TryHard inks US$25M equity purchase agreement
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.
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Insights
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.
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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
