Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 November 2024

 

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): ¨

 

This report is hereby incorporated by reference to the Registration Statement on Form F-3 (File No. 333-176437) of the Company.

 

 

 

 

 

 

Other Information

 

Attached hereto as Exhibit 99.1 the Company’s unaudited financial and operating results for the six months ended June 30, 2024; attached hereto as Exhibit 99.2 are the unaudited condensed consolidated financial statements of the Company as of June 30, 2024 and for the six months ended June 30, 2024 and 2023.

 

 

 

 

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: November 15, 2024	By:	/s/ Damian Thurnheer
	Damian Thurnheer
	President and Chief Executive Officer

 

 

 

 

Exhibit Index

 

Exhibit Number		Description
99.1		TROOPS, Inc.’s 2024 Unaudited Interim Financial Results
99.2		Unaudited Condensed Consolidated Financial Statements as of June 30, 2024 and for the six months ended June 30, 2024 and 2023

 

 

 

 

Exhibit 99.1

 

TROOPS, Inc. Announces 2024 Unaudited Interim Financial Results

 

TROOPS, Inc. (Nasdaq: TROO) ("TROOPS" or the "Company"), 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, (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, today announced its unaudited operating results for the six months ended June 30, 2024.

 

2024 Interim Results Overview

 

Revenues

 

Our sales were $2.61 million for the six months ended June 30, 2024, which increased by $0.78 million, or 42.6% from $1.83 million for the same period of 2023.  During the six months ended June 30, 2024, we through 11 Hau Fook Street Limited, Vision Lane Limited and Suns Tower Limited earned property lease and management income of $0.48 million, compared to income of $0.57 million in 2023. We through Giant Credit Limited and First Asia Finance Limited earned interest on loans from money lending services of $1.41 million for the six months ended June 30, 2024, compared to $1.16 million for the same period of 2023. We through Giant Financial Services Limited, Apiguru Pty Limited and Riches Elite Technology (Shenzhen) Co., Ltd earned application and technology services income of $0.01 million for the six months ended June 30, 2024, compared to $0.10 million for the same period of 2023. We through Riches Finance Group Limited earned consultancy services for insurance product income of $0.71 million and through Riches Advisory Limited earned advisory and referral services income of $0.01 million for the six months ended June 30, 2024.

 

Riches Holdings Limited, Riches Advisory Limited, Riches Property Limited, Riches Finance Group Limited and Riches Elite Technology (Shenzhen) Co., Ltd are newly acquired subsidiaries since May 31, 2024.

 

 

 

 

Below is the summary presenting the Company’s revenues disaggregated by products and services and timing of revenue recognition:

 

		For the six months ended June 30,
Revenue by recognition over time		2024				2023
		(Unaudited)				(Unaudited)
Revenue by recognition over time		$	1,889			$	1,834
Revenue by recognition at a point in time			720				—
		$	2,609			$	1,834

 

		For the six months ended June 30,
Revenue by major product line		2024				2023
		(Unaudited)				(Unaudited)
Money lending services		$	1,411			$	1,160
Property lease and management			477				573
Applications, technology & services			1				101
Consultancy services for insurance products			710				—
Advisory and referral services			10				—
		$	2,609			$	1,834

 

 

 

 

Cost of revenues

 

For the six months ended June 30, 2024, cost of revenues increased by $0.49 million, or 34.5%, to $1.91 million from $1.42 million for the six months ended June 30, 2023. The increase was in line with the revenue goes up.

 

Gross profit

 

Our gross profit was $0.70 million for the six months ended June 30, 2024, compared to $0.41 million for the same period of 2023.

 

General and administrative expenses

 

General and administrative expenses amounted to approximately $2.18 million for the six months ended June 30, 2024, $0.71 million or 48.3% higher than $1.47 million for the same period of previous year. This increase was mainly due to more legal and consultancy fee of approximately $0.64 million.

 

General and administrative expenses include system development fee, staff salary and benefits, legal and professional fees, office expenses, travel expenses, entertainment, IT consultancy and support services expenses, depreciation, amortization of intangible assets.

 

Income tax benefit

 

Income tax benefit was $0.13 million for the six months ended June 30, 2024, an increase of $0.08 million, from income tax benefit of $0.05 million for the same period of 2023. Income tax benefit was related to the deferred tax impact on intangible assets and property and plant.

 

Our subsidiaries in Hong Kong are subject to Hong Kong taxation on income derived from their activities conducted in Hong Kong at a rate of 16.5%. Our subsidiary in Australia is subject to the Australian lower company tax rate of 25.0%. Our PRC subsidiaries was subject to the statutory PRC enterprise income tax rate of 25.0% after appropriate tax adjustments. According to the provisions of Ministry of Finance and State Taxation Administration Announcement [2022] No. 13, one of the PRC subsidiaries of the Group enjoys preferential income tax policies for the small and low profit enterprises.

 

Net loss

 

As a result of the various factors described above, net loss for the six months ended June 30, 2024 was $1.36 million, as compared to $1.04 million for the same period of 2023.

 

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, please visit our investor relations website:

 

www.troops.co

 

 

 

 

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 's 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.

 

 

 

 

Exhibit 99.2

 

TROOPS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2024, AND DECEMBER 31, 2023

(In thousands of U.S. dollars except share and per share data)

 

		As of
		June 30, 2024				December 31, 2023
			(Unaudited)
ASSETS
CURRENT ASSETS
Cash		$	1,504			$	3,113
Accounts receivable, net			648				2
Loans receivable, net of provision for loan losses of $1,537 and $1,532, respectively			10,460				7,195
Interest receivable			97				41
Other receivables, prepayments and deposits, net of provision for credit losses of $8 and $8, respectively			539				319
Other receivables - related parties			121				—
Total current assets			13,369				10,670
NON-CURRENT ASSETS
Plant and equipment, net			45,784				46,773
Operating lease right-of-use assets, net			37				4
Intangible assets, net			1,449				29
Long-term loans receivable, net of $486 and $491 provision for loan losses			10,604				12,484
Goodwill			12,348				385
Total non-current assets			70,222				59,675
Total assets		$	83,591			$	70,345
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Amount due to a s shareholder		$	2,308			$	1,923
Accounts payable			1,201				39
Other payables and accrued liabilities			1,745				2,239
Operating lease liability, current			22				4
Customer deposits			30				5
Taxes payable			501				513
Total current liabilities			5,807				4,723
LONG-TERM LIABILITIES
Operating lease liability, non-current			15				—
Convertible notes - non-current			13,400				—
Non-current deferred tax liabilities			5,150				5,043
Total non-current liabilities			18,565				5,043
Total liabilities			24,372				9,766
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 1,000,000 shares authorized, nil and nil issued and outstanding as of June 30, 2024 and December 31, 2023, respectively			—				—
Ordinary shares, $0.004 par value, 500,000,000 shares authorized, 101,597,998 and 101,597,998 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively			406				406
Additional paid-in-capital			135,768				135,768
Retained earnings (deficit)			(76,954	)			(75,598	)
Accumulated other comprehensive income (loss)			(1	)			3
Total TROOPS, Inc. shareholders’ equity			59,219				60,579
Total liabilities and shareholders’ equity		$	83,591			$	70,345

 

 

 

 

TROOPS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(In thousands of U.S. dollars except share and per share data)

 

		2024				2023
		(Unaudited)				(Unaudited)
REVENUES		$	2,609			$	1,834
COST OF REVENUES			1,911				1,424
GROSS PROFIT			698				410
OPERATING EXPENSES:
General and administrative expenses			2,183				1,469
Total operating expenses			2,183				1,469
OPERATING LOSS			(1,485	)			(1,059	)
OTHER (EXPENSES) INCOME:
Interest income			5				7
Interest expense			—				(32	)
Other income (expense), net			(2	)			(3	)
Total other income (expense), net			3				(28	)
LOSS BEFORE PROVISION FOR INCOME TAXES			(1,482	)			(1,087	)
INCOME TAX BENEFIT			126				49
NET LOSS		$	(1,356	)		$	(1,038	)
OTHER COMPREHENSIVE LOSS:
Foreign currency translation adjustment			(4	)			(2	)
COMPREHENSIVE LOSS		$	(1,360	)		$	(1,040	)
LOSS PER SHARE:
Basic		$	(0.01	)		$	(0.01	)
Diluted		$	(0.01	)		$	(0.01	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES:
Basic			101,597,998				101,597,998
Diluted			101,597,998				101,597,998

 

 

 

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