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 March 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 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”) at a purchase price of US$0.90 per share, 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 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.
On March 27, 2026, the Company and the Shareholder
entered into an amendment to the Lock-up Agreement (the “Amendment Agreement”), whereby section 2 of the Lock-Up Agreement
was amended and restated to: “Prior to the expiration of the Lock-Up Period, should the undersigned receive written consent of the
Company to transfer any Lock-Up Securities (the “Transferable Securities”) pursuant to section 1 of this Agreement, such Transferable
Securities shall no longer be subject to any Lock-Up restriction or Lock-Up Period, and shall not be subject to any Repurchase Option
by the Company.”.
The form of the Amendment 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 Amendment to Lock-up Agreement dated March 27, 2026 |
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.
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TROOPS, Inc. |
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| Date: March 27, 2026 |
By: |
/s/ Damian Thurnheer |
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Damian Thurnheer |
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President and Chief Executive Officer |
Exhibit 99.1
Amendment to Lock-up
Agreement
March 27, 2026
This Amendment to Lock-up Agreement (this “Amendment”),
dated as of March 27, 2026, is made by and among TROOPS, Inc. (the “Company”) and WANG & LEE HOLDINGS, INC.
(the “Purchaser”).
Reference is hereby made to the Lock-up Agreement,
dated as of May 28, 2025, by and among the Company and the Purchaser (as amended by this Amendment and as may be further amended
and restated from time to time, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Agreement.
1. Amendment.
Pursuant to and in accordance with section 6 of
the Agreement, the Parties hereby agree to amend and restate section 2 of the Agreement as follows:
| 2) | Prior to the expiration of the Lock-Up Period, should the undersigned receive written consent of the Company
to transfer any Lock-Up Securities (the “Transferable Securities”) pursuant to section 1 of this Agreement, such Transferable
Securities shall no longer be subject to any Lock-Up restriction or Lock-Up Period, and shall not be subject to any Repurchase Option
by the Company. |
2. No Other Amendments.
All other terms and conditions of the Agreement
shall remain in full force and effect and the Agreement shall be read and construed as if the terms of this Amendment were included therein
by way of addition or substitution, as the case may be.
3. Execution in Counterparts.
This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one
and the same agreement.
4. Ratification.
The terms and provisions set forth in this Amendment
modify and supersede all inconsistent terms and provisions set forth in the Agreement and, except as expressly modified and superseded
by this Amendment, the terms and provisions of the Agreement are ratified and confirmed and continue in full force and effect. All parties
hereby agree that the Agreement, as amended by this Amendment, shall continue to be legal, valid, binding and enforceable in accordance
with their terms.
5. Governing Law.
This Amendment, and all claims or causes of action
based upon, arising out of, or related to this Amendment or the transactions contemplated hereby, shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent
such principles or rules would require or permit the application of laws of another jurisdiction.
IN WITNESS WHEREOF, each of the Parties has caused
this Amendment to be duly executed on its behalf as of the day and year first above written.
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WANG & LEE HOLDINGS, INC.
Signed by HO PUI LUNG, CHAIRMAN
AND CHIEF EXECUTIVE OFFICER
Address: 5-6/F, Wing Tai Factory
Building, 3 Tai Yip Street, Kwun Tong,
Kowloon, Hong Kong |
TROOPS, Inc.
Signed by DAMIAN THURNHEER,
CHIEF EXECUTIVE OFFICER
Address: 21/F, 8 Fui Yiu Kok Street,
Tsuen Wan, New Territories,
Hong Kong |
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