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 2026
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): ¨
Other Events
Resignation
and Appointment of Independent Director
Mr. LI, Wang Tai Dominic
On
October 15, 2026, the Board of Directors (the “Board”) of the Company approved Mr. LI, Wang Tai Dominic’s resignation
as Independent Director of the Company, effective on October 15, 2026. Mr. LI, Wang Tai Dominic has indicated his resignation is
for personal reasons and not due to any disagreement with the Company.
Mr. Jacopo Visetti
On
October 15, 2026, the Board approved Mr. Jacopo Visetti (“Mr. Visetti”)’s appointment as Independent Director to
the Board , effective on October 15, 2026, to fill the vacancy of Mr. LI, Wang Tai Dominic.
Mr. Visetti is the co-founder of EFFORCE , a blockchain-based
platform that tokenizes energy savings from efficiency projects, since January 2018. He has more than 16 years of experience in environmental
markets, with expertise in emissions trading, renewable energy certificates, international business development and quantitative financial
analysis. He is also the co-founder of AitherCO2 S.p.A., an environmental commodities business focused on emissions trading since August
2010 and under his leadership the company trades over USD2.7 billion worth of environmental commodities in 2025. From January to December
2011, Mr. Visetti served as Visiting Associate Professor at Politecnico di Torino. Mr. Visetti studied Macroeconomics at Harvard University
(2009–2010) and Finance at Università Cattolica del Sacro Cuore (2002–2009).
There
are no arrangements or understandings between Mr. Visetti and any other persons pursuant to which he was appointed as the
Company’s Independent Director. There is no family relationship between Mr. Visetti and any director, executive officer, or
person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any
transactions with Mr. Visetti that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange
Act of 1934, as amended.
Appointment of Chief Operating Officer
On October 15, 2026, the Board approved Mr. Sergio Carloni (“Mr. Carloni”)’s
appointment as Chief Operating Officer of the Company, effective on October 15, 2026,
Mr. Carloni
has served as Chief Executive Officer of EFFORCE, a company which operates a blockchain-based platform that tokenizes energy savings from
efficiency projects, since June 2018. Until December 2018, he was Chief Executive Officer of AitherCO2 S.p.A., an Italian company
operating in the environmental market and energy. From January 2012 to January 2014, Mr. Carloni served as Senior Consultant in the small
businesses' division at Bank of America in West Palm Beach, Florida. Until the early 2000s, he was also Director of Finance and Control
Administration at Brother Italia S.p.A.., where he managed the administrative, financial and control activities globally. He also served
as a Master Business School Teacher at Il Sole 24 Ore Spa from January 2010 to December 2019 and as Senior Advisor at Deloitte Consulting
S.p.A. in 2009. Mr. Carloni holds an Economy Degree from Catholic University in Milan, Italy.
There
are no arrangements or understandings between Mr. Carloni and any other persons pursuant to which he was appointed as the
Company’s Chief Operating Officer. There is no family relationship between Mr. Carloni and any director, executive officer,
or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into
any transactions with Mr. Carloni that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities
Exchange Act of 1934, as amended.
Press Release
On October 15, 2026, TROOPS, Inc. issued a press release the appointment
of Jacopo Visetti as Independent Director and Sergio Carloni as Chief Operating Officer. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 6-K.
Exhibit Index
| Exhibit No. |
Description |
| 99.1 |
Press Release dated October 15, 2026 |
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 15, 2026 |
By: |
/s/ Damian Thurnheer |
| |
|
Damian Thurnheer |
| |
|
President and Chief Executive Officer |
Exhibit 99.1
TROOPS, Inc.
(NASDAQ: TROO) Strengthens Leadership Team with Appointment of Jacopo Visetti as Director and Sergio Carloni as
Chief Operating Officer
HONG KONG, October 15, 2026 /PRNewswire/ -- TROOPS,
Inc. (NASDAQ: TROO) ("TROOPS" or the "Company") today announced the appointment of Jacopo Visetti as Independent Director
and Sergio Carloni as Chief Operating Officer. These appointments further strengthen the Company's leadership team as it advances
its growth strategy and integration plans following the recently announced conditional sale and purchase agreement with EFFORCE Group
(“EFFORCE”).
The appointments of new leaders bring extensive
experience in digital assets, sustainability-focused initiatives, environmental commodities, financial services, and international business
development to TROOPS. Both executives have played key leadership roles in the development of EFFORCE, a blockchain-based platform
focused on energy efficiency and sustainability solutions.
Mr. Visetti is the co-founder of EFFORCE and co-founder
of AitherCO2 S.p.A., a leading environmental commodities company specializing in emissions trading. He brings more than 16 years of experience
in environmental markets, including expertise in emissions trading, renewable energy certificates, international business development,
and quantitative financial analysis. Throughout his career, he has been involved in the development and scaling of innovative sustainability-focused
businesses operating across global markets.
Mr. Carloni currently serves as Chief Executive
Officer of EFFORCE and has held senior leadership positions across the environmental, energy, consulting and financial services sectors.
His previous experience includes serving as Chief Executive Officer of AitherCO2 S.p.A., Senior Consultant at Bank of America, Senior
Advisor at Deloitte Consulting S.p.A., and lecturer at Il Sole 24 Ore Business School. Until the early 2000s, he also served as Director
of Finance and Control Administration at Brother Italia S.p.A., where he managed the administrative, financial and control activities
globally.
"This is an important step in strengthening
TROOPS' leadership capabilities as we continue executing our strategic vision," said Damian Thurnheer, President and Chief Executive
Officer of TROOPS. "Jacopo and Sergio bring significant experience across technology, digital assets, sustainability and international
business development. Their expertise will be valuable as we pursue opportunities arising from the evolution of digital asset markets
and the broader expansion of our business platform."
The appointments follow the Company's previously
announced entry into a conditional sale and purchase agreement with EFFORCE Group and reflect TROOPS' commitment to building a leadership
team with the expertise necessary to support long-term growth and value creation.
About TROOPS, Inc.
TROOPS, Inc. is a conglomerate group of
various businesses with its headquarters based in Hong Kong. The group is principally engaged in (a) money lending business in Hong
Kong providing mortgage loans to high quality target borrowers, (b) property investment to generate additional rental income and,
(c) the development, operation and management of an online financial marketplace that provides one-stop financial technology solutions
including API services by leveraging artificial intelligence, big data and blockchain, and cloud computing (SaaS), (d) advisory
and referral services in relation to the application of migration, education and visa renewal to its customers, and (e) consultancy
services for insurance products in respect of insurance referral to insurance brokers. The group’s vision is to operate as a conglomerate
to build synergy within its own sustainable ecosystem thereby creating value to its shareholders.
For more information about TROOPS, Inc.,
please visit our investor relations website: www.troops.co
Safe Harbor and Informational Statement
This announcement contains "forward-looking"
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of
1995. All statements, other than statements of historical fact, including, without limitation, those with respect to the objectives,
plans and strategies of the Company set forth herein and those preceded by or that include the words "believe," "expect,"
"anticipate," "future," "will," "intend," "plan," "estimate" or similar expressions,
are "forward-looking statements". Forward-looking statements in this release include, without limitation, the effectiveness
of the Company's multiple-brand, multiple channel strategy and the transitioning of its product development and sales focus and to a
"light-asset" model, Although the Company's management believes that such forward-looking statements are reasonable, it cannot
guarantee that such expectations are, or will be, correct. These forward looking statements involve a number of risks and uncertainties,
which could cause the Company's future results to differ materially from those anticipated. These forward-looking statements can change
as a result of many possible events or factors not all of which are known to the Company, which may include, without limitation, our
ability to have effective internal control over financial reporting; our success in designing and distributing products under brands
licensed from others; management of sales trend and client mix; possibility of securing loans and other financing without efficient fixed
assets as collaterals; changes in government policy in China; China's overall economic conditions and local market economic conditions;
our ability to expand through strategic acquisitions and establishment of new locations; compliance with government regulations; legislation
or regulatory environments; geopolitical events, and other events and/or risks outlined in TROOPS' filings with the U.S. Securities and
Exchange Commission, including its annual report on Form 20-F and other filings. All information provided in this press release
and in the attachments is as of the date of the issuance, and TROOPS does not undertake any obligation to update any forward-looking
statement, except as required under applicable law.
