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 September 2022
Commission File Number: 001-35016
TROOPS,
Inc.
21/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): ¨
Changes of Registrant’s Certifying Accountants
On September 7, 2022, the Board of Directors of TROOPS, Inc. (the
"Company") approved the dismissal of Yu Certified Public
Accountant, P.C ("Yu CPA") as the Company’s independent registered
public accounting firm, effective immediately.
Yu CPA’s reports on the financial statements of the Company for
each of the fiscal years ended December 31, 2020 and 2021 did not
contain an adverse opinion or disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting
principles. There were no disagreements between the Company and Yu
CPA on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which
disagreement(s), if not resolved to Yu CPA’s satisfaction, would
have caused Yu CPA to make reference to the subject matter of the
disagreements in their reports on the Company's consolidated
financial statements for such periods.
During the Company’s years ended December 31, 2020 and 2021 and
through September 7, 2022, there were no “reportable events”
(defined below) requiring disclosure pursuant to Item 16F(a)(1)(iv)
of Form 20-F. As used herein, the term “reportable event” means any
of the items listed in paragraphs (a)(1)(v)(A)-(D) of Item 16F of
Form 20-F.
The Company has provided Yu CPA with a copy of the foregoing
disclosures and has requested that Yu CPA review such disclosures
and provide a letter addressed to the Securities and Exchange
Commission (“SEC”) as specified by Item 16F(a)(3) of Form 20-F.
Attached as Exhibit 99.1 is a copy of Yu CPA’s letter addressed to
the SEC relating to the statements made by the Company in this
Report on Form 6-K.
On September 7, 2022, the audit committee of the board of directors
of TROOPS, Inc. (the “Company”) approved the appointment of WWC,
P.C. as the Company’s independent registered public accounting firm
to perform independent audit services for the year ended December
31, 2022.
During the
two fiscal years ended December 31, 2020 and 2021 and
through September 7, 2022, neither the Company nor
anyone on its behalf consulted WWC, P.C. regarding either (i) the
application of accounting principles to a specified transaction,
either completed or proposed, or on the type of audit opinion that
might be rendered on the consolidated financial statements of the
Company, and neither a written report nor oral advice was provided
to the Company that WWC, P.C. concluded was an important factor
considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement or a
reportable event as described above.
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). 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
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 the Company’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 the Company 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: September
9, 2022 |
By: |
/s/
Raleigh Siu Lau |
|
|
Raleigh Siu Lau |
|
|
President and Chief Executive Officer |
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