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

~~PURSUANT TO RULE 13a-16 OR 15d-16 OF~~UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~August~~January ~~2025~~2026

Commission File Number: 001-42820

TryHard Holdings Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name Into English)

541-0056, 2 Chome 5−19

Kyutaromachi

Chuo Ward, Osaka

Japan

(~~+81~~Address 06of ~~4708~~principal ~~6470~~executive offices)

~~(Address~~Indicate by check mark whether the registrant file or will file annual reports under cover of ~~Principal~~Form ~~Executive~~20-F ~~Offices)~~or Form 40-F.

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Form 20-F	☒
Form 40-F	☐

Entry into a Material Definitive Agreement

On ~~August~~January 2714, ~~2025~~2026, ~~TryHard~~Tryhard Holdings Limited (the “Company”) entered into an ~~underwriting~~Equity ~~agreement~~Purchase Agreement (the “~~Underwriting~~Equity Purchase Agreement”) with USSummer ~~Tiger~~Explorer ~~Securities~~Investments ~~Inc.,~~Limited as(the ~~representative~~“Investor”) ofpursuant to which the ~~underwriters~~Company (will have the ~~“Representative”)~~right, but innot ~~connection with~~the ~~its~~obligation ~~initial~~to ~~public~~sell ~~offering~~to (the ~~“IPO”)~~Investor, ofand ~~1,525,000~~the ~~ordinary~~Investor ~~shares,~~will ~~par~~have ~~value~~the ~~US$0.00002~~obligation ~~per~~to ~~share~~purchase (from the ~~“Shares”) at~~Company aup ~~price~~to of US$~~4.00~~25,000,000 worth ~~per~~of ~~share~~the Company’s ordinary shares (the “~~Offering~~Put ~~Price~~Shares”) ~~for~~at ~~total~~the ~~gross~~Company’s ~~proceeds~~sole ofdiscretion ~~approximately~~over $7the ~~million,~~next ~~before~~12 ~~deducting~~months, ~~underwriting~~subject ~~discounts~~to certain conditions precedent and ~~offering~~other ~~expenses~~limitations. ~~The~~Concurrently ~~Company~~with ~~sold~~the ~~1,067,500~~execution ~~Shares~~of ~~and~~the ~~selling~~Equity ~~shareholders~~Purchase ~~sold~~Agreement, anthe Company ~~aggregate~~agreed ofto ~~457~~issue 17,~~500 Shares.~~000 ~~The~~of the Company’s ~~did~~ordinary ~~not~~shares ~~receive~~(the ~~any~~“Commitment ~~proceeds~~Shares”) ~~from~~to ~~any~~the ofInvestor ~~Share~~as bypart of the ~~selling shareholders~~consideration. ~~The~~A ~~Company~~copy ~~also~~of ~~granted~~ the ~~Representative a~~Equity ~~45-day~~Purchase ~~option~~Agreement tois ~~purchase~~attached uphereto toas ~~228,750~~Exhibit ~~Ordinary~~99.1 ~~Shares,~~and ~~equal~~is toincorporated ~~15%~~herein ofby ~~the~~reference. The ~~total~~foregoing ~~number~~description of ~~Ordinary~~the ~~Shares~~Equity ~~sold~~Purchase inAgreement ~~this~~is ~~offering to~~a ~~cover~~summary ~~over-allotments,~~of ~~which~~the ~~over-allotment~~material ~~was~~terms ~~provided~~of ~~solely~~such byagreement, ~~the~~and ~~Company.~~does ~~The~~not ~~over-allotment~~purport to ~~option~~be ~~was~~complete ~~exercised~~and is qualified in ~~full~~its entirety by ~~the~~ ~~underwriters~~reference onto ~~August~~the ~~28,~~Equity ~~2025~~Purchase Agreement.

~~The~~On ~~Underwriting Agreement contains customary representations and warranties that~~ the ~~parties~~same ~~thereto made to~~date, ~~and~~the ~~solely~~Company ~~for~~also ~~the~~entered ~~benefit of,~~into ~~the~~a ~~other~~registration ~~party~~rights inagreement (the ~~context~~“Registration ofRights ~~all~~Agreement”) ofwith the Investor, ~~terms~~pursuant ~~and~~to ~~conditions~~which ~~of that Underwriting Agreement and in~~ the ~~context~~Company ofagreed ~~the~~to ~~specific relationship~~submit ~~between~~to the ~~parties~~U.S. ~~The~~Securities ~~provisions~~and ofFutures Commission (the ~~Underwriting~~“SEC”) ~~Agreement~~an ~~and~~initial registration ~~schedules~~statement ~~and~~on ~~exhibits~~Form ~~thereto,~~F-1 ~~including~~ (the ~~representations and~~registration ~~warranties~~statement, ~~contained~~as ~~therein respectively~~amended, ~~are~~the ~~not~~“Registration ~~for~~Statement”) covering the ~~benefit~~ resale of ~~any party other than~~ the ~~parties~~Commitment toShares ~~such documents~~ and ~~agreements and~~Put ~~are~~Shares, ~~not~~which ~~intended~~may ashave ~~documents~~been, ~~for~~or ~~investors~~which ~~and~~may ~~the~~from ~~public~~time to ~~obtain~~time ~~factual~~be, ~~information~~issued ~~about~~under the ~~current~~Equity ~~state~~Purchase ofAgreement for ~~affairs~~public ofresale, ~~the parties~~and to ~~those~~use ~~documents~~its ~~and~~reasonable ~~agreements.~~best ~~Rather,~~efforts ~~investors~~to ~~and~~cause the ~~public~~Registration ~~should~~Statement ~~look~~ to ~~other~~be ~~disclosures~~declared ~~contained~~effective inby the ~~Company’s filings with the Commission~~SEC.

~~The~~A ~~Company’s~~copy ~~registration~~of ~~statement~~the onRegistration ~~Form~~Rights ~~F-1~~Agreement ~~(File~~is ~~No.~~attached ~~333-287751)~~hereto ~~for~~as ~~the~~Exhibit ~~IPO,~~99.2 ~~originally~~and ~~filed~~is ~~with~~incorporated ~~the~~herein ~~SEC~~by onreference. ~~June~~The 3,foregoing ~~2025 (as~~description ~~amended,~~of the “Registration ~~Statement”)~~Rights ~~was~~Agreement ~~declared~~is ~~effective~~a bysummary ~~the~~of ~~SEC on August 27, 2025. The Shares began trading on~~ the ~~Nasdaq~~material ~~Capital~~terms ~~Market~~of onsuch ~~August 28~~agreement, ~~2025,~~and ~~under~~does ~~the~~not ~~ticker~~purport ~~symbol~~to ~~“THH.”~~be ~~The~~complete ~~Offering~~and ~~closed~~is qualified onin ~~August~~its ~~29,~~entirety ~~2025.~~by Areference ~~final prospectus relating~~ to the ~~IPO~~Registration ~~was~~Rights ~~filed with the SEC on August 28, 2025~~Agreement.

The ~~Company’s~~Equity ~~officers,~~Purchase ~~directors,~~Agreement and ~~certain~~Registration ofRights ~~its~~Agreement ~~shareholders~~contain ~~have~~customary ~~agreed~~representations, ~~not~~warranties toand ~~offer,~~agreements ~~issue,~~by ~~sell,~~the ~~contract~~Company and customary conditions to ~~sell,~~the ~~encumber, grant~~Investor’s ~~any~~obligation ~~option~~to ~~for~~purchase the ~~sale~~Put ofShares. orThey ~~otherwise~~are ~~dispose~~contractual ofdocuments ~~any~~that ~~ordinary~~establish and ~~shares~~govern orthe ~~other~~legal ~~securities~~relations ~~convertible~~between ~~into~~the orCompany ~~exercisable~~and orthe ~~exchangeable for~~Investor ~~ordinary~~and ~~shares~~are ~~for~~not aintended ~~period~~to ofbe ~~six~~a ~~(6)~~source ~~months~~of ~~from~~factual, ~~the~~business ~~effective~~or ~~date~~operational information ofabout the ~~Registration~~Company ~~Statement,~~for ~~without~~other ~~the~~investors ~~prior~~and ~~written~~potential ~~consent~~ investors of the ~~Representative~~Company.

Other Events

In connection with the IPO, the Company issued a press release on August 28, 2025 announcing the pricing of the IPO and a press release on August 29, 2025 announcing the closing of the IPO. The press releases, furnished in this report as Exhibit 99.1 and Exhibit 99.2, are incorporated herein by reference and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

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 No		Description
Exhibits
1.1		Underwriting Agreement dated August 27, 2025 between the Company, the Selling Shareholders and US Tiger Securities, Inc.
99.1		Equity Purchase Agreement dated January 14, 2026 between the Company and SUMMER EXPLORER INVESTMENTS LIMITED
99.1		TryHard Holdings Limited Announces Pricing of Initial Public Offering
99.2		Registration Rights Agreement between the Company and SUMMER EXPLORER INVESTMENTS LIMITED dated January 14, 2026
99.2		TryHard Holdings Limited Announces Closing of Initial Public Offering
99.3		Press Release

~~SIGNATURE~~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
Date: September 4, 2025	By	/s/ Rayuko Otsuki
		Rayuko Otsuki
		Executive Director
		Chief Executive Officer

	TryHard Holdings Limited

	By:	/s/ Rayuko Otsuki
	Name:	Rayuko Otsuki
	Title:	Executive Director

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