Troops gets new 14.7% shareholder in 18M-share deal

JMD Corporate Services Limited becomes a 14.70% beneficial owner of Troops, Inc. through an 18 million share purchase from Prime Ocean Holdings Limited.

Rhea-AI Filing Summary

Troops, Inc. (TROO) has a new significant shareholder, as JMD Corporate Services Limited disclosed beneficial ownership of 18,000,000 ordinary shares, representing 14.70% of the class. JMD holds sole voting and dispositive power over all of these shares.

JMD acquired the 18,000,000 ordinary shares from Prime Ocean Holdings Limited on March 11, 2026 for cash consideration of US$16,680,000 under a share transfer agreement. JMD states it currently has no specific plans for corporate actions but may review and change its intentions and may seek to influence the issuer’s management or board in the future.

Key Figures

Shares beneficially owned: 18,000,000 ordinary shares Percent of class: 14.70% Total consideration: US$16,680,000 +4 more

7 metrics

Shares beneficially owned 18,000,000 ordinary shares Beneficial ownership reported by JMD Corporate Services Limited

Percent of class 14.70% Portion of Troops, Inc. ordinary shares held by JMD Corporate Services Limited

Total consideration US$16,680,000 Purchase price paid by JMD Corporate Services Limited for 18,000,000 shares

Sole voting power 18,000,000 shares Shares over which JMD Corporate Services Limited has sole voting power

Sole dispositive power 18,000,000 shares Shares over which JMD Corporate Services Limited has sole dispositive power

Date of share transfer agreement March 11, 2026 Date JMD Corporate Services Limited agreed to acquire the shares

Event date requiring statement September 18, 2026 Date of event triggering the ownership reporting requirement

Key Terms

beneficially owned, sole voting power, sole dispositive power, Schedule 13D, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 18,000,000.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power 18,000,000.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Dispositive Power 18,000,000.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Ordinary Shares financial

"Title of Class of Securities: Ordinary Shares"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

share transfer agreement financial

"entered into a share transfer agreement, pursuant to which PRIME OCEAN HOLDINGS LIMITED agreed to transfer certain shares"

A share transfer agreement is a legal contract that records the sale or assignment of ownership in a company’s shares from one party to another, spelling out how many shares, the price, any conditions, and steps needed to complete the transfer. It matters to investors because it legally changes who owns and controls the shares, can affect voting rights, company value and liquidity, and sets protections or obligations that influence investment risk and future returns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Troops, Inc. (TROO) does JMD Corporate Services Limited now own?

JMD Corporate Services Limited reports beneficial ownership of 14.70% of Troops, Inc.’s ordinary shares, based on 18,000,000 shares held with sole voting and dispositive power.

How many Troops, Inc. (TROO) shares did JMD Corporate Services Limited acquire?

JMD Corporate Services Limited acquired 18,000,000 ordinary shares of Troops, Inc. from Prime Ocean Holdings Limited, and now has sole voting and sole dispositive power over all of these shares.

What was the purchase price paid by JMD for Troops, Inc. (TROO) shares?

JMD Corporate Services Limited agreed to pay total consideration of US$16,680,000 for 18,000,000 ordinary shares of Troops, Inc. under a share transfer agreement dated March 11, 2026.

From whom did JMD Corporate Services Limited purchase Troops, Inc. (TROO) shares?

JMD Corporate Services Limited purchased the 18,000,000 ordinary shares of Troops, Inc. from Prime Ocean Holdings Limited pursuant to a share transfer agreement.

Does JMD have current plans to change control or strategy at Troops, Inc. (TROO)?

JMD states it has no present plans or proposals for actions listed in Item 4, but may review and change its position over time and may seek to influence Troops, Inc.’s management or Board of Directors.

What powers over Troops, Inc. (TROO) shares does JMD Corporate Services Limited hold?

JMD Corporate Services Limited reports sole voting power and sole dispositive power over all 18,000,000 ordinary shares of Troops, Inc. that it beneficially owns.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/18/2026 - 09:00 AM Accepted by SEC EDGAR 09/18/2026 - 09:00 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

TROOPS, Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G9094C104

(CUSIP Number)

JMD CORPORATE SERVICES LIMITED
Room 1401, 14/F, Chung Ying Building, 20 Connaught Road West,
Sheung Wan, K3, 00000
0852 3188 6659

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/18/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G9094C104

1

Name of reporting person

JMD CORPORATE SERVICES LIMITED

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 18,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 18,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

18,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.70 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares
(b)	Name of Issuer: TROOPS, Inc.
(c)	Address of Issuer's Principal Executive Offices: Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, HONG KONG , 00000.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by JMD CORPORATE SERVICES LIMITED (the "Reporting Person" or "JMD").
(b)	The business address of the Reporting Person is Room 1401, 14/F, Chung Ying Building, 20 Connaught Road West, Sheung Wan, Hong Kong
(c)	The registered office address of the Reporting Person is listed as Room 1401, 14/F, Chung Ying Building, 20 Connaught Road West, Sheung Wan, Hong Kong
(d)	During the last five years, none of the Reporting Person nor, to the best knowledge of the applicable Reporting Person, any of their respective directors or executive officers, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws
(e)	During the last five years, none of the Reporting Person nor, to the best knowledge of the applicable Reporting Person, any of their respective directors or executive officers, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Hong Kong
Item 3.	Source and Amount of Funds or Other Consideration
	JMD CORPORATE SERVICES LIMITED, a company incorporated in the Hong Kong with limited liability, purchased 18,000,000 Ordinary shares of TROOPS, Inc. from Prime Ocean Holding Limited on March 11, 2026. Shares were transferred for the consideration of US$16,680,000.
Item 4.	Purpose of Transaction
	On March 11, 2026, PRIME OCEAN HOLDINGS LIMITED (the "Transferor") and JMD CORPORATE SERVICES LIMITED (the "Transferee") entered into a share transfer agreement, pursuant to which PRIME OCEAN HOLDINGS LIMITED agreed to transfer certain shares held by it to JMD CORPORATE SERVICES LIMITED. Under the terms of the share transfer agreement, Transferor is the registered proprietor of 18.000.000 ordinary shares (certificate no. C1353) with a par value of US$0.004 each of the TROOPS, INC. In addition, pursuant to the terms of the share transfer agreement, the ordinary shares shall be transferred for consideration of US$16,680,000. The Reporting Person is filing this Schedule 13D to report its purpose of purchasing shares, which may relate to or would result in the acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer Other than as set forth in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Person, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other Person.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of the Reporting Person with respect to Rows 11 and 13 on the cover pages of this Statement that relate to the aggregate number and percentage of Ordinary Shares (including, but not limited to, footnotes to such information) are incorporated herein by reference. The responses of the Reporting Person with respect to Rows 7, 8, 9, and 10 of the cover pages of this Statement that relate to the number of Ordinary Shares as to which the Reporting Person referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference.
(b)	The responses of the Reporting Person with respect to Rows 11 and 13 on the cover pages of this Statement that relate to the aggregate number and percentage of Ordinary Shares (including, but not limited to, footnotes to such information) are incorporated herein by reference. The responses of the Reporting Person with respect to Rows 7, 8, 9, and 10 of the cover pages of this Statement that relate to the number of Ordinary Shares as to which the Reporting Person referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference.
(c)	Except as set forth in this Statement, the Reporting Person have not, to the best of their knowledge, engaged in any transaction with respect to the Issuer's Ordinary Shares during the sixty days prior to the date of filing this Statement.
(d)	Except as described in Item 3, no person other than the Reporting Person are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer's Ordinary Shares beneficially owned by the Reporting Person as reported in this Statement.
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between such Reporting Person and any other person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JMD CORPORATE SERVICES LIMITED

Signature:	/s/ Kui Kei FUNG
Name/Title:	Director
Date:	09/18/2026