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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 July 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
As previously disclosed, on May 28, 2025, TROOPS, Inc. (the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Wang & Lee Holdings, Inc. (the “Shareholder”), pursuant to which the Company issued and sold to the Shareholder 14,050,000 ordinary shares of the Company (the “Shares”), for an aggregate price of US$12,645,000 (the Consideration”). The Company and the Shareholder also entered into a lock-up agreement (the “Lock-Up Agreement”) in relation to the Agreement, pursuant to which the Shareholder agrees that during a ten year lock-up period from the closing date of the Agreement (the “Lock-Up Period”), without the prior written consent of the Company, the Shareholder would not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares, now owned by the Shareholder or any affiliate of the Shareholder or with respect to which the Shareholder or any affiliate of the Shareholder has acquired the power of disposition; (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares, whether any such transaction is to be settled by delivery of Shares, in cash or otherwise; or (c) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Shares. Pursuant to the Lock-Up Agreement, the Company shall also have an irrevocable exclusive option to repurchase the Shares (the “Repurchase Option”) prior to the expiration of the Lock-Up Period.
On July 18, 2025, the Shareholder agreed to the Company’s notice to exercise its Repurchase Option, and on July 22, 2025, the Company entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with the Shareholder, pursuant to which the Shareholder agreed to sell, and the Company agreed to repurchase 4,400,000 Shares at a purchase price of US$0.90 per share, for a total purchase price of US$3,960,000 (the “Purchase Price”). The closing of the Stock Repurchase Agreement occurred on July 24, 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.
On July 25, 2025, the Company issued a press release announcing the Share Repurchase. The full text of the Press Release is attached as Exhibit 99.2 to the Current Report on Form 6-K.
Exhibit Index
| Exhibit No. | Description |
| 99.1 | Form of Stock Repurchase Agreement, dated July 22, 2025 |
| 99.2 | Press Release, dated July 25, 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: July 25, 2025 | By: | /s/ Damian Thurnheer |
| Damian Thurnheer | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
STOCK REPURCHASE AGREEMENT
This Stock Repurchase Agreement (the "Agreement") is entered into as of July 22, 2025, by and between TROOPS, Inc., a Cayman Islands corporation listed on the NASDAQ Stock Market, with its principal office at Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (the "Company"), and WANG & LEE HOLDINGS, INC., a corporation with an address at 5-6/F, Wing Tai Factory Building, 3 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong ("Shareholder").
RECITALS
WHEREAS, the Shareholder owns 14,050,000 shares of the Company's common stock (the "Shares");
WHEREAS, pursuant to the Stock Purchase Agreement dated May 28, 2025 between the Company and the Shareholder (the "Stock Purchase Agreement"), the Company holds an irrevocable, exclusive option to repurchase the Shares (the "Repurchase Option") at the aggregate Per Share Purchase Price (the "Repurchase Price") prior to the expiration of the Lock-Up Period, as detailed in the Stock Purchase Agreement, and the Company has exercised such Repurchase Option by delivering written notice to the Shareholder on July 18, 2025 (the "Repurchase Notice Day") specifying the repurchase of the Shares;
WHEREAS, the Company desires to repurchase part of the Shares from the Shareholder, and the Shareholder desires to sell part of the Shares to the Company, on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
1. Agreement to Repurchase Shares
The Shareholder agrees to sell, and the Company agrees to repurchase 4,400,000 shares of the Shares at a purchase price of US$0.90 per share, for a total purchase price of US$3,960,000 (the "Purchase Price"), in accordance with the Repurchase Option as set forth in the Stock Purchase Agreement.
2. Closing
The closing of the repurchase (the "Closing") shall occur within 7 business days following the Repurchase Notice Day, or such other date as mutually agreed by the parties. At the Closing: (a) The Shareholder shall deliver to the Company the stock certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers, along with any documentation required by the Company's transfer agent, including a stock power bearing an appropriate medallion signature guarantee. (b) The Company shall pay the Purchase Price to the Shareholder by, at the Company's sole discretion, paying cash, delivering a check or bank transfer in the amount of the Purchase Price.
3. Representations and Warranties of Shareholder
The Shareholder represents and warrants to the Company that:
| 1. | The Shareholder has full legal right, power, and authority to enter into and perform this Agreement. |
| 2. | The Shareholder owns the Shares free and clear of all liens, encumbrances, and restrictions. |
| 3. | The execution and delivery of this Agreement do not violate any agreement or obligation to which the Shareholder is a party. |
4. Representations and Warranties of Company
The Company represents and warrants to the Shareholder that:
| 1. | The Company is a corporation duly organized, validly existing, and in good standing under the laws of Delaware. |
| 2. | The Company has full corporate power and authority to enter into and perform this Agreement. |
| 3. | The execution and delivery of this Agreement have been duly authorized by all necessary corporate actions. |
5. Miscellaneous
5.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
5.2 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, except for the provisions of the Stock Purchase Agreement, which remain in full force and effect to the extent not modified herein.
5.3 Amendments
This Agreement may not be amended except by a written instrument signed by both parties.
5.4 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| COMPANY | ||
| TROOPS, Inc. | ||
| By: | ||
| Name: Damian Thurnheer | ||
| Title: Chief Executive Officer | ||
| SHAREHOLDER | ||
| WANG & LEE HOLDINGS, INC. | ||
| By: | ||
| Name: Ho Pui Lung | ||
| Title: Chairman and Chief Executive Officer | ||
Exhibit 99.2
TROOPS, Inc. (NASDAQ: TROO) Intends to Bolster Shareholder Value with Strategic Stock Repurchase
HONG KONG, July 25, 2025 /PRNewswire/ -- TROOPS, Inc. (NASDAQ: TROO) (“TROOPS” or the “Company”) today announced that the Company has initiated its stock repurchasing plan by entering into a stock repurchase agreement (the “Stock Repurchase Agreement”) with an existing shareholder (the “Shareholder”).
On July 18, 2025, the Shareholder agreed to the Company’s notice to exercise its repurchase option as outlined in the stock purchase agreement dated on May 28, 2025. On July 22, 2025, the Company entered into the Stock Repurchase Agreement with the Shareholder, pursuant to which the Shareholder agreed to sell, and the Company agreed to repurchase 4,400,000 shares at a purchase price of US$0.90 per share, for a total purchase price of US$3,960,000. The closing of the Stock Repurchase Agreement occurred on July 24, 2025.
This strategic repurchase of 4,400,000 shares of the Company at US$0.90 per share is expected to enhance shareholder value by reducing the number of outstanding shares, potentially increasing earnings per share and strengthening the Company’s capital structure. The transaction underscores the Company’s confidence in its long-term growth prospects and commitment to delivering value to its shareholders.
About TROOPS, Inc.
TROOPS, Inc. is a conglomerate group of various businesses with its headquarters based in Hong Kong. The group is principally engaged in (a) money lending business in Hong Kong providing mortgage loans to high quality target borrowers, (b) property investment to generate additional rental income and, (c) the development, operation and management of an online financial marketplace that provides one-stop financial technology solutions including API services by leveraging artificial intelligence, big data and blockchain, and cloud computing (SaaS), (d) advisory and referral services in relation to the application of migration, education and visa renewal to its customers, and (e) consultancy services for insurance products in respect of insurance referral to insurance brokers. The group’s vision is to operate as a conglomerate to build synergy within its own sustainable ecosystem thereby creating value to its shareholders.
For more information about TROOPS, Inc., please visit our investor relations website: www.troops.co 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.
Safe Harbor and Informational Statement
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.