TROOPS, Inc. (TROO) to acquire 19.9% stake in HK Golden for HK$70M

Rhea-AI Filing Summary

TROOPS, Inc., through its wholly owned subsidiary Giant Connection Limited, agreed to acquire 2,835,750 ordinary shares of HK Golden, Inc., representing 19.9% of HK Golden’s issued and outstanding shares. HK Golden, Inc. and its subsidiaries provide digital marketing services and operate HKGolden.com, an online social forum and networking platform in Hong Kong.

The purchase price is an aggregate HK$70,000,000, payable via several bank transfers to the vendor, CORE EXPERT INVESTMENT LIMITED, with the final payment to be made on or before the agreed target completion date. The target completion date for this share purchase is November 30, 2025.

Insights

Cross-border M&A and capital allocation analyst

TROOPS, Inc. commits HK$70M to acquire a 19.9% stake in HK Golden, Inc.

TROOPS, Inc., via its wholly owned subsidiary Giant Connection Limited, has signed a Sale and Purchase Agreement to buy 2,835,750 shares of HK Golden, Inc., equal to 19.9% of HK Golden’s issued and outstanding shares. The target company provides digital marketing services and operates the HKGolden.com online forum in Hong Kong, indicating TROOPS is positioning itself in the digital media and marketing space.

The aggregate consideration is HK$70,000,000, to be settled through multiple bank transfers to the vendor, CORE EXPERT INVESTMENT LIMITED, with the last payment due on or before the target completion date of November 30, 2025. This structure spreads cash outflow over time but still represents a clear capital commitment, whose impact depends on TROOPS’ existing cash resources and the earnings contribution from this minority stake.

The Agreement’s detailed terms, including representations, warranties, and any conditions to closing, are contained in the exhibit referenced in the filing. The economics of this transaction for shareholders will hinge on HK Golden’s performance as a digital marketing and online community platform and on whether TROOPS pursues deeper integration or maintains a purely financial minority position.

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

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.

The Target Completion Date for the Agreement is November 30, 2025.

The form of the Agreement is filed as Exhibit 99.1 to this Form 6-K and incorporated herein by reference. The foregoing is only a brief description of the material terms of the Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

Exhibit Index

Exhibit No.	Description
99.1	Form of Sale and Purchase Agreement, dated October 6, 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 10, 2025	By:	/s/ Damian Thurnheer
	Damian Thurnheer
	President and Chief Executive Officer

FAQ

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

TROOPS, Inc., through its wholly owned subsidiary Giant Connection Limited, entered into a Sale and Purchase Agreement to acquire 2,835,750 ordinary shares of HK Golden, Inc. from CORE EXPERT INVESTMENT LIMITED. These shares represent 19.9% of HK Golden’s issued and outstanding shares.

How much is TROOPS, Inc. paying for the HK Golden, Inc. shares?

The aggregate consideration for the 2,835,750 ordinary shares of HK Golden, Inc. is HK$70,000,000. The amount will be satisfied through several bank transfers to the vendor’s designated bank account, with the final payment due by the target completion date.

Who is the target company HK Golden, Inc. mentioned by TROOPS, Inc. (TROO)?

HK Golden, Inc. is a company incorporated in the British Virgin Islands. Together with its subsidiaries, it primarily provides digital marketing services to clients and operates HKGolden.com, an online social forum and networking platform in Hong Kong.

What percentage stake in HK Golden, Inc. is TROOPS, Inc. acquiring?

Through Giant Connection Limited, TROOPS, Inc. is acquiring 2,835,750 ordinary shares of HK Golden, Inc., which the filing states represents 19.9% of HK Golden’s issued and outstanding shares.

When is the target completion date for TROOPS, Inc.’s acquisition of HK Golden, Inc. shares?

The filing states that the Target Completion Date for the Sale and Purchase Agreement is November 30, 2025. The last subsequent payment of the purchase price is to be made on or before that date.

Who is the vendor in TROOPS, Inc.’s HK Golden, Inc. share purchase?

The vendor selling the shares is CORE EXPERT INVESTMENT LIMITED. It owns the 2,835,750 ordinary shares of HK Golden, Inc. that are being sold under the Agreement to Giant Connection Limited, the subsidiary of TROOPS, Inc.

Where can investors find the full terms of TROOPS, Inc.’s Sale and Purchase Agreement?

The form of the Sale and Purchase Agreement, dated October 6, 2025, is filed as Exhibit 99.1 to this Form 6-K. The filing notes that the brief description provided is qualified in its entirety by reference to this exhibit.