[6-K] Troops, Inc. /Cayman Islands/ Current Report (Foreign Issuer)

Rhea-AI Filing Summary

TROOPS, Inc. completed a minority acquisition via subsidiary Giant Connection Limited, purchasing 19.9% of HK Golden, Inc. for HK$70,000,000. The agreement required several bank transfers to the Vendor’s designated account, with the final payment due by the Target Completion Date.

Completion occurred on October 31, 2025. HK Golden and its subsidiaries provide digital marketing services and operate HKGOLDEN.com, an online social forum and networking platform in Hong Kong. The transaction gives TROOPS, Inc. exposure to Hong Kong’s digital media and community platform sector through a non‑controlling stake.

Insights

M&A and minority investments analyst

Non‑controlling HK media stake completed for HK$70,000,000.

TROOPS, Inc. acquired a 19.9% interest in HK Golden, Inc. through its subsidiary. Consideration of HK$70,000,000 was structured via bank transfers to the seller, with completion on October 31, 2025. This is a cash outlay for a minority position, implying no operational control.

The target operates HKGOLDEN.com and provides digital marketing services, situating the investment in Hong Kong’s online community and advertising ecosystem. As a sub‑20% stake, strategic influence may be limited by ownership level and any undisclosed governance terms.

Key items to track in subsequent disclosures include any board representation, revenue-sharing or dividend expectations, and how the HK$70,000,000 outlay affects liquidity and capital allocation.

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 November 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 October 6, 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 CORE EXPERT INVESTMENT LIMITED, (the “Vendor”). The Vendor has ownership of 2,835,750 ordinary shares (the “Sale Shares”), being 19.9% of the issued and outstanding shares of HK Golden, Inc. (the “Target Company”), a company incorporated in the British Virgin Islands. HK Golden, Inc. and its subsidiaries primarily provide digital marketing services to clients and operate HKGolden.com, an online social forum and networking platform in Hong Kong. Pursuant to the Agreement, the Vendor has agreed to sell and Giant Connection has agreed to purchase the Sale Shares for an aggregate consideration of HK$70,000,000 to be satisfied through several bank transfers, to the bank account as stipulated by the Vendor, with the last subsequent payment to be made on or before the Target Completion Date.

Completion of the Agreement occurred on October 31, 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: November 6, 2025	By:	/s/ Damian Thurnheer
	Damian Thurnheer
	President and Chief Executive Officer

FAQ

What did TROO announce in this 6-K?

TROOPS, Inc., via Giant Connection Limited, completed the purchase of 19.9% of HK Golden, Inc. for HK$70,000,000.

When did the transaction close for TROO?

Completion occurred on October 31, 2025.

How much did TROO pay for the HK Golden stake?

The aggregate consideration was HK$70,000,000, paid via several bank transfers to the Vendor’s designated account.

What business does HK Golden operate?

HK Golden and its subsidiaries provide digital marketing services and operate HKGOLDEN.com, an online social forum and networking platform in Hong Kong.

What ownership level did TROO acquire in HK Golden?

TROOPS, Inc. acquired a 19.9% minority, non‑controlling stake.

Which TROO subsidiary executed the purchase?

The buyer was Giant Connection Limited, a wholly owned subsidiary of TROOPS, Inc.