TROOPS INC SEC Filings

TROOPS, Inc., through its subsidiary Giant Connection Limited, has reversed its earlier purchase of a 49% stake in Blue Pool Ventures Limited. Giant Connection originally bought the Blue Pool shares from Digital Insura, Inc. for HK$11,833,500, with an additional put option over the remaining 51%. To speed up regulatory review of Blue Pool’s insurance brokerage operations, Giant Connection agreed on December 24, 2025 to sell the 49% interest back to Digital Insura for HK$11,833,500, this time settled by a promissory note. If, within three years of completion and following a successful appeal in case HCA938/2022, and if the note has not been exercised, Digital Insura undertakes to transfer the Blue Pool shares back to Giant Connection at Giant Connection’s cost, and the note will be cancelled.

TROOPS, Inc. reported the results of its Annual Meeting of Shareholders held on December 9, 2025. Shareholders ratified Audit Alliance LLP as auditor for the fiscal year ending December 31, 2025, with 75,113,885 shares voting for, 2,409 against and 346 abstaining, and authorized the board to fix the auditor’s remuneration.

Investors also elected directors Jason Che Wai Au, Yong Li Huang, Wood Shing Kei Sze, Dominic Wang Tai Li and Rui Wu under the company’s Articles of Association. For example, Rui Wu received 75,113,501 shares voting for, 2,826 against and 313 abstaining, indicating strong support for the company’s leadership and governance structure.

TROOPS, Inc. (TROO) submitted a Form 6-K furnishing materials for its annual shareholder meeting. The filing lists two exhibits: a Notice of TROOPS, Inc.’s 2025 Annual General Meeting of Shareholders and a Proxy Card, providing shareholders with the official meeting notice and voting instrument.

The report states it is incorporated by reference into the company’s Form F-3 (File No. 333-176437). The submission was authorized by Damian Thurnheer, President and Chief Executive Officer. This is an administrative disclosure supporting the upcoming annual meeting, not an earnings update or a financing transaction.

TROOPS, Inc. completed a minority acquisition via subsidiary Giant Connection Limited, purchasing 19.9% of HK Golden, Inc. for HK$70,000,000. The agreement required several bank transfers to the Vendor’s designated account, with the final payment due by the Target Completion Date.

Completion occurred on October 31, 2025. HK Golden and its subsidiaries provide digital marketing services and operate HKGOLDEN.com, an online social forum and networking platform in Hong Kong. The transaction gives TROOPS, Inc. exposure to Hong Kong’s digital media and community platform sector through a non‑controlling stake.

TROOPS, Inc. disclosed that it and certain subsidiaries have been held jointly and severally liable for two monetary awards in Hong Kong dollars. One judgment requires payment of 163,400,000 Hong Kong Dollars shared among the company, SGOCO International (HK) Limited and other defendants. A separate judgment requires payment of 241,400,000 Hong Kong Dollars shared among the company, SGOCO International (HK) Limited and other defendants. The disclosure lists the company president and CEO as the reporting signatory. The filing does not provide details on the underlying claims, timing for payment, currency conversions, or whether appeals or payment arrangements are in place.

TROOPS, Inc., through its wholly owned subsidiary Giant Connection Limited, agreed to acquire 2,835,750 ordinary shares of HK Golden, Inc., representing 19.9% of HK Golden’s issued and outstanding shares. HK Golden, Inc. and its subsidiaries provide digital marketing services and operate HKGolden.com, an online social forum and networking platform in Hong Kong.

The purchase price is an aggregate HK$70,000,000, payable via several bank transfers to the vendor, CORE EXPERT INVESTMENT LIMITED, with the final payment to be made on or before the agreed target completion date. The target completion date for this share purchase is November 30, 2025.

TROOPS, Inc., through its wholly owned subsidiary Giant Connection Limited, has completed the first stage of acquiring a controlling interest in an insurance brokerage business. Giant Connection agreed to buy 49% of 3,000 ordinary shares in BLUE POOL VENTURES LIMITED, which represents part of a 75% stake held by DIGITAL INSURA, INC., for a total cash consideration of HK$11,833,500 paid by bank transfer.

The deal also includes a put option allowing the Vendor, for a period of five years, to require Giant Connection to purchase up to the remaining 51% of these shares at HK$8,050 per share, payable in cash or via TROOPS ordinary shares. Completion of this initial acquisition occurred on September 30, 2025, giving TROOPS exposure to an insurance brokerage platform operated through Mass Fidelity Asset Management Limited.

TROOPS, Inc. reports that it has regained compliance with Nasdaq’s minimum bid price listing requirement. The company previously received a notice on May 1, 2025 that its ordinary shares had traded below the required $1.00 per share minimum bid price between March 18, 2025 and April 30, 2025 under Nasdaq Listing Rule 5550(a)(2). Nasdaq has now formally notified TROOPS, Inc. that the company is back in compliance after the closing bid price of its ordinary shares stayed at or above $1.00 per share for 17 consecutive business days from August 25, 2025 to September 16, 2025. Nasdaq considers the earlier bid price deficiency issue closed, meaning the company’s Nasdaq listing is no longer at risk from that specific deficiency.