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Troops /Cayman Islands/ (TROO) SEC Filings

TROO NASDAQ
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TROOPS, Inc. (TROO) announced it entered a term sheet with Young Platform S.p.A. that will become binding on November 1, 2026, and sets out principal terms for a proposed license agreement. TROOPS expects access to Young Platform’s exchange technology under that agreement, which is intended to support a planned digital asset exchange.

TROOPS intends to launch and operate the exchange in collaboration with EFFORCE Group. TROOPS and Young Platform also intend to collaborate on platform configuration, integration, deployment, enhancement and future evolution.

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TROOPS, Inc. announced board-approved leadership changes effective October 15, 2026: Wang Tai Dominic Li resigned as an independent director, and Jacopo Visetti was appointed to that role to fill the vacancy. The company also appointed Sergio Carloni as chief operating officer, effective October 15, 2026. Li indicated his resignation was for personal reasons and not due to disagreement with the company.

Visetti is an EFFORCE and AitherCO2 co-founder and has more than 16 years of experience in environmental markets. Carloni has served as EFFORCE's chief executive officer since June 2018; his prior roles include chief executive officer of AitherCO2 and senior consultant at Bank of America.

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Troops, Inc. (TROO) is the issuer in Prime Ocean Holdings Limited’s beneficial-ownership statement, which reports 11,000,000 ordinary shares, or 9.0% of the class. Prime Ocean reports sole voting and sole dispositive power over those shares. The statement also says Prime Ocean sold 18,000,000 ordinary shares to JMD Corporate Services Limited on March 11, 2026, under a share transfer agreement for US$16,680,000. The agreement identifies the transferred shares as having a par value of US$0.004 each.

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Troops, Inc. (TROO) announced a conditional sales and purchase agreement with EFFORCE Group for a proposed acquisition. Completion is subject to customary closing conditions, regulatory approvals and fulfilment of conditions precedent in the agreement.

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Troops, Inc. (TROO), the issuer, is the subject of a beneficial ownership report by WANG & LEE Holdings, Inc., which reported 9,650,000 ordinary shares, or 7.9%, with sole voting and dispositive power.

The disclosed transactions include Troops’ May 28, 2025 issuance and sale of 14,050,000 shares at US$0.90 per share to WANG & LEE for an aggregate price of US$12,645,000. The company’s repurchase of 4,400,000 shares at US$0.90 per share, for a total purchase price of US$3,960,000, closed July 24, 2025.

The lock-up agreement provides for a ten-year lock-up period from its closing date and an irrevocable exclusive option for Troops to repurchase the shares before the period expires. A March 27, 2026 amendment states that securities transferred with the company’s written consent before expiration cease to be subject to the lock-up or repurchase option. WANG & LEE stated it had no other present plans or proposals concerning the listed corporate actions, subject to its agreements, but may reconsider its position or develop plans.

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Troops, Inc. (TROO) shareholder Lianteng Limited reports beneficial ownership of 10,912,168 ordinary shares, or 8.9% of the class, with sole voting and dispositive power.

Troops issued Lianteng a US$13.4 million convertible promissory note on May 9, 2024, as consideration for its purchase of Riches Holdings Limited. Lianteng submitted conversion notices for US$6.7 million on December 9, 2024, and US$6.7 million on December 10, 2024; the conversions into 5,473,856 and 5,438,312 ordinary shares, respectively, were completed on December 11, 2024. The note's stated maturity date was May 9, 2029.

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Troops, Inc. (TROO) has a new significant shareholder, as JMD Corporate Services Limited disclosed beneficial ownership of 18,000,000 ordinary shares, representing 14.70% of the class. JMD holds sole voting and dispositive power over all of these shares.

JMD acquired the 18,000,000 ordinary shares from Prime Ocean Holdings Limited on March 11, 2026 for cash consideration of US$16,680,000 under a share transfer agreement. JMD states it currently has no specific plans for corporate actions but may review and change its intentions and may seek to influence the issuer’s management or board in the future.

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TROOPS Inc. filed its annual report, showing a much larger loss as it restructures its business mix across Hong Kong lending, property investment, fintech and advisory services. Revenue for the year ended December 31, 2025 rose to $17,096,000, up from $10,073,000 in 2024 and $3,569,000 in 2023.

Despite higher sales, the company reported an operating loss of $29,534,000, driven mainly by $17,932,000 of general and administrative expenses and a $13,444,000 impairment charge on property, plant and equipment. Net loss widened to $27,905,000 from $13,413,000 a year earlier, with basic and diluted loss per share of $0.23.

As of December 31, 2025, total assets were $69,066,000, total liabilities $20,042,000, and equity $49,024,000. The report also highlights significant credit, regulatory, cybersecurity and geopolitical risks tied to its Hong Kong lending operations, PRC data rules, HFCAA-related audit issues and PRC control over capital flows.

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TROOPS, Inc. reports developments in significant Hong Kong and Cayman Islands legal proceedings tied to an earlier High Court judgment. A creditor’s winding-up petition in the Cayman Islands has had its hearing adjourned until after a Hong Kong application to stay execution of that judgment is decided.

The Hong Kong Court of First Instance has scheduled a hearing on the stay application for May 8, 2026, and a directions hearing on consequential matters for August 20, 2026. The Hong Kong Court of Appeal has reserved February 24–26, 2027 to hear the company’s appeal of the underlying judgment, underscoring a multi-year legal process with potentially important consequences for the business.

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TROOPS, Inc. reports an amendment to its existing lock-up agreement with major shareholder Wang & Lee Holdings, Inc.. The original 2025 deal involved issuing 14,050,000 ordinary shares at US$0.90 per share, followed by a 2025 repurchase of 4,400,000 shares at the same price.

The March 27, 2026 amendment changes how the ten-year lock-up works. If TROOPS gives written consent for the shareholder to transfer specific lock-up shares, those shares are freed from all lock-up restrictions and are no longer subject to the company’s repurchase option. All other terms of the agreement remain in force.

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FAQ

How many Troops /Cayman Islands/ (TROO) SEC filings are available on StockTitan?

StockTitan tracks 24 SEC filings for Troops /Cayman Islands/ (TROO), including 20-F annual reports and 6-K reports. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Troops /Cayman Islands/ (TROO)?

The most recent SEC filing for Troops /Cayman Islands/ (TROO) was filed on October 30, 2026.