TryHard Holdings Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

OR

For the Fiscal Year Ended June 30,2026

OR

OR

Commission File Number:001-42820

TryHard Holdings Limited

(Exact name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

#502 PMOEX Hommachi,

3-1-10 Hommachi, Chuo-ku, Osaka

Japan (541-0053)

(Address of principal executive offices)

Rakuyo Otsuki, Chief Executive Officer

Telephone:+81 06 4708 6470

At the address of the Company set forth above

(Name, Telephone, email and/or fax number and address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

5,004,661 Ordinary Shares and 200,000 Series A Preferred Shares, US$0.0002 par value per share, as at June 30, 2026, giving retroactive effect to the 10-for-1 share consolidation effected on August 10, 2026.

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.

If the report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15D of the Securities Exchange Act of 1934.

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

TABLE OF CONTENTS

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and “anticipate”, or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

FINANCIAL STATEMENTS AND CURRENCY PRESENTATION

Basis of Presentation

Unless otherwise indicated, all financial information contained in this report are prepared in accordance with the International Financial Reporting Standards, or IFRS, issued by the International Accounting Standards Board, or IASB, and the interpretations issued by the IASB’s International Financial Reporting Interpretation Committee.

Certain amounts, percentages and other figures included in this Annual Report have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Financial Information in U.S. Dollars

TryHard Holdings Limited is a holding company with operations conducted in Japan through its operating subsidiary in Japan, using Japan yen. Our functional currency and reporting currency are the Japanese yen (“JPY” or “¥”), the legal currency of Japan. The terms “dollar” or “$” refer to U.S. dollars, the legal currency of the United States. Convenience translations included in this report of Japanese yen into U.S. dollars have been made at the exchange rate of ¥162.61 = $1.00, which was the exchange rate used for convenience translations as of June 30, 2026, as reported by the Board of Governors of the United States Federal Reserve System (the “U.S. Federal Reserve”) in its H.10 statistical release. Historical and current exchange rate information may be found athttps://www.federalreserve.gov/releases/h10.

Recent Events

Nasdaq Delinquency Notification Letter and Compliance Letter

On March 11, 2026, we received a notice from Nasdaq that we were not in compliance with Nasdaq’s minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) as the minimum bid price of our Ordinary Shares had been below $1.00 per share for 30 consecutive business days (the “Minimum Bid Price Requirement”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we had until August 27, 2026 (the “Compliance Period”) to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the minimum bid price of our Ordinary Shares needed to exceed $1.00 per share for a minimum of ten consecutive business days during the Compliance Period. On August 28, 2026, after implementing the Share Consolidation (as defined and described below) which took effect on August 10, 2026, we received a notice from Nasdaq that we had regained compliance with Listing Rule 5550(a)(2).

Share Consolidation

On July 21, 2026 at an extraordinary general meeting, our shareholders approved a reverse share split, or share consolidation (the “Share Consolidation”) whereby every ten (10) issued and unissued Ordinary Shares and Series A Preferred Shares of par value US$ 0.00002 each was consolidated into one (1) Ordinary Share and one (1) Series A Preferred Share, respectively, of par value US$0.0002 each. Following the Share Consolidation, the Company’s authorized share capital remained at US$500,000, divided into 2,500,000,000 shares of a par value of US$0.0002 each, comprising 2,250,000,000 Ordinary Shares and 250,000,000 Series A Preferred Shares.

Star Party Joint Venture

On January 15, 2026, we entered into a memorandum of cooperation (the “MOC”) with STAR PARTY HK LIMITED (“Star Party”) pursuant to which the Company and Star Party plan to jointly register and establish Star Party Japan Investment Co., Ltd. (final name subject to approval by the relevant authorities), a joint venture which would be responsible for the localized operation and expansion of entertainment and social space businesses in Japan (the “Star Party JV”).

Under the MOC, Star Party shall contribute RMB 7.5 million in cash (or equivalent foreign currency), of which JPY 58.5 million (or equivalent foreign currency) shall be recorded as the registered capital of the Star Party JV, and the remaining contribution amount (or equivalent foreign currency) shall be recorded as capital reserve of the Star Party JV. Star Party shall hold 65% of the equity in the Star Party JV.

The Company shall contribute RMB 7.5 million in cash (or equivalent foreign currency), of which JPY 31.5 million (or equivalent foreign currency) shall be recorded as the registered capital of the Star Party JV, and the remaining contribution amount (or equivalent foreign currency) shall be recorded as capital reserve of the Star Party JV. TryHard shall hold 35% of the equity in the Star Party JV.