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 |
