TROOPS (TROO) closes 49% Blue Pool stake with 5-year put option

Rhea-AI Filing Summary

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.

Insights

Cross-border M&A and corporate strategy analyst

TROOPS secures a staged path to control an insurance brokerage.

TROOPS, Inc. has used its subsidiary Giant Connection Limited to buy 49% of the 3,000 Sale Shares in BLUE POOL VENTURES LIMITED for HK$11,833,500. These Sale Shares represent part of a 75% interest in the target, which operates an insurance brokerage business via Mass Fidelity Asset Management Limited. The acquisition was completed on September 30, 2025, turning a previously disclosed agreement into a closed transaction.

The structure includes a five-year put option under which the Vendor can compel Giant Connection to acquire up to the remaining 51% of the Sale Shares at a fixed price of HK$8,050 per share. This creates a potential future obligation that depends on whether and when the Vendor exercises the option, and whether consideration is paid in cash or TROOPS ordinary shares.

Investors assessing this move can focus on how the insurance brokerage business performs after the September 30, 2025 completion and on any future disclosures about exercises of the put option, which would increase TROOPS’ economic exposure and could involve additional cash outlay or share issuance.

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

FAQ

What transaction did TROOPS, Inc. (TROO) complete in this Form 6-K?

TROOPS, Inc., through its subsidiary Giant Connection Limited, completed the purchase of 49% of 3,000 Sale Shares in BLUE POOL VENTURES LIMITED from DIGITAL INSURA, INC. for an aggregate cash consideration of HK$11,833,500, with completion on September 30, 2025.

How much did TROOPS, Inc. (TROO) pay for the 49% stake in Blue Pool Ventures Limited?

Giant Connection Limited agreed to pay an aggregate consideration of HK$11,833,500 for 49% of the 3,000 Sale Shares in BLUE POOL VENTURES LIMITED, with payment to be made via bank transfer.

What is the put option related to the TROOPS, Inc. (TROO) acquisition?

The agreement grants the Vendor a put option for five years under which, upon written notice, Giant Connection must purchase up to the remaining 51% of the Sale Shares at a per share price of HK$8,050, payable either by bank transfer or by having TROOPS issue its ordinary shares.

What business does the acquired company of TROOPS, Inc. (TROO) operate?

BLUE POOL VENTURES LIMITED operates an insurance brokerage business through its subsidiary, Mass Fidelity Asset Management Limited, giving TROOPS exposure to the insurance brokerage sector.

When did TROOPS, Inc. (TROO) complete the acquisition described in the Form 6-K?

Completion of the Sale and Purchase Agreement for the 49% stake in the Sale Shares of BLUE POOL VENTURES LIMITED occurred on September 30, 2025.