TryHard Holdings (THH) secures US$25M share purchase facility with investor

Rhea-AI Filing Summary

TryHard Holdings Limited entered into an Equity Purchase Agreement with Summer Explorer Investments Limited that gives TryHard the right, at its sole discretion, to sell up to US$25,000,000 of its ordinary shares to the investor over the next 12 months, subject to conditions and limits. As part of the consideration for this facility, TryHard agreed to issue 17,000 ordinary shares as commitment shares to the investor. The companies also signed a Registration Rights Agreement under which TryHard will file a Form F-1 registration statement with the U.S. Securities and Futures Commission to cover the public resale of the commitment shares and any shares sold under the equity purchase agreement.

Insights

Equity Capital Markets Analyst

TryHard arranges up to US$25M equity line with associated resale registration.

TryHard Holdings Limited has set up an Equity Purchase Agreement allowing it, at its own discretion, to sell up to US$25,000,000 of ordinary shares to Summer Explorer Investments Limited over the next 12 months. This structure can function as an equity line, giving the company flexibility to raise capital in tranches when it chooses, subject to conditions in the contract.

In exchange for this commitment, TryHard is issuing 17,000 ordinary shares as commitment shares to the investor, which represents immediate, though relatively modest, dilution. A linked Registration Rights Agreement requires TryHard to file a Form F-1 registration statement so the investor can publicly resell both the commitment shares and any shares purchased under the agreement. Actual use of the facility, and the resulting dilution and cash raised, will depend on how much of the US$25,000,000 capacity the company elects to draw over the 12-month period.

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.

Form 20-F	☒
Form 40-F	☐

Entry into a Material Definitive Agreement

On January 14, 2026, Tryhard Holdings Limited (the “Company”) entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Summer Explorer Investments Limited (the “Investor”) pursuant to which the Company will have the right, but not the obligation to sell to the Investor, and the Investor will have the obligation to purchase from the Company up to US$25,000,000 worth of the Company’s ordinary shares (the “Put Shares”) at the Company’s sole discretion over the next 12 months, subject to certain conditions precedent and other limitations. Concurrently with the execution of the Equity Purchase Agreement, the Company agreed to issue 17,000 of the Company’s ordinary shares (the “Commitment Shares”) to the Investor as part of the consideration. A copy of the Equity Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing description of the Equity Purchase Agreement 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 Equity Purchase Agreement.

On the same date, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor, pursuant to which the Company agreed to submit to the U.S. Securities and Futures Commission (the “SEC”) an initial registration statement on Form F-1 (the registration statement, as amended, the “Registration Statement”) covering the resale of the Commitment Shares and Put Shares, which may have been, or which may from time to time be, issued under the Equity Purchase Agreement for public resale, and to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC.

A copy of the Registration Rights Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The foregoing description of the Registration Rights Agreement 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 Registration Rights Agreement.

The Equity Purchase Agreement and Registration Rights Agreement contain customary representations, warranties and agreements by the Company and customary conditions to the Investor’s obligation to purchase the Put Shares. They are contractual documents that establish and govern the legal relations between the Company and the Investor and are not intended to be a source of factual, business or operational information about the Company for other investors and potential investors of the Company.

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.

Exhibits
99.1		Equity Purchase Agreement dated January 14, 2026 between the Company and SUMMER EXPLORER INVESTMENTS LIMITED
99.2		Registration Rights Agreement between the Company and SUMMER EXPLORER INVESTMENTS LIMITED dated January 14, 2026
99.3		Press Release

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 14, 2026.

	TryHard Holdings Limited
	By:	/s/ Rayuko Otsuki
	Name:	Rayuko Otsuki
	Title:	Executive Director

Exhibit 99.1

 

FAQ

What did TryHard Holdings Limited (THH) announce in this Form 6-K?

TryHard Holdings Limited disclosed it entered into an Equity Purchase Agreement with Summer Explorer Investments Limited, allowing TryHard to sell up to US$25,000,000 of its ordinary shares over the next 12 months at its discretion, along with a related Registration Rights Agreement.

How large is the equity purchase facility for TryHard Holdings Limited (THH)?

The equity purchase facility permits TryHard Holdings Limited to sell up to US$25,000,000 worth of its ordinary shares to Summer Explorer Investments Limited, subject to conditions and limitations in the agreement.

What are the 17,000 commitment shares mentioned by TryHard Holdings Limited (THH)?

Concurrent with signing the Equity Purchase Agreement, TryHard Holdings Limited agreed to issue 17,000 ordinary shares to Summer Explorer Investments Limited as commitment shares, which form part of the consideration for the investor’s commitment.

Over what time period can TryHard Holdings Limited (THH) sell shares under the Equity Purchase Agreement?

TryHard Holdings Limited can sell ordinary shares to the investor under the Equity Purchase Agreement over the next 12 months from the agreement date, at the company’s sole discretion and subject to specified conditions.

What does the Registration Rights Agreement require TryHard Holdings Limited (THH) to do?

Under the Registration Rights Agreement, TryHard Holdings Limited agreed to submit a Form F-1 registration statement to the U.S. Securities and Futures Commission to cover the resale of both the commitment shares and any put shares issued under the Equity Purchase Agreement, and to use its reasonable best efforts to have it declared effective.

Who is the investor in TryHard Holdings Limited’s (THH) new equity facility?

The investor is Summer Explorer Investments Limited, which is obligated under the Equity Purchase Agreement to purchase ordinary shares from TryHard Holdings Limited up to an aggregate amount of US$25,000,000, subject to the agreement’s conditions.