TROOPS, Inc. (TROO) replaces Audit Alliance with AssentSure PAC as auditor

Rhea-AI Filing Summary

TROOPS, Inc. filed a report explaining that its board dismissed Audit Alliance LLP as its independent registered public accounting firm effective January 19, 2026, and appointed AssentSure PAC to audit the financial statements for the year ended December 31, 2025.

The company states that Audit Alliance’s reports for the years ended December 31, 2024, 2023 and 2022 contained no adverse opinions, disclaimers, or qualifications, and that there were no disagreements or reportable events under Regulation S-K during that period. Audit Alliance provided a letter to the SEC confirming its agreement with the statements about it in the report. The filing also includes standard forward‑looking statement cautions about business risks and future performance.

Insights

Audit & governance analyst

TROOPS changes auditors with no reported disputes or adverse opinions.

TROOPS, Inc. replaced Audit Alliance LLP with AssentSure PAC as its independent registered public accounting firm for the year ended December 31, 2025. The company indicates that prior audit reports for 2022–2024 had clean opinions and that there were no disagreements on accounting, disclosure, or audit scope, and no reportable events as defined in Regulation S-K.

The company also notes that it did not consult AssentSure PAC in advance on specific accounting treatments or potential audit opinions. Audit Alliance has sent a letter to the SEC agreeing with the statements about its engagement and departure, which helps corroborate the company’s description of an orderly transition.

The filing focuses on process and compliance rather than financial results. Future annual filings for the year ended December 31, 2025 will reflect AssentSure PAC’s work, which may provide additional visibility into how the new auditor assesses the company’s reporting and internal controls.

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 January 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): ¨

Changes of Registrant’s Certifying Accountants

On January 19, 2026, the Board of Directors of TROOPS, Inc. (the "Company") approved the dismissal of Audit Alliance LLP ("Audit Alliance") as the Company’s independent registered public accounting firm, effective January 19, 2026.

Audit Alliance’s reports on the Company’s financial statements for the fiscal years ended December 31, 2024, 2023 and 2022 did not contain any adverse opinion or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, during the Company’s most recent fiscal year, there were no disagreements with Audit Alliance on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Audit Alliance, would have caused Audit Alliance to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such year. Also, during this time, there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Audit Alliance with a copy of the foregoing disclosures and has requested that Audit Alliance review such disclosures and provide a letter addressed to the Securities and Exchange Commission (“SEC”) as specified by Item 16F(a)(3) of Form 20-F. Attached as Exhibit 99.1 is a copy of Audit Alliance’s letter addressed to the SEC relating to the statements made by the Company in this Report on Form 6-K.

On January 19, 2026, the audit committee of the board of directors of the Company approved the appointment of AssentSure PAC as the Company’s independent registered public accounting firm to perform independent audit services for the year ended December 31, 2025.

During the three most recent fiscal years and any subsequent interim periods prior to the engagement of AssentSure PAC, neither the Company, nor someone on behalf of the Company, has consulted AssentSure PAC regarding (i) the application of accounting principles to any specified transaction, either completed or proposed or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that AssentSure PAC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event” as defined in Item 304(a)(1)(v) of Regulation S-K, or any other matters set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

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.

Exhibit Index

Exhibit No.		Description
99.1		Letter from Audit Alliance LLP

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: January 20, 2026.	By:	/s/ Damian Thurnheer
	Damian Thurnheer
	President and Chief Executive Officer

Exhibit 99.1

  AUDIT ALLIANCE LLP^®  

A Top 18 Audit Firm

10 Anson Road, #20-16 International Plaza, Singapore 079903.

UEN: T12LL1223B GST  Reg No: M90367663E                Tel: (65) 6227 5428

January 20, 2026

United States Securities and Exchange Commission 

100 F Street, N.E. 

Washington, D.C. 20549

Re:	TROOPS, Inc.
	File No. 001-35016

Commissioners:

We have read the Form 6-K of TROOPS , Inc. to be filed with the Securities and Exchange Commission on or about January 20, 2026. We agree with all statements pertaining to us. We have no basis on which to agree or disagree with the other statements contained therein.

Very truly yours,

/s/ Audit Alliance LLP

Singapore

FAQ

What change in auditors did TROOPS, Inc. (TROO) disclose?

TROOPS, Inc. reported that its board dismissed Audit Alliance LLP as its independent registered public accounting firm effective January 19, 2026, and that its audit committee appointed AssentSure PAC to serve as the independent registered public accounting firm for the year ended December 31, 2025.

Did Audit Alliance LLP issue any adverse opinions on TROOPS, Inc. (TROO) financial statements?

The company states that Audit Alliance LLP’s reports on TROOPS, Inc.’s financial statements for the years ended December 31, 2024, 2023 and 2022 did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

Were there any disagreements or reportable events between TROOPS, Inc. (TROO) and Audit Alliance LLP?

TROOPS, Inc. reports that during its most recent fiscal year there were no disagreements with Audit Alliance LLP regarding accounting principles, financial statement disclosure, or auditing scope or procedure, and no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

How did Audit Alliance LLP respond to TROOPS, Inc. (TROO) auditor change disclosure?

Audit Alliance LLP provided a letter to the SEC stating it had read the Form 6-K for TROOPS, Inc. and agreed with all statements in that report that pertain to it, and that it had no basis to agree or disagree with the other statements.

Did TROOPS, Inc. (TROO) consult AssentSure PAC before appointing it as auditor?

The company states that during the three most recent fiscal years and any subsequent interim periods before AssentSure PAC’s engagement, neither TROOPS, Inc. nor anyone on its behalf consulted AssentSure PAC on the application of accounting principles to specific transactions or on the type of audit opinion that might be issued, and that there were no matters involving disagreements or reportable events under Regulation S-K.

What forward-looking risks does TROOPS, Inc. (TROO) highlight in this filing?

The company’s forward-looking statements note risks including effectiveness of its multiple-brand, multiple-channel and light-asset strategies, internal control over financial reporting, product design and distribution under licensed brands, access to loans without significant fixed assets, changes in government policy and economic conditions in China, expansion through acquisitions and new locations, compliance with regulations, and geopolitical events.