TROOPS, Inc. (TROO) agrees staged acquisition of BLUE POOL Ventures stake

Rhea-AI Filing Summary

TROOPS, Inc., through its wholly owned subsidiary Giant Connection Limited, entered into a Sale and Purchase Agreement to acquire a substantial stake in an insurance brokerage platform. On August 15, 2025, Giant Connection agreed to buy 49% of 3,000 ordinary shares owned by Digital Insura, Inc. in BLUE POOL VENTURES LIMITED for an aggregate cash consideration of HK$11,833,500, payable by bank transfer. The Target Company operates an insurance brokerage business through its subsidiary, Mass Fidelity Asset Management Limited. The Agreement also grants the Vendor a five-year put option requiring Giant Connection to purchase, in one or more closings upon written notice, up to the remaining 51% of these shares at a fixed price of HK$8,050 per share, payable in cash or via TROOPS, Inc. ordinary shares. The parties set August 31, 2025 as the target completion date for this transaction.

Insights

Cross‑border M&A and capital structure analyst

TROOPS, Inc. structures a staged acquisition of an insurance brokerage with a sizeable put option overhang.

The company, via wholly owned subsidiary Giant Connection Limited, agreed on August 15, 2025 to acquire 49% of 3,000 ordinary shares in BLUE POOL VENTURES LIMITED from Digital Insura, Inc. for HK$11,833,500 in cash. BLUE POOL VENTURES operates an insurance brokerage business through Mass Fidelity Asset Management Limited, giving TROOPS exposure to that segment.

A key feature is the five-year put option allowing the Vendor to require Giant Connection to buy up to the remaining 51% of these shares at HK$8,050 per share, settled in cash or TROOPS ordinary shares. This creates a contingent obligation that could later involve additional cash outlay or share issuance, depending on which form of consideration is used.

The Agreement targets completion by August 31, 2025. Future disclosures will be important to see whether the Vendor exercises the put option, how much of the remaining 51% is sold, and whether TROOPS chooses cash payments or issuing its ordinary shares to satisfy any future purchases.

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 August 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 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 “Agreement”) with Digital Insura, Inc., (the “Vendor”).

The Vendor has ownership of 3,000 ordinary shares (the “Sale Shares”), being 75% of the issued and outstanding shares of of BLUE POOL VENTURES LIMITED (the “Target Company”), which operates an insurance brokerage business through its subsidiary, Mass Fidelity Asset Management Limited.

Pursuant to the Agreement, the Vendor has agreed to sell and Giant Connection has agreed to purchase 49% of the Sale Shares 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 Vendor, 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.

The target completion date for the Agreement is August 31, 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 August 15, 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: August 21, 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 with Digital Insura, Inc. to acquire 49% of 3,000 ordinary shares in BLUE POOL VENTURES LIMITED, which operates an insurance brokerage business through Mass Fidelity Asset Management Limited.

How much is TROOPS, Inc. paying for the initial share purchase in BLUE POOL VENTURES?

Giant Connection Limited agreed to pay an aggregate consideration of HK$11,833,500 for the 49% of the Sale Shares in BLUE POOL VENTURES LIMITED, with payment to be made by bank transfer.

What is the put option included in TROOPS, Inc.s agreement with Digital Insura, Inc.?

For a period of five years, Digital Insura, Inc. has a put option allowing it to require Giant Connection Limited, in one or more closings upon written notice, to purchase up to an aggregate of the remaining 51% of the Sale Shares at a per share price of HK$8,050, payable in cash or through TROOPS, Inc. issuing its ordinary shares.

When is the target completion date for TROOPS, Inc.s acquisition of shares in BLUE POOL VENTURES?

The parties set August 31, 2025 as the target completion date for the Sale and Purchase Agreement involving the shares of BLUE POOL VENTURES LIMITED.

How can TROOPS, Inc. settle future purchases under the put option?

Under the put option terms, Giant Connection Limited can satisfy future purchases of the remaining 51% of the Sale Shares either by bank transfer or by procuring TROOPS, Inc. to issue its ordinary shares as consideration.

What business does BLUE POOL VENTURES LIMITED conduct for TROOPS, Inc.?

BLUE POOL VENTURES LIMITED operates an insurance brokerage business through its subsidiary, Mass Fidelity Asset Management Limited, providing TROOPS, Inc. with exposure to the insurance brokerage sector.