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 October 2025
Commission File Number: 001-35016
TROOPS, Inc.
Unit A, 18/F, 8 Fui Yiu Kok Street,
Tsuen Wan, New Territories,
Hong Kong
(Address of principal executive office)
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
x Form 40-F ¨
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Entry into Material Definitive Agreement
As previously disclosed, on August 15, 2025, Giant
Connection Limited (“Giant Connection”), a fully owned subsidiary of TROOPS, Inc. (the “Company”) entered into
a Sale and Purchase Agreement (the “Agreement”) with DIGITAL INSURA, INC., (the “Vendor”). The Vendor has ownership of 3,000 ordinary shares (the “Sale Shares”), being 75% of the issued and outstanding shares of of
BLUE POOL VENTURES LIMITED (the “Target Company”), which operates an insurance brokerage business through its subsidiary,
Mass Fidelity Asset Management Limited. Pursuant to the Agreement,
the Vendor has agreed to sell and Giant Connection has agreed to purchase 49% of the Sale Shares for an aggregate consideration of HK$11,833,500
to be satisfied through a bank transfer, with a further Put Option whereby for a period of 5 years, Giant Connection shall purchase, upon
written notice by the Vendor, in one or more closings, up to an aggregate of the remaining 51% of the Sale Shares, at a per share purchase
price of HK$8,050, to be satisfied through bank transfer or procurement of the Company to issue its ordinary shares.
Completion of the Agreement occurred on September
30, 2025.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
TROOPS, Inc. |
| |
|
| Date: October 3, 2025 |
By: |
/s/ Damian Thurnheer |
| |
Damian Thurnheer |
| |
President and Chief Executive Officer |
