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 January 2026
Commission
File Number: 001-42820
TryHard
Holdings Limited
(Exact
name of registrant as specified in its charter)
541-0056,
2 Chome 5−19
Kyutaromachi
Chuo
Ward, Osaka
Japan
(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.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Entry
into a Memorandum of Cooperation for a Proposed Joint Venture in Japan
On
January 15, 2026, TryHard Holdings Limited (the “Registrant”) entered into a non-binding Memorandum of Cooperation (the “Memorandum”)
with STAR PARTY HK LIMITED (“STAR PARTY HK”), setting forth the preliminary intent of the parties to explore the establishment
of a joint venture company in Japan.
The
proposed joint venture would serve as the core operating and investment platform for developing the “Star Party” entertainment
and social space brand in the Japanese market. Pursuant to the preliminary terms outlined in the Memorandum, the joint venture company
would be responsible for the localized operation and expansion of businesses under the brands “星聚会”
and “STAR PARTY” (collectively, the “Star Party Brand”).
The
Memorandum outlines the parties’ current intent regarding the proposed joint venture’s structure, including a tentative registered
capital of 90 million Japanese Yen and a proposed equity split of 65% for STAR PARTY HK and 35% for the Registrant. The formation of
the joint venture, its final capital structure, governance, and all operational terms are subject to the negotiation and execution of
definitive, binding agreements.
The
foregoing description of the Memorandum is a summary of the material terms of such agreement, and does not purport to be complete and
is qualified in its entirety by reference to the Memorandum.
Issuance
of Press Release
On
January 15, 2026, the Registrant issued a press release announcing its entry into the Memorandum and describing the principal terms and
conditions set forth in the Memorandum.
Forward-Looking
Statements
Matters
discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical
facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,”
“may,” “should,” “expect” “pending” and similar expressions identify forward-looking
statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions
were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are
difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.
EXHIBIT
INDEX
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release of the Company regarding the Entry Into a Memorandum of Cooperation for the Japanese Market “Star Party” dated January 15, 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 January 15, 2026.
| |
TryHard Holdings Limited |
| |
|
|
| |
By: |
/s/ Rayuko
Otsuki |
| |
Name: |
Rayuko Otsuki |
| |
Title: |
Executive Director |
Exhibit
99.1
TryHard
Holdings Limited Signs Memorandum of Cooperation for the Japanese Market “Star Party”
Osaka,
Japan, 15 January 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 it has entered
into a Memorandum of Cooperation (the “MoC”) with STAR PARTY HK LIMITED, marking a significant first step toward the development
of the “Star Party” entertainment and social space brand in Japan.
Under
the MoC, the parties intend to explore the establishment of a joint venture company in Japan to serve as a core operating and investment
platform for the Star Party business in the Japanese market. The proposed cooperation reflects a shared commitment to establishing a
mutual beneficially collaboration in developing the “Star Party” brand in Japan.
Proposed
Joint Venture to Anchor “Star Party” Expansion in Japan
Pursuant
to the MoC, TryHard and STAR PARTY HK LIMITED plan to jointly register and establish Star Party Japan Investment Co., Ltd. (final name
subject to approval by the relevant authorities). The proposed joint venture would be responsible for the localized operation and expansion
of entertainment and social space businesses under the brands “星聚会” and “STAR PARTY” (collectively,
“Star Party”) in Japan.
The
joint venture is envisioned as an integrated platform designed to:
| - | Develop
and operate Star Party-branded entertainment and social venues across Japan |
| | |
| - | Leverage
the parties’ respective strengths in branding, resources, management expertise, and
supply chain capabilities |
| | |
| - | Coordinate
capital, technology, talent, and compliance resources to support compliant, stable, and efficient
project execution |
| | |
| - | Enhance
the strategic positioning and long-term brand value of Star Party in the Japanese market |
Capital
Contribution Ratio, Registered Capital, and Contribution Method
The
registered capital of the JV Company is tentatively set at 90 million Japanese Yen (or equivalent foreign currency).
Proposed
capital contribution structure:
Star
Party shall contribute RMB 7.5 million in cash (or equivalent foreign currency), of which 58.5 million Japanese Yen (or equivalent foreign
currency) shall be recorded as the registered capital of the JV Company, and the remaining contribution amount (or equivalent foreign
currency) shall be recorded as capital reserve of the JV Company. Star Party shall hold 65% of the equity in the JV Company.
TryHard
shall contribute RMB 7.5 million in cash (or equivalent foreign currency), of which 31.5 million Japanese Yen (or equivalent foreign
currency) shall be recorded as the registered capital of the JV Company, and the remaining contribution amount (or equivalent foreign
currency) shall be recorded as capital reserve of the JV Company. TryHard shall hold 35% of the equity in the JV Company.
In
principle, the capital contribution amounts from both Star Party and TryHard shall be paid in full in a lump sum upon the establishment
of the JV Company. The specific payment timing shall be separately determined by both Star Party and TryHard based on relevant Japanese
regulations.
Framework
for Further Negotiation and Cooperation
The
MoC establishes a preliminary framework for continued discussions between the parties. Key areas for further negotiation include, among
others, joint venture structure, governance and management arrangements, brand authorization and intellectual property matters, and capital
and profit-sharing mechanisms, all of which will be subject to mutual agreement and the execution of definitive legal documentation.
The
MoC reflects the parties’ shared strategic intent and, except for certain customary provisions, is non-binding in nature. The proposed
joint venture and related cooperation remain subject to further negotiations, due diligence, internal approvals, applicable regulatory
requirements, and the execution of definitive agreements. There can be no assurance that the joint venture will be established or that
any transaction will ultimately be completed.
Management
Commentary
“We
are pleased to cooperate with STAR PARTY HK LIMITED on the Star Party initiative,” said Mr. Otsuki, the CEO of TryHard Holdings
Limited. “By combining our respective strengths, we aim to create meaningful engagement in the Japanese market and lay a solid
foundation for future collaboration.”
A
representative of STAR PARTY HK LIMITED added, “Japan represents a strategically important market for our long-term growth. The
signing of this Memorandum of Cooperation marks an important first step in building localized engagement through the Star Party initiative.
We look forward to working closely with our partner to better understand the market and identify sustainable opportunities.”
Further
announcements will be made as discussions progress and, where applicable, upon the execution of definitive agreements.
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
“Star Party”
Star
Party was established in 2011 in Suzhou, China, and is dedicated to providing users with a diverse entertainment experience that goes
beyond traditional KTV. Star Party aims to create a super social platform that connects people and culture through music. The company
enhances user experience through sound, light, and electrical technology upgrades and IoT applications, while collaborating with music
platforms to promote cultural sharing, discover, and support original musicians, constructing a music content ecosystem that helps Chinese
music reach the international stage.
As
a Chinese chain entertainment brand, Star Party is centered around the “KTV+” model, integrating KTV with elements such as
script murder games and music socializing to create an entirely new social space. Star Party believes “Using Eastern Music to Make
Friends Worldwide,” aiming to establish a super social platform that connects people and culture through music, leading the development
of global lifestyles.
As
of 2024, Star Party demonstrated strong profitability and has established a presence in over 100 cities in China, with more than 600
stores, and plans to expand to more than 1,000 stores in the future.
For
more information, please visit the Company’s website: https://www.tryhardthh.com/
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 in this press release, as well as TryHard’s strategic and operational plans and
expectations regarding the “Star Party” collaboration, 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: 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 products and services; TryHard’s expectations regarding its relationships with its customers and other stakeholders; competition
in TryHard’s industry; TryHard’s proposed use of proceeds; 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.
