TROOPS, Inc. (NASDAQ: TROO) reverses Blue Pool share purchase agreement

Rhea-AI Filing Summary

TROOPS, Inc., through its subsidiary Giant Connection Limited, has reversed its earlier purchase of a 49% stake in Blue Pool Ventures Limited. Giant Connection originally bought the Blue Pool shares from Digital Insura, Inc. for HK$11,833,500, with an additional put option over the remaining 51%. To speed up regulatory review of Blue Pool’s insurance brokerage operations, Giant Connection agreed on December 24, 2025 to sell the 49% interest back to Digital Insura for HK$11,833,500, this time settled by a promissory note. If, within three years of completion and following a successful appeal in case HCA938/2022, and if the note has not been exercised, Digital Insura undertakes to transfer the Blue Pool shares back to Giant Connection at Giant Connection’s cost, and the note will be cancelled.

Insights

Cross-border M&A and restructuring analyst

TROOPS temporarily unwinds its Blue Pool stake via a note, with a path to reverse the move if litigation outcomes change.

The company’s subsidiary Giant Connection first agreed to buy 49% of Blue Pool Ventures Limited from Digital Insura for HK$11,833,500, with a put option over the remaining 51%. That structure would have given TROOPS a path to majority ownership over time. The new arrangement instead sells the 49% stake back to Digital Insura for the same cash value, but payable through a promissory note rather than immediate cash.

The filing links this step to expediting regulatory review of Blue Pool’s insurance brokerage operations. It also ties a potential return of the 49% interest to a successful appeal of a judgment in case HCA938/2022 within three years of the December 31, 2025 completion date, provided the note has not been exercised. This creates a contingent pathway for TROOPS to regain the Blue Pool shares under defined legal conditions while using a non-cash settlement instrument in the meantime.

Form 6-K: How Foreign Companies Report to the SEC →

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): ¨

Entry into Material Definitive Agreement

As previously disclosed, on August 15, 2025, Giant Connection Limited (“Giant Connection”), a fully owned subsidiary of TROOPS, Inc. (the “Company”) entered into a Sale and Purchase Agreement (the “Previous Agreement”) with DIGITAL INSURA, INC., (the “Digital Insura”). Pursuant to the Agreement, the Digital Insura has agreed to sell and Giant Connection has agreed to purchase 49% of the Sale Shares, as defined in the Previous Agreement (The “Blue Pool Shares”), in relation to Blue Pool Ventures Limited (“Blue Pool”), for an aggregate consideration of HK$11,833,500 to be satisfied through a bank transfer, with a further Put Option whereby for a period of 5 years, Giant Connection shall purchase, upon written notice by the Digital Insura, in one or more closings, up to an aggregate of the remaining 51% of the Sale Shares, at a per share purchase price of HK$8,050, to be satisfied through bank transfer or procurement of the Company to issue its ordinary shares. Completion of the Previous Agreement occurred on September 30, 2025.

On December 24, 2025, in order to expedite regulatory review in relation to the operations of the insurance brokerage business of a subsidiary of Blue Pool, Giant Connection agreed to sell and Digital Insura agreed to purchase back the Blue Pool Shares (the “Agreement”), for a consideration of HK$11,833,500, to be settled by a promissory note (the “Note”). Prior to the 3 year anniversary of completion of the Agreement, if upon a successful appeal by the Company of the judgement of High Court of Hong Kong Special Administrative Region Court of First Instance action no. HCA938/2022, provided that the Note has not been exercised, Digital Insura undertakes that the Blue Pool Shares shall be transferred back to Giant Connection at the cost of Giant Connection. Upon receipt of the Blue Pool Shares, the Note will be cancelled. Completion of the Agreement occurred on December 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: January 9, 2026	By:	/s/ Damian Thurnheer
	Damian Thurnheer
	President and Chief Executive Officer

FAQ

What transaction did TROOPS, Inc. (TROO) disclose regarding Blue Pool Ventures Limited?

TROOPS, Inc. disclosed that its subsidiary Giant Connection Limited sold back a 49% stake in Blue Pool Ventures Limited to Digital Insura, Inc. for HK$11,833,500, reversing a prior purchase of the same shares.

Why did TROOPS, Inc. reverse the Blue Pool share purchase?

The reversal is described as a step taken to expedite regulatory review related to the insurance brokerage business operated by a subsidiary of Blue Pool Ventures Limited.

How is the consideration for the Blue Pool shares being paid in the new agreement?

The new agreement sets the consideration at HK$11,833,500, which will be settled by a promissory note issued to Digital Insura instead of a bank transfer.

Under what conditions could TROOPS, Inc. regain the 49% Blue Pool stake?

Before the three-year anniversary of completion, if the company achieves a successful appeal of the judgment in case HCA938/2022 and the note has not been exercised, Digital Insura undertakes to transfer the Blue Pool shares back to Giant Connection at Giant Connection’s cost, and the note will be cancelled.

What was the original Blue Pool acquisition structure disclosed by TROOPS, Inc.?

Originally, Giant Connection agreed to buy 49% of the Blue Pool shares for HK$11,833,500 by bank transfer, with a five-year put option under which it could be required to purchase up to the remaining 51% at HK$8,050 per share, payable in cash or ordinary shares of the company.

When did the original and revised Blue Pool transactions close for TROOPS, Inc.?

The original Blue Pool acquisition completed on September 30, 2025, and the new agreement to sell the 49% stake back to Digital Insura completed on December 31, 2025.