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): ¨
Entry into Conditional Sales and Purchase Agreement
On October 12, 2026, TROOPS, Inc. issued a press release
announcing its entry into a conditional sales and purchase agreement. 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 12, 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 13, 2026 |
By: |
/s/ Damian Thurnheer |
| |
Damian Thurnheer |
| |
President and Chief Executive Officer |
Exhibit 99.1
TROOPS, Inc. (NASDAQ: TROO) Announces
Conditional Sales and Purchase Agreement with EFFORCE Group, Expanding into Multi-Vertical Digital Asset Infrastructure
HONG KONG, October 12, 2026 /PRNewswire/
-- TROOPS, Inc. (NASDAQ: TROO) ("TROOPS" or the "Company"), a diversified conglomerate spanning financial technology
and insurance services, today announced that it has entered into a conditional sales and purchase agreement with EFFORCE Group (“EFFORCE”).
This strategic combination unites TROOPS' robust
ecosystem with EFFORCE's blockchain infrastructure and regulatory credentials. Founded by Apple co-founder Steve Wozniak, EFFORCE has
established a strong presence in the digital asset and sustainability sectors through its focus on innovative technology-driven solutions.
Mr. Wozniak remains a shareholder of EFFORCE following the transaction.
The proposed merger is intended to bring together
complementary strengths across technology, regulatory compliance, business development, and market access. By combining their respective
capabilities, the parties aim to create a stronger platform positioned to pursue opportunities across multiple segments of the evolving
digital asset economy.
A Multi-Vertical Ecosystem: Beyond Crypto Trading
Through this merger, TROOPS is going to gain access
to EFFORCE's frameworks, expanding its operational scope beyond traditional cryptocurrency exchange capabilities into synergistic digital
verticals including potential access to carbon credit and green certificate trading.
The combined group intends to leverage its expanded
infrastructure and industry expertise to pursue opportunities spanning digital assets, sustainability-focused initiatives, financial services
integration, and related technology-driven business models.
The transaction is expected to provide a foundation
for future growth while enhancing the group's ability to serve institutional and commercial clients across multiple markets.
Strategic Leadership Insights
"This merger represents a significant milestone
for TROOPS as we continue to expand our digital asset infrastructure and diversified business platform," said Damian Thurnheer, President
and CEO of TROOPS, Inc. "The combination of EFFORCE's technology, regulatory capabilities, and industry expertise with TROOPS'
existing operations creates new opportunities for growth, innovation, and value creation."
Sergio Carloni, CEO of EFFORCE Group added, "The
combination of EFFORCE's licensing framework, digital asset expertise, and sustainability-focused initiatives with TROOPS' market presence
creates a strong foundation for future development across multiple business verticals. We believe the transaction will enable the combined
group to explore new strategic opportunities while leveraging the strengths of both organisations."
"The next phase of green technology will
be defined by how effectively we connect investment with measurable impact. Our ambition with this proposed merger is to bring technology
and access to capital, closer to the projects and businesses driving the energy transition. In carbon markets, lasting growth depends
on confidence in what is being financed and traded. We must have credible projects, transparent information and verifiable outcomes."
The integration is expected to accelerate revenue
growth opportunities, diversify income streams, and support the creation of long-term value for TROOPS’ shareholders. Completion
of the acquisition is subject to customary closing conditions, regulatory approvals and the fulfilment of conditions precedent as outlined
in the sales and purchase agreement. The parties expect to work closely together to ensure a seamless integration process and to maximise
the strategic benefits of the transaction for stakeholders of both organisations.
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.
