TROOPS discloses HK$404.8M claim and Cayman hearing on Oct 9, 2025

Rhea-AI Filing Summary

TROOPS, Inc. disclosed that a petition was filed in the Grand Court of the Cayman Islands by Real Estate and Finance Fund (in Liquidation) alleging the company is insolvent following two Hong Kong judgments. The filing states the Company and certain subsidiaries are jointly and severally liable for HK$163,400,000 in one judgment and for HK$241,400,000 in a second judgment. The petitioner says the Company cannot pay these debts and seeks the Company’s winding up or, alternatively, a determination that winding up is just and equitable. A hearing on the petition is scheduled for October 9, 2025. The Company says it intends to seek an appeal and a stay of execution to protect shareholders’ interests.

Positive

• Company intends to seek an appeal and a stay of execution to protect shareholder interests
• Hearing date is specified (October 9, 2025), providing a clear procedural timetable

Negative

• Two judgments allege joint-and-several liability for HK$163,400,000 and HK$241,400,000
• Petitioner alleges the Company is insolvent and seeks winding up or just-and-equitable relief
• Material legal exposure totaling HK$404,800,000 is asserted in the petition

Insights

Corporate Governance Expert

TL;DR: A Cayman winding-up petition tied to two substantial HK judgments poses immediate governance and solvency concerns.

The petition alleges insolvency based on two judgments totalling HK$404,800,000 and requests winding up or just-and-equitable relief. From a governance standpoint, this is material: it triggers board duties to assess solvency, preserve creditor and shareholder value, and pursue any lawful challenges. The Company’s stated plan to seek an appeal and stay is a standard defensive step but does not change the underlying exposure disclosed here. The scheduled hearing on October 9, 2025 is a critical near-term legal milestone that could materially affect corporate control and creditor rights.

Risk Analyst

TL;DR: Two joint-and-several liabilities create material financial and operational risk pending the Cayman hearing.

The filing specifies joint-and-several liability for HK$163,400,000 and HK$241,400,000, which together represent the Company’s disclosed asserted exposure in this petition. The petitioner explicitly alleges inability to pay, framing a solvency argument that, if accepted by the court, could lead to winding up. The Company’s intent to pursue an appeal and a stay may delay enforcement but does not eliminate the legal risk. This is a material legal contingency with potential to affect capital structure, liquidity, and continuity of operations depending on court outcome.

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): ¨

Legal Proceedings - Winding Up Petition

As previously disclosed, on June 23, 2025, a judgement (the “Judgement”) issued by the High Court of Hong Kong Special Administrative Region Court of First Instance in connection with the action no. HCA 938/2022 was filed, whereby it was ordered, amongst others, that:

(i)	TROOPS, Inc. (the “Company”) and the subsidiaries, SGOCO International (HK) Limited and Giant Connection Limited, amongst other defendants, are jointly and severally liable for payment of $163,400,000 Hong Kong Dollars; and
(ii)	The Company and the subsidiary, SGOCO International (HK) Limited, amongst other defendants, are jointly and severally liable for payment of $241,400,000 Hong Kong Dollars.

On August 20, 2025, the Company received a winding up petition dated July 24, 2025 ( the “Petition”), filed by Real Estate and Finance Fund (in Liquidation) (the “Petitioner”) with the Grand Court of the Cayman Islands. The Petitioner sets out in the Petition that the Company is insolvent and unable to pay its debts to the Petitioner as a result of the Judgement, or in the alternative, the winding up of the Company on just and equitable grounds. The hearing of the Petition will take place on October 9, 2025.

The Company is looking into legal avenues and options including an application to the High Court of the Hong Kong Special Administrative Region and the Grand Court of the Cayman Islands for appeal and stay of execution in regards to the Petition, in order to protect the interest of the Company’s shareholders.

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.

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 28, 2025	By:	/s/ Damian Thurnheer
	Damian Thurnheer
	President and Chief Executive Officer

FAQ

What judgments does TROOPS, Inc. disclose in the 6-K (TROO)?

The filing states the Company and certain subsidiaries are alleged jointly and severally liable for HK$163,400,000 in one judgment and HK$241,400,000 in a second judgment.

Who filed the petition against TROOPS, Inc. and what does it allege?

Real Estate and Finance Fund (in Liquidation) filed the petition in the Grand Court of the Cayman Islands alleging the Company is insolvent and unable to pay its debts as a result of the judgments.

When is the hearing on the Cayman petition for TROOPS, Inc.?

The hearing is scheduled for October 9, 2025.

How is TROOPS, Inc. responding to the petition?

The Company states it intends to seek an appeal and a stay of execution to protect shareholders’ interests.

Does the filing state the company admits insolvency?

No. The filing reports that the petitioner alleges insolvency; the document does not state an admission by the Company.