).

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

TryHard Holdings Ltd (THH) reports that it has regained compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2). The company had previously fallen below the $1.00 minimum bid price for 30 consecutive business days and was given until September 7, 2026 to cure the deficiency.

After implementing a 10-for-1 reverse stock split, which took effect on August 10, 2026 on the Nasdaq Capital Market, the closing bid price of TryHard’s ordinary shares stayed at or above $1.00 for 10 consecutive business days from August 14–27, 2026. Nasdaq has confirmed that THH is now back in compliance and has closed the matter.

Positive

  • Regained Nasdaq compliance with the $1.00 minimum bid price after 10 consecutive business days at or above the threshold, removing the immediate delisting risk under Listing Rule 5550(a)(2).
  • 10-for-1 reverse stock split executed effective August 10, 2026 on Nasdaq Capital Market, helping the company restore its share price above the Nasdaq minimum bid requirement.

Negative

  • None.

Filing Explained

Nasdaq compliance is closed; the 10-for-1 reverse split changed share-count and price mechanics, not company value by the split itself.

The 10-for-1 reverse split associated with the now-closed Nasdaq compliance matter reduced the share count and raised the per-share price proportionally; the split itself does not change company value.

This is a share consolidation rather than an issuance of additional shares, so the filing does not disclose a new dilution or financing obligation for existing common holders from the split itself.

Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) threshold for ordinary shares
Initial deficiency notice date March 11, 2026 Date Nasdaq notified THH its bid price was below $1.00 for 30 consecutive business days
Compliance period length 180 days Period granted to regain compliance, ending September 7, 2026
Compliance measurement window 10 consecutive business days From August 14, 2026 to August 27, 2026 with closing bid at or above $1.00
Reverse stock split ratio 10-for-1 Reverse split of ordinary shares approved July 6, 2026
Reverse stock split effective date August 10, 2026 Effective date of 10-for-1 reverse stock split on Nasdaq Capital Market
Nasdaq compliance confirmation date August 28, 2026 Date Nasdaq confirmed THH regained compliance with Listing Rule 5550(a)(2)
reverse stock split financial
"approved the 10-for-1 reverse stock split of the Company’s ordinary shares"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Nasdaq Capital Market financial
"approved by Nasdaq to take effect on August 10, 2026, on Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Listing Rule 5550(a)(2) regulatory
"compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2)"
Listing Rule 5550(a)(2) is a Nasdaq listing standard that sets a minimum share-price requirement for securities to be listed or to remain listed on the Nasdaq Capital Market. It matters to investors because falling below that minimum can trigger delisting reviews or increased volatility, much like a safety bar on a ride — if a stock can’t meet the height requirement, it risks being removed from the exchange, which can reduce liquidity and access for buyers and sellers.
minimum bid price requirement financial
"regained compliance with Nasdaq’s minimum bid price requirement"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
safe harbor regulatory
"This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions"
Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

FAQ

What Nasdaq issue did THH face and how was it resolved?

THH was previously notified on March 11, 2026 that its shares failed to meet Nasdaq’s $1.00 minimum bid price for 30 consecutive business days. After a 10-for-1 reverse stock split and 10 days above $1.00, Nasdaq confirmed the company regained compliance.

What is the significance of the $1.00 minimum bid price for THH stock?

Nasdaq Listing Rule 5550(a)(2) requires THH’s ordinary shares to maintain a minimum bid price of $1.00. Falling below this level for 30 consecutive business days triggered a deficiency notice; maintaining at least $1.00 for 10 consecutive business days restored compliance.

What reverse stock split did THH implement in 2026?

On July 6, 2026, THH’s shareholders and Board approved a 10-for-1 reverse stock split of its ordinary shares. Nasdaq approved the split to take effect on August 10, 2026 on the Nasdaq Capital Market.

When did THH officially regain compliance with Nasdaq’s bid price rule?

On August 28, 2026, Nasdaq notified THH that for the 10 consecutive business days from August 14 to August 27, 2026, its closing bid price was at or above $1.00, confirming the company regained compliance and that the matter was closed.

What deadline had Nasdaq originally given THH to fix its bid price deficiency?

Nasdaq granted THH a 180-day compliance period until September 7, 2026 to regain compliance with the minimum bid price rule after the March 11, 2026 deficiency notice.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

 

 

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.

 

Form 20-F  
     
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.

 

 

 

Filing Exhibits & Attachments

1 document