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 May 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): ¨

Entry into Material Definitive Agreement

On May 9, 2024, TROOPS, Inc. (the “Company”) entered into a sale and purchase agreement (the “Agreement”) with LIANTENG LIMITED (the “Vendor”), for the purchase of the entire issued and outstanding share capital of Riches Holdings Limited (“Riches Holdings”), a company incorporated under the laws of Cayman Islands, for the consideration of $13,400,000 (the “Consideration”). The Consideration shall be satisfied by the Company through the issurance of convertible promissory note (the “Note”) to the Vendor for the principal amount of $13,400,000. The Note was issued by the Company to the Vendor on May 9, 2024, with a Maturity Date of May 9, 2029. Upon completion of the Agreement, the Company will own the entire issued and outstanding share capital of Riches Holdings.

Riches Holdings holds several subsidiaries in Hong Kong and China. These subsidiaries provide various services, including i) financial and insurance advisory services in cooperation with licensed companies, ii) immigration consultation services on foreign immigration schemes, iii) overseas education advisory and application services, and iv) property agency services, by connecting clients to professional consultants through its mobile application. Riches Holdings, with its all-rounded services and strong client base, is expected to bring extensive synergy to the existing businesses of the Company.

The form of the Agreement is filed as Exhibit 99.1 to this Form 6-K and incorporated herein by reference. The form of the Note is filed as Exhibit 99.2 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 Note, 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 Sale and Purchase Agreement, dated May 9, 2024
99.2		Form of Convertible Promissory Note, dated May 9, 2024

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: May 10, 2024	By:	/s/ Raleigh Siu Lau
	Raleigh Siu Lau
	President and Chief Executive Officer

Exhibit 99.1

DATED THE 9^TH DAY OF MAY, 2024

LIANTENG LIMITED

as VENDOR

and

TROOPS, INC.

as PURCHASER

SALE AND PURCHASE AGREEMENT

Loeb & Loeb LLP

2206-19, Jardine House

1 Connaught Pl, Central

Hong Kong

TABLE OF CONTENTS

Clause		Page

1	Definitions and Interpretation	3

2	Sale and Purchase of the Sale Shares	6

3	Consideration	6

4	Conditions Precedent	6

5	Completion	8

6	Additional Agreements	8

7	Representations and Warranties	9

8	Covenants	13

9	Purchaser’s Right to Terminate	13

10	Pre-Completion Obligations and Conduct	14

11	Indemnification	14

12	Confidentiality	14

13	Costs	15

14	General	16

15	Notices	17

16	GOVERNING LAW	17

Schedule 1 Details of the Company	18

Schedule 2 Structure of the Company as at the date of this Agreement	19

Schedule 3 Pre-Completion Undertakings	20

Schedule 4 Form of Vendor Guarantee	21

Schedule 5 Form of Completion Confirmation Letter	24

Schedule 6 Form of Convertible Promissory Note	25

EXECUTION PAGE	26

Sale and Purchase Agreement

THIS AGREEMENT is made the 9^th day of May, 2024

BETWEEN:

(1)

LIANTENG LIMITED., a corporation duly organized and existing under the laws of British Virgin Islands with Company Number 2064323 and registered office at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the “Vendor”); and

(2)

TROOPS, Inc., a company incorporated under the laws of Cayman Islands, having its registered office at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (the “Purchaser”);

The Vendor and the Purchaer are referred to collectively as the “Parties”, individually as the “Party”.

WHEREAS:

(A)

Riches Holdings Limited, a company incorporated under the laws of Cayman Islands having its registered office at Harney Fiduciary (Cayman) Limited of 4^th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1002, Cayman Islands (the “Company”), has an authorised share capital of US$50,000.00 divided into 50,000 ordinary shares of US$1 per share, of which 50,000 shares are issued and outstanding as of the date of this Agreement. Further details of the Company are set out in Schedule 1 (Details of the Company).

(B)

As at the date of this Agreement, the Vendor is the legal and beneficial owners of the Sale Shares (as defined below), being the entire issued and outstanding share capital of the Company.

(C)

The Vendor has agreed to sell and the Purchaser has agreed to purchase the Sale Shares for an aggregate consideration of USD13,400,000, which shall be satisfied by the Purchaser through the issuance of a convertible promissory note, in substantially the form set out in Schedule 6 (the “Note”)

(D)

Upon Completion, the Purchaser will own the entire issued and outstanding share capital of the Company.

IT IS HEREBY AGREED AS FOLLOWS:

Definitions and Interpretation

1.1

In this Agreement where the context so admits, the following words and expressions shall have the following meanings:

“affiliates” means (a) in relation to an individual: (i) any relative, that is any issue, spouse, brother, sister or parent of that individual; and (ii) any company which is, or may be, directly or indirectly controlled by the individual, any issue, his spouse, his brother, sister or parent or any of them; and for this purpose a company is controlled by one or more persons if he or they are entitled (whether or not conditionally) to exercise more than fifty per cent (50%) of the voting rights in respect of it; and (b) in relation to a company, any subsidiary or holding company of that company and any subsidiary of such holding company, and any company in which such company or any such holding company holds or controls directly or indirectly not less than twenty per cent (20%) of the issued share capital, in each case from time to time and “affiliate” shall be construed accordingly;

Sale and Purchase Agreement

“Memorandum of and Articles Association” means the articles of association of the Company as amended from time to time;

“Assets” means, subject to the terms and conditions of this Agreement, right, title, interest and estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, including without limitation the Licence;

“Board” means the board of directors of the Company from time to time;

“Business Day” means a day on which commercial banks are open for business in Hong Kong (excluding Saturdays, Sundays and public holidays);

“Completion” means completion of the sale and purchase of the Sale Shares pursuant to Clause 5 (Completion);

“Condition” means a condition set out in Clause 4.1 and “Conditions” means all those conditions;

“Confidential Information” has the meaning ascribed to it in Clause 12.1;

“Directors” means a member of the Board from time to time, being the persons listed as directors of the Company in Schedule 1 (Details of the Company) at the time of signing this Agreement;

“Encumbrance” means any claim, charge, mortgage, pledge, security, lien, option, equity, power of sale, hypothecation or other third party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Material Adverse Effect” means an event, circumstance or effect that has a material adverse effect on the business, Assets, properties, results of operations or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole; provided that the following (or the effects thereof or resulting therefrom) shall be excluded (A) changes in generally accepted accounting principles in the United States or changes in the regulatory accounting requirements applicable to any industry in which the Company and its Subsidiaries operate, (B) changes in the financial or securities markets or general economic or political conditions in the United States, (C) changes (including changes of applicable law) or conditions generally affecting the industry in which the Company and its Subsidiaries operate and not specifically relating to or having a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, (D) acts of war, sabotage or terrorism or natural disasters involving the United States of America, (E) the announcement or consummation of the transactions contemplated by this Agreement, (F) any failure by the Company and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period and any changes in the trading price or trading volume of Shares, (G) any action taken (or omitted to be taken) at the request of the Purchaser or (H) any action taken by the Company or any of its Subsidiaries that is required, expressly contemplated or permitted pursuant to this Agreement.

“Ordinary Shares” means the ordinary shares of the Company that are designated “Ordinary Shares” with a par value of $1 each in the capital of the Company.

Sale and Purchase Agreement

“Pre-Completion Undertakings” means the undertakings listed out in Schedule 3 (Pre-Completion Undertakings);

“Purchaser’s Group” means the Purchaser and its affiliates from time to time;

“Sale Shares” means 50,000 Ordinary Shares of the Company, being the entire issued and outstanding share capital of the Company, which is legally and beneficially owned by the Vendor which the Vendor have agreed to sell to the Purchaser;

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Shareholder” means a shareholder of the Company;

“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at any time directly or indirectly owned by such Person.

“Surviving Provisions” means Clauses 1 (Definitions and Interpretation), 12 (Confidentiality), 13 (Costs), 13.2, 15 (Notices) and 16 (Governing Law);

“Tax” means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, asset values, turnover, added value or other reference said statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including, without limitation, social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and all penalties, charges, costs and interest relating thereto;

“Target Completion Date” means May 31, 2024 (or such other date as may be agreed between the Vendor and the Purchaser in writing);

“US$” or “US Dollars” means United States dollar, the lawful currency of the United States of America; and

“Representations and Warranties” means the representations and warranties set out in Clause 7 (Representation and Warranties) .

1.2

Unless the context otherwise requires:-

(a)

words in the singular include the plural, and vice versa;

(b)

words importing any gender include all genders; and

(c)

a reference to a person includes a reference to a body corporate and an unincorporated body of persons.

1.3

Where under this Agreement the day on which any act, matter or thing is to be done is a day other than a Business Day, such act, matter or thing shall be done on the immediately succeeding Business Day

Sale and Purchase Agreement

1.4

The headings to the clauses of this Agreement are for ease of reference only and shall be ignored in interpreting this Agreement.

1.5

Reference to a Clause, Sub-Clause or Schedule is to a clause, sub-clause or schedule (as the case may be) of or to this Agreement.

1.6

Reference to ordinances, statutes, legislation or enactments shall be construed as a reference to such ordinances, statutes, legislation or enactments as may be amended or re-enacted from time to time and for the time being in force.

1.7

The expressions the “Vendor” and the “Purchaser” shall, where the context permits include their respective successors, personal representatives and permitted assigns.

Sale and Purchase of the Sale Shares

Subject to and in accordance with the terms of this Agreement, the Vendor shall sell and transfer, and the Purchaser shall purchase the Sale Shares free from all Encumbrances and together with all rights attaching or accruing to them at Completion, including the right to receive all distributions and dividends as declared, paid or made in respect of the Sale Shares on or after Completion.

Consideration

3.1

The total consideration is equal to US$13,400,000 (the “Consideration”), which shall be satisfied by the Purchaser through the issuance of the Note to the Vendor pursuant to Clause 4.1(j).

3.1

The Note shall be in the principal amount of 13,400,000 United States Dollars (US$13,400,000) (the “Principal Amount”). The Principal Amount shall be equal to one hundred percent (100%) of the Consideration.

Conditions Precedent

4.1

Completion of this Agreement is conditional on the following Conditions having been satisfied (or waived by the Purchaser in writing) at or before 4:00 p.m. (Hong Kong time) on the Target Completion Date:

(a)

the representation and warranties as set out in Clause 7 remaining true and accurate and not misleading at Completion as if repeated at Completion and at all times between the date of this Agreement and Completion;

(b)

the Purchaser being satisfied upon inspection and investigation as to the financial, corporate, taxation and trading position of the Company, and the title of the Company to its Assets;

(c)

the performance and observance by the Vendor of all their undertakings and obligations under this Agreement;

(d)

the signed board resolutions of the Purchaser at which the directors of the Purchaser shall pass resolutions to approve this Agreement and the transactions contemplated hereunder or thereunder, including but not limited to the purchase of the Sale Shares from the Vendor;

(e)

the Vendor shall have delivered or cause to be delivered to the Purchaser the instrument(s) of transfer and the bought and sold notes of the Sale Shares duly executed by the Vendor as registered holder thereof in favour of the Purchaser or its nominee together with the related share certificate(s);

Sale and Purchase Agreement

(f)

the Vendor shall have delivered or cause to be delivered to the Purchaser a guarantee to be executed by the Vendor in favor of the Purchaser, in the form set out in Schedule 4;

(g)

the Vendor shall have delivered or cause to be delivered to the Purchaser all the certificates of incorporation, current business registration certificates, the Memorandum and Articles of Association, common seal, company chops, cheque books, current insurance policies, share register and share certificate book and all minute books and other statutory books and records of the Company and all other documents, contracts or agreements of the Company (including without limitation all permits, licenses and other authorisations necessary for the continued operation by the Company of the business which it currently conducts);

(h)

the Vendor shall have delivered or cause to be delivered to the Purchaser an original of the signed resolutions of the Directors of the Company at which the Directors shall pass resolutions to:

(i)

approve and authorize the execution and completion of this Agreement and the transactions contemplated hereunder or thereunder, including without limitation to the acquisition of the Sale Shares, the issuance of the Note to the Vendor and the performance of the obligations under this Agreement; and

(ii)

such waivers or consents as the Purchaser may require to enable the Purchaser to be registered as holders of the Sale Shares.

(i)

the Purchaser shall have delivered or cause to be delivered to the Vendor an original of the signed resolutions of the Directors of the Purchaser at which the Directors shall pass resolutions to:

(i)

approve and authorise the execution and completion of this Agreement and the transactions contemplated hereunder or thereunder, including without limitation to the acquisition of the Sale Shares, the issuance of the Note to the Vendor and the performance of the obligations under this Agreement;

(j)

the Purchaser shall have delivered or cause to be delivered to the Vendor the Note, duly signed and dated the date of delivery.

4.2

If, at any time, the Purchaser or the Vendor become aware of a fact or circumstance that might prevent a Condition being satisfied, it shall immediately give notice to the other Party of the matter. The Party will then investigate the matter to determine whether it may be reasonably expected to have a material adverse effect on the transactions contemplated hereunder. If the matter is not resolved to the reasonable satisfaction of the Purchaser, the Purchaser may then exercise its rights under Clause 4.3.

4.3

If any of the Conditions specified from Clause 4.1(a) to Clause 4.1(h) is not fulfilled (or waived by the Party in whose favour the Conditions are given in writing) at or before 4:00 p.m. (Hong Kong time) on the Target Completion Date or such other time and date as the Parties shall mutually agree, the Purchaser shall be entitled to:

(a)

terminate this Agreement by notice in writing to the Vendor (whereupon this Agreement shall become null and void and of no further effect), without prejudice to the rights accrued to the Parties prior to such termination; or

Sale and Purchase Agreement

(b)

if it in its sole discretion so elects, proceed to Completion, without prejudice to its rights, claims and remedies under this Agreement (including without limited to any rights, claims or remedies against the Vendor for any breach of the Representation and Warranties or non-fulfilment of any obligations).

Completion

5.1

Completion shall take place on the Target Completion Date on or before 4:00 p.m. (Hong Kong Time) (or such date, time or place as agreed in writing by the Parties), when the following business will be simultaneously transacted:

5.1.1

At Completion, the Vendor shall deliver or cause to be delivered to the Purchaser:

(a)

a completion confirmation letter to be executed by the Vendor, in the form set out in Schedule 5.

5.1.2

At Completion, the Purchaser shall deliver or cause to be delivered to the Vendor:

(a)

a completion confirmation letter to be executed by the Purchaser, in the form set out in Schedule 5.

5.1.3

If any of the provisions of this Clause 5 (Completion) are not fully complied with or on the Target Completion Date, notwithstanding any other provision in this Agreement, the Vendor and the Purchaser shall not be obliged to complete the sale and purchase of the Sale Shares and may, in its absolute discretion, by written notice to the other Party before or on the Target Completion Date be entitled (in addition to and without prejudice to all other rights or Completion, the Purchaser shall deliver to the Vendor an original of the signed resolutions of the remedies available to the such Party including the right to claim damages) to:

(a)

without prejudice to such Party’s rights under this Agreement (including the Representation and Warranties), effect Completion so far as practicable having regard to any defaults which may have occurred;

(b)

defer Completion to a date not more than thirty (30) days after the Target Completion Date, in which case the foregoing provisions of this Clause 5.1.3 shall apply to Completion as so deferred; or

(c)

terminate this Agreement (other than the Surviving Provisions) and, save and except an obligation by the Vendor to refund the Cash Consideration, no party shall have any claim of any nature whatsoever against any other party under this agreement (save in respect of any rights and liabilities of the parties which have accrued before termination or in relation to any of the Surviving Provisions).

Additional Agreements

6.1

The Vendor understands and agrees that the conversion of the Note into equity securities of the Purchaser may require Vendor’s execution of certain documents relating to the purchase and sale of such securities as well as any rights relating to such equity securities and agrees to promptly execute such documents upon reasonable request of the Purchaser.

6.2

In the event of certain events such as stock splits, distributions, stock dividends, recapitalizations, reorganizations, acquisitions, or reverse stock splits, the price at conversion of the Note and the securities to be acquired on conversion of the Note is subject to adjustment, such adjustment shall negotiated in good faith by the Parties.

Sale and Purchase Agreement

Representations and Warranties

7.1

The Vendor represents and warrants to the Purchaser that:

(a)

The Company has been duly incorporated, is validly existing as a company in good standing under the laws of the Cayman Islands, has the corporate power and authority to own its property and to conduct its business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to be have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Each Subsidiary of the Company has been duly incorporated or formed, is validly existing as a company in good standing under the laws of the jurisdiction in which it was formed, has the corporate power and authority to own its property and to conduct its business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to be have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.

(b)

This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

(c)

The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law or the memorandum and articles of incorporation of the Company or any agreement or other instrument binding upon the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any Subsidiary, other than any contravention that would not have, or reasonably be expected to have, a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or on the ability of the Company to perform its obligations and consummate the transactions contemplated by this Agreement.

(d)

No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, other than 1. compliance with any applicable requirements of any applicable securities laws, and 2. any consent, approval, actions or filings the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or a material adverse effect on the ability of the Company to perform its obligations and consummate the transactions contemplated by this Agreement.

(e)

The Sale Shares have been duly authorized and, when issued and delivered to and paid for by the Purchaser in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, will be sold free and clear of any pledge, lien, security interest, Encumbrance, claim or equitable interest, and the issuance of such Shares will not be subject to any preemptive or similar rights except for restrictions under this Agreement and the Investor Rights Agreement.

Sale and Purchase Agreement

(f)

As of the date of delivery of the Note pursuant to Clause 4.1(j), the authorized share capital of the Company consists of 50,000 Ordinary Shares, divided into US$1 per Ordinary Shares.

(g)

Since the date of this Agreement, no event or circumstance has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any fact which would reasonably lead a creditor to do so.

(h)

There are no claims, suits, investigation, actions or proceedings pending or, to the Vendor’s knowledge, threatened against the Company or any of its Subsidiaries or, to the best of the knowledge of the Company, any of their respective directors, officers or properties before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated by this Agreement or which would reasonably be expected, to have, individually or in the aggregate, a Material Adverse Effect.

(i)

To the Vendor’s best knowledge, the Company and each of its Subsidiaries have conducted their businesses in compliance with all applicable laws, regulations and applicable stock exchange requirements, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries have all permits, licenses, authorizations, orders and approvals of, and have made all filings, applications and registrations with, any Governmental Entities that are required in order to carry on their business as presently conducted, except where the failure to have such permits, licenses, authorizations, orders and approvals or the failure to make such filings, applications and registrations, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current, except where such failure to be in full force and effect, suspension or cancellation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(j)

The Company and its Subsidiaries have rights to all properties and to all Assets necessary to conduct the business now operated by them in each case free from restrictions that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them and any real property or building held under lease by the Company or any of its Subsidiaries are held by it under valid, existing and enforceable leases, in each case, except to the extent where such failure would not reasonably be expected to have a Material Adverse Effect.

(l)

To the Vendor’s knowledge, the Company owns or possesses sufficient legal rights including but not limited to trade secrets, licenses, trade mark, confidential information and proprietary rights, all copyrights and all patents and patent rights, as are necessary to the conduct of the business as now conducted or presently proposed to be conducted by the Company and its Subsidiaries, without any known conflict with, or known infringement of, the rights of others, in each case, except to the extent where such failure would not reasonably be expected to have a Material Adverse Effect.

(m)

There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

Sale and Purchase Agreement

(n)

The Vendor is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the Securities Act) and is not acquiring the equity securities of the Purchaser issuable upon conversion or exercise of the Note thereof (collectively, the “Securities”) for the account or benefit of a U.S. person. Vendor will not, within six (6) months of the date of the transfer of any Securities to the Vendor, (i) make any offers or sales of the Securities in the United States or to, or for the benefit of, a U.S. person (in each case, as defined in Regulation S) other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act, or (ii) engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act. Neither the Vendor nor any of the Vendor’s affiliates or any person acting on its or their behalf has engaged or will engage in directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and all such persons have complied and will comply with the offering restriction requirements of Regulation S in connection with the offering of the Securities outside of the United States.

(o)

Vendor is aware of the Purchaser’s business affairs and financial condition and has acquired sufficient information about the Purchaser to reach an informed and knowledgeable decision to acquire the Securities. Vendor acknowledges and understands that any investment in the Purchaser is highly speculative and subject to a high degree of risk which could result in the loss of Vendor’s entire investment. Vendor acknowledges that it has had the opportunity to review all reports, schedules, forms, statements and other documents required to be filed by the Purchaser under the Securities Act and the Securities Exchange Act of 1934, as amended, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Purchaser was required by law or regulation to file such material) and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Purchaser concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Purchaser and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Purchaser possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

(p)

Vendor understands that the Securities have not been, and may not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Vendor’s representations as expressed herein. Vendor understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Vendor must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Vendor acknowledges that the Purchaser has no obligation to register or qualify the Securities for resale. Vendor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Purchaser which are outside of Vendor’s control, and which the Purchaser is under no obligation and may not be able to satisfy.

Sale and Purchase Agreement

(q)

Vendor understands that the Securities, and any securities issued in respect thereof or exchange therefor, may bear one or all of the following legends:

(I)

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF INVESTOR COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.”

(II)

Any legend required by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended.

(r)

Vendor hereby represents that it has satisfied itself as to the full observance by the Vendor of the laws of its jurisdiction applicable to the Vendor in connection with the purchase of the Securities or the execution and delivery by the Vendor of this Agreement and the Note, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to the purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to Vendor‘s purchase, holding, redemption, sale, or transfer of the Securities. Vendor’s subscription and payment for, and continued beneficial ownership of, the Securities will not violate any securities or other laws of the Vendor’s jurisdiction applicable to the Vendor.

The Vendor is an “accredited investor” as defined in Regulation D under the Securities Act.

(s)

The Vendor understands that no public market exists for the Notes, and that there is no assurance that a public market will ever develop for the Notes.

(t)

The offer to issue the Notes to the Vendor was directly communicated to the Vendor, and at no time was the Vendor presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

(u)

Vendor has not engaged any brokers, finders or agents, and the Company has not, nor will, incur, directly or indirectly, as a result of any action taken by Vendor, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement.

7.2

The Purchaser represents and warrants to the Vendor that:

(a)

The Purchaser has been duly incorporated, is validly existing as a company in good standing under the laws of the Cayman Islands, has the corporate power and authority to own its property and to conduct its business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to be have a material adverse effect on the Purchaser and its Subsidiaries, taken as a whole.

Sale and Purchase Agreement

(b)

This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of the Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

(c)

The execution and delivery by the Purchaser of, and the performance by the Purchaser of its obligations under, this Agreement will not contravene any provision of applicable law, the organizational documents of the Purchaser, other instrument binding upon the Purchaser or any of its Subsidiaries, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Purchaser or any Subsidiary, other than any contravention that would not have, or reasonably be expected to have, a material adverse effect on the Purchaser and its Subsidiaries, taken as a whole, or on the ability of the Purchaser to perform its obligations and consummate the transactions contemplated by this Agreement.

(d)

No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by the Purchaser of its obligations under this Agreement, other than (i) compliance with any applicable requirements of any applicable securities laws, and (ii) any consent, approval, actions or filings the absence of which would not have, or reasonably be expected to have, a material adverse effect on the Purchaser and its Subsidiaries, taken as a whole, or on the ability of the Purchaser to perform its obligations and consummate the transactions contemplated by this Agreement.

(e)

There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Purchaser or any of its Subsidiaries who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

Covenants

8.1

On the date hereof or promptly thereafter, the Purchaser and the Vendor may issue a press release and the Purchaser may furnish a current report on Form 6-K to the SEC which exhibits such press release. The Purchaser shall also be entitled to file a copy of this Agreement as an exhibit to its annual report on Form 20-F. The Purchaser shall be entitled to file a copy of this Agreement as an exhibit to its statement on Schedule 13D filed with the SEC with respect to the transactions contemplated hereunder to the extent required by applicable law. No other written public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Purchaser without the prior written consent of the other party, in which case the Company and the Purchaser shall issue such public release or announcement jointly, except as such release or announcement may be required by law or the rules or regulations of any securities exchange, in which case the Company or the Purchaser, as applicable, shall allow the other party reasonable time to comment on such release or announcement in advance of such issuance.

8.2.

Each of the Purchaser and the Vendor shall use commercially reasonable efforts to take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement.

Purchaser’s Right to Terminate

9.1

If at any time before Completion any fact, matter or event (whether existing or occurring on or before the date of this Agreement or arising or occurring afterwards) comes to the notice of the Purchaser which:

(a)

constitutes a breach by the Vendor of this Agreement (including without limitation, any breach of the pre-Completion undertakings in Schedule 3 (Pre-Completion Undertakings)); or

Sale and Purchase Agreement

(b)

would constitute a breach of any Representation and Warranty, if the Representations and Warranties were given on or at any time before Completion by reference to the facts and circumstances then existing;

then the Purchaser may by written notice given to the Vendor at any time before Completion terminate this Agreement (other than the Surviving Provisions) in which case no Party shall have any claim of any nature whatsoever against any other Party under this Agreement (save in respect of any rights and liabilities of the Parties which have accrued before termination or in relation to any of the Surviving Provisions).

9.2

The Vendor undertakes to disclose promptly to the Purchaser in writing any breach, matter, event, condition, circumstance, fact or omission of which The Vendor becomes aware that may give rise to a right of termination under Clause 4.3.

Pre-Completion Obligations and Conduct

During the period from the date of this Agreement to Completion, the Vendor shall comply with and shall procure that the Company and, to the extent within the control of the Company complies with their respective obligations set out in Schedule 3 (Pre-Completion Undertakings).

Indemnification

11.1

The Vendor (as the “Indemnifying Party”) shall indemnify, defend and hold the Purchaser and the Purchaser’s Group and the respective officers, directors and employees of each of the foregoing (each, an “Indemnified Party”) harmless from and against any and all losses, damages, liabilities, claims, lawsuits, proceedings, cost and expenses, fines and penalties, including legal fees and interest (including the fees, disbursements, charges of lawyers and other expenses incurred by the Indemnified Party in any action between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party in connection with any investigation or evaluation of a claim or otherwise, and including any diminution in value of the shares purchased hereunder) incurred by the Indemnified Party in connection with or arising from: (a) any breach of or inaccuracy in any representation or warranty of the Indemnifying Party contained in this Agreement (including but not limited to the Representations and Warranties); and (b) any failure by the Indemnifying Party to perform any of its covenants or agreements under this Agreement.

11.2

The Purchaser shall indemnify, defend and hold the Vendor harmless from and against any and all losses, damages, liabilities, claims, lawsuits, proceedings, cost and expenses, fines and penalties, including legal fees and interest incurred by the Vendor in connection with or arising from any failure by the Purchaser to complete the purchase of the Sale Shares in accordance with the provisions of this Agreement.

Confidentiality

12.1

Each Party undertakes that it shall treat as strictly confidential, and shall procure that its subsidiaries and holding companies and its shareholders, directors, officers, representatives, agents, employees and advisers treat as strictly confidential, all information (whether oral, graphic, written or in electronic form) which it receives or obtains as a result of entering into or performing this Agreement or which any Party has received in relation to any other Party (the “Confidential Information”), including, without limitation:

(a)

any information received or held by any Party where such information relates to the other Party and its affiliates;

Sale and Purchase Agreement

(b)

information relating to the provisions and subject matter of this Agreement;

(c)

information relating to the existence of this Agreement and their respective purposes; and

(d)

information relating to the negotiations leading up to this Agreement, including any information relating to or in respect of any negotiations and communications between the Parties after the date of this Agreement.

If this Agreement ceases to have effect for whatever reason, each Party undertakes to return to the other Party all Confidential Information which have been provided to the other Party and its affiliates in connection with this Agreement. Each Party shall not, and shall procure that its subsidiaries and holding companies and the respective directors, officers, representatives, agents, employees and advisers shall not, use for its own business purpose or disclose to any third party any Confidential Information without the prior written consent of the other Party.

12.2

The restrictions contained in Clause 12.1 shall not apply so as to prohibit disclosure or use of any information if and to the extent:

(a)

the disclosure or use is required by law or regulatory body pursuant to roles to which the Parties or their respective affiliates are subject;

(b)

the disclosure is made by a Party to its directors, officers, representatives, agents, employees or advisers for purposes relating to this Agreement on terms that such directors, officers, representatives, agents, employees or advisers undertake to comply with the provisions of Clause 12.1 in respect of such information as if they were a party to this Agreement;

(c)

the information becomes publicly available (other than by a breach of this Agreement);

(d)

the other Party has given prior written consent to the disclosure or use; or

(e)

the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any document referred to herein,

provided always that prior to disclosure or use of any information pursuant to Clause 12.2(a), the Party shall promptly notify the Purchaser of such requirement and shall consult with the other Party where feasible and give due consideration to its reasonable requirements before complying with such requirement.

12.3

Without prejudice to any other rights or remedies which either Party may have, each Party acknowledges and agrees that damages may not be an adequate remedy for any breach of this Clause 12 (Confidentiality) and the remedies of injunction, specific performance and other equitable relief are appropriate for any threatened or actual breach of any such provision and no proof of special damages shall be necessary for the enforcement of the rights under this Clause 12 (Confidentiality).

Costs

13.1

Each Party shall pay its own costs in connection with the negotiation, preparation, execution and implementation of this Agreement and any other matters in connection therewith.

Sale and Purchase Agreement

13.2

The ad valorum stamp duty payable on the transfer of the Sale Shares shall be borne equally between the Purchaser and the Vendor.

General

14.1

This Agreement shall be binding upon and inure for the benefit of the assigns and successors of the Parties.

14.2

No Party may assign this Agreement or any of its rights and/or transfer any of its obligations under this Agreement to any third party without the prior written consent of the other Party.

14.3

This Agreement (together with the other documents referred to herein) constitute the whole agreement between the Parties relating to the subject matter of this Agreement and supersedes any previous agreements and arrangements between them relating to the subject matter of this Agreement (and any other the other documents referred to herein).

14.4

No variations of this Agreement shall be effective unless made in writing signed by duly authorised representatives of the Vendor and the Purchaser.

14.5

All of the provisions of this Agreement shall remain in full force and effect notwithstanding Completion (except insofar as they set out obligations which have been fully performed at Completion).

14.6

If any provision or part of a provision of this Agreement shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

14.7

Any right of rescission conferred upon a Party hereby shall be in addition to and without prejudice to all other rights and remedies available to it (and, without prejudice to the generality of the foregoing, shall not extinguish any right to damages to which such Party may be entitled in respect of the breach of this Agreement) and no exercise or failure to exercise such a right of rescission shall constitute a waiver by such Party of any such other right or remedy.

14.8

No failure of a Party to exercise, and no delay or forbearance in exercising, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of ouch right or remedy.

14.9

At any time after the date of this Agreement, each Party shall, and shall use all reasonable endeavours to procure (to the extent it is legally or contractually entitled to do so that any necessary third party shall, execute such documents and do such acts and things as the other Party may reasonable require for the purpose of giving to such Party the benefit and provisions of this Agreement.

14.10

This Agreement may be executed in one or more counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart and each such counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same instrument.

14.11

For avoidance of doubt, the Purchaser is only obliged to complete the purchase of the Sale Shares when both Vendor fully comply with their obligations pursuant to this Agreement.

14.12

Any date or period mentioned in any clause may be extended by mutual agreement between the Parties, but, as regards any date or period originally fixed or any date or period so extended as aforesaid, time shall be of the essence.

Sale and Purchase Agreement

Notices

15.1

Any notice or other communication in connection with this Agreement shall be in writing in English (a “Notice”) and shall be sufficiently given or served if delivered or sent:

To the Vendor:

Address:

[*]

Attention :

LIANTENG LIMITED

To the Purchaser:

Address:

Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong

Attention:

TROOPS, Inc.

or to such other address or fax number as the relevant Party may have notified to the other Parties in writing in accordance with this Clause 15 (Notices).

15.2

Unless there is evidence that it was received earlier, a Notice is effective when:

(a)

delivered personally, when left at the address referred to in Clause 15.1;

(b)

sent by prepaid registered post or courier, two (2) Business Days after posting it;

(c)

sent by air mail, five (5) Business Days after posting it; and

(d)

sent by fax, when confirmation of its transmission has been recorded by the sender’s fax machine.

GOVERNING LAW

16.1

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.

Sale and Purchase Agreement

Schedule 1

Details of the Company

1.	Name:	Riches Holdings Limited

2.	Company number:	357326

3.	Address of registered office:	Harney Fiduciary (Cayman) Limited of 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1002, Cayman Islands

4.	Date and place of incorporation:	November 14, 2019, Cayman Islands

5.	Authorised share capital:	US$50,000.00

6.	Directors:	[*]

7.	Secretary:	[*]

8.	Legal and beneficial shareholders:	LIANTENG LIMITED

Sale and Purchase Agreement

Schedule 2

Structure of the Company as at the date of this Agreement

Sale and Purchase Agreement

Schedule 3

Pre-Completion Undertakings

The Vendor, being the holder of the entire issued and outstanding share capital of the Company,agree from the date of this Agreement until Completion:

(a)	the Vendor shall not sell, transfer, or dispose of any interest in the Sale Shares;

(b)	the Vendor shall not create or attempt or agree to create or permit to arise or exist (i) any Encumbrance over all or any part of the Sale Shares or Assets or otherwise assign, deal with or dispose of all or any part of the Sale Shares or Assets; and (ii) grant in favour of any other person any interest in or any option or other rights in respect of the Sale Shares or Assets;

(c)	that no share or loan capital or other security is created, issued or allotted or agreed to be created, issued or allotted by the Company and that no option over or other right to subscribe for any share or loan capital or other security is granted by the Company;

(d)	there shall be no declaration, authorisation, making or payment of a dividend or other distribution (whether in cash, stock or in kind) by the Company nor any reduction of the Company’s paid-up share capital;

(e)	the Company shall not give any guarantee, indemnity, surety or security;

(f)	the Company (and its respective directors and officers) shall comply with all applicable laws and regulations;

(g)	the Company shall not dispose of the ownership, possession, custody or control of any corporate or other books or records;

(h)	the Company shall not compromise, settle, release, discharge or compound any material civil, criminal, arbitration or other proceedings or any material liability, claim, action, demand or dispute or waive any right in relation to any of the foregoing;

(i)	the Company shall not release, compromise or write off any material amount recorded in the books of account of the Company;

(j)	the Company shall not purchase, take on lease or assume possession of any real property;

(k)	the Company shall not extend any credit, or loan any amounts to any party (including, without limitation, to the Vendor or to their affiliates or loan any amounts to any Director or Shareholder);

(l)	the Company shall not make any payments to the Vendor or to their affiliates, except salary, bonus or agreed sales incentive in amounts agreed with the Purchaser in writing;

(m)	not do, allow or procure, and shall ensure that the Company shall not do, allow or procure, any act or omission which would constitute or give rise to a breach of any Representation and Warranty if the Representations and Warranties were repeated at any time before Completion by reference to the facts and circumstances then existing as if references in the Representations and Warranties to the date of this Agreement were references to the relevant date;

(n)	the Company shall not grant any consent or waiver or enter into any agreement or undertaking with any persons in respect of its interest in associated companies unless directed to do so in writing by the Purchaser;

(o)	Notwithstanding the foregoing, the Company may engage in any transaction necessary to bring the Company in compliance with its representations and warranties in Clause 7, Representations and Warranties.

Sale and Purchase Agreement

Schedule 4

Form of Vendor Guarantee

Date:                  , 2024

In consideration of TROOPS, Inc. (the “Purchaser”) entering the Sales and Purchase Agreement dated May 9, 2024 (the “Agreement”), LIANTENG LIMITED (the “Vendor”) hereby guarantees unconditionally and irrevocably to the Purchaser:

The due and punctual performance and observance by the Vendor of all the undertakings of the Vendor under or pursuant to or in connection with the Agreement (as any of such obligations and liabilities may from time to time be varied, extended, increased or replaced), including but not limited to, the Pre-Completion Undertakings under Schedule 3 of the Agreement. As an independent and primary obligation and without prejudice to the rest of the Agreement, the Vendor undertakes to keep the Purchaser fully indemnified against all liabilities, losses, proceedings, claims, damages, costs and expenses of whatever nature which it may suffer or incur as a result of any failure or delay by the Vendor in the performance of any such undertakings.

If any obligation or liability of the Vendor contained in this Vendor Guarantee is not or ceases to be valid or enforceable against the Vendor (in whole or in part) on any ground whatsoever (including, but not limited to, any defect in or want of powers of that Vendor or irregular exercise of such powers, or any lack of authority on the part of any person purporting to act on behalf of that Vendor, or any legal or other limitation, disability or incapacity of that Vendor or that Vendor taking steps to enter into or entering into bankruptcy, liquidation, administration or insolvency, or any other step being taken by any person with a view to any of those things), the Vendor shall nevertheless be liable to the Purchaser in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Purchaser were the principal debtor in respect thereof.

The liability of the Vendor under this Vendor Guarantee shall not be discharged or affected in any way by:

3.1

Riches Holdings Limited (the “Company”) or any other person compounding or entering into any compromise, settlement or arrangement with the Vendor, any co-guarantor or any other person; or

3.2

the Purchaser granting any time, indulgence, concession, relief, discharge or release to the Vendor; or

3.3

the amalgamation, merger, reconstruction, insolvency, receivership, administration or winding up of the Vendor or any change in the Company’s or the Vendor’s constitution or any change in the ownership of either of them; or

3.4

any other matter or thing which, but for this provision, might exonerate or affect the liability of the Vendor.

The Purchaser shall not be obliged to take any steps to enforce any rights or remedy against the Vendor or other person before enforcing this Vendor Guarantee.

Sale and Purchase Agreement

The Vendor, being the holder of the entire issued and outstanding share capital of the Company, warrants to the Purchaser that:

5.1

it has the power to execute, deliver and perform its obligations under the Vendor Guarantee and no limitation on the powers of the Vendor will be exceeded as a result of entering into this Vendor Guarantee;

5.2

As of the Target Completion Date, as defined in the Agreement, the authorized share capital of the Company consists of US$50,000.00, US$50,000.00 divided into 50,000 ordinary shares of US$1 per share, of which 50,000 shares are issued and outstanding.

5.3

5.4

There are no claims, suits, investigation, actions or proceedings pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries or, to the best of the knowledge of the Company, any of their respective directors, officers or properties before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated by this Agreement or which would reasonably be expected, to have, individually or in the aggregate, a Material Adverse Effect.

5.5

To the Company’s best knowledge, the Company and each of its Subsidiaries have conducted their businesses in compliance with all applicable laws, regulations and applicable stock exchange requirements, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries have all permits, licenses, authorizations, orders and approvals of, and have made all filings, applications and registrations with, any Governmental Entities that are required in order to carry on their business as presently conducted, except where the failure to have such permits, licenses, authorizations, orders and approvals or the failure to make such filings, applications and registrations, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current, except where such failure to be in full force and effect, suspension or cancellation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Sale and Purchase Agreement

5.6

To the Company’s knowledge, the Company owns or possesses sufficient legal rights including but not limited to trade secrets, licenses, trade mark, confidential information and proprietary rights, all copyrights and all patents and patent rights, as are necessary to the conduct of the business as now conducted or presently proposed to be conducted by the Company and its Subsidiaries, without any known conflict with, or known infringement of, the rights of others, in each case, except to the extent where such failure would not reasonably be expected to have a Material Adverse Effect.

5.7

5.8

The Sale Shares, as defined in the Agreement, have been duly authorized and, when issued and delivered to and paid for by the Purchaser in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, will be sold free and clear of any pledge, lien, security interest, Encumbrance, claim or equitable interest, and the issuance of such Shares will not be subject to any preemptive or similar rights except for restrictions under this Agreement and the Investor Rights Agreement

VENDOR


SIGNED by:
Position:

Sale and Purchase Agreement

Schedule 5

Form of Completion Confirmation Letter

Completion Confirmation Letter

Date: May 31, 2024

Pursuant to clause 5 – Completion of the Sale and Purchase Agreement dated May 9, 2024 (the “Agreement”), entered into between LIANTENG LIMITED (“Vendor”) and TROOPS, Inc. (“Purchaser”, and together with the Vendor, collectively “Parties”), in relation to the sale and purchase of entire issued and outstanding share capital of Riches Holdings Limited, a company incorporated under the laws of Cayman Islands having its registered office at Harney Fiduciary (Cayman) Limited of 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY1-1002, Cayman Islands, Completion shall occur on the Target Completion Date, which is May 31, 2024 (or such other date as may be agreed between the Vendor and the Purchaser in writing).

The Parties hereby agree and confirm that as of the date of this Completion Confirmation Letter, clause 4- Conditions Precedent and clause 5- Completion of the Agreement has been satisfied and complied with, and Completion of the Agreement has taken place.

Vendor:


for and on behalf of
LIANTENG Limited


Purchaser:


for and on behalf of
TROOPS, Inc.

Sale and Purchase Agreement

Schedule 6

Form of Convertible Promissory Note

Sale and Purchase Agreement

EXECUTION PAGE

IN WITNESS WHEREOF the parties hereto have executed this agreement on the date first above written.

VENDOR

SIGNED by	)
	)
	)
for and on behalf of	)
LIANTENG LIMITED	)
	)
in the presence of:	)
	)

PURCHASER

SIGNED by	)
	)
	)
for and on behalf of	)
TROOPS, Inc.	)
	)
in the presence of:	)
	)

Share Sale and Purchase Agreement (Execution Page)

Exhibit 99.2

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

ISSUE DATE: ______________, 2024
PRINCIPAL AMOUNT: US$13,400,000

TROOPS, INC.

CONVERTIBLE PROMISSORY NOTE

THIS Note is a duly authorized issuance of a promissory note (the “Note”) in the amount of US$13,400,000 of TROOPS, Inc., a company incorporated under the laws of Cayman Islands, having its registered office at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (the “Company”).

FOR VALUE RECEIVED, the Company promises to pay to LIANTENG LIMITED, a corporation duly organized and existing under the laws of British Virgin Islands with Company Number 2064323 and registered office at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands, who is the registered holder hereof (the “Holder”), the principal sum of 13,400,000 US Dollars (US$13,400,000) on ________________, 2029 (the “Maturity Date”). The principal of this Note is payable in United States dollars, at the address last appearing on the Company’s note register of the Company as designated in writing by the Holder. The Company will pay the outstanding principal amount of this Note in cash on the Maturity Date to the Holder or its permitted assigns. The forwarding of such wire transfer shall constitute a payment hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer plus any amounts so deducted. This Note is issued in connection with the certain sale and purchase agreement dated May 9, 2024 between the Company and the Holder (the “Sale and Purchase Agreement”).

This Note is subject to the following additional provisions:

1.              Certain Definitions. For purposes of this Agreement:

(a)            “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly or indirectly either to vote 10% or more of the Ordinary Shares having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(b)            “Attribution Parties” means , collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Ordinary Shares would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.

(c)            “Current Market Price” means the Trading Price on the latest complete Trading Day prior to the Conversion Date.

(d)            “LOI” means the Letter of Intent dated January 24, 2024 entered into between the Company and the Holder.

(e)            “Trading Price” means, for any security as of any date, the closing price of such security on the principal securities exchange or trading market where such security is listed or traded. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder.

(f)            “Trading Day” shall mean any day on which the Ordinary Share is tradable for any period on the principal securities exchange or other securities market on which the Ordinary Share is then being traded.

2.              Exchange of Note. The Note is exchangeable for an equal aggregate principal amount of note of different authorized denominations, each containing identical terms as this Note (except for the principal amounts thereof) as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange. This Note may be repaid at any time without any prepayment penalty.

3.              Conversion Right. Subject to the provisions of clause 4 below, the Holder of this Note is entitled any time prior to the 5th year anniversary of the Issue Date to convert (the “Conversion”):

(a)            the complete principal amount of this Note into the Company’s ordinary shares, par value $0.004 per share (the “Ordinary Shares”) at the Trading Price on the latest complete Trading Day prior to the date of the LOI multiplied by eighty percent (80%) (“Option A Conversion Price”); or

(b)            a portion of the non-converted principal amount of this Note into the Company’s Ordinary Shares at the Current Market Price multiplied by eighty (80%) (“Option B Conversion Price”, and together with Option A Conversion Price, the “Conversion Price”).

4.             Limitations on Conversions.

a.             the Current Market Price at the time of Conversion shall be not less than $1 per Ordinary Share (the “Floor Price”). Should the Current Market Price at the time of Conversion be less than the Floor Price, the Conversion shall be effected at the Floor Price; and

b.            The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to the Conversion, the Holder together with other Attribution Parties collectively would beneficially own equal to or in excess of twenty percent (20%) (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion.

For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred shares or warrants, beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Clause 4(b). For purposes of this Clause 4(b), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. For purposes of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Clause 4(b) to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written (which may be an e-mail) or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the excess shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 19% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert this Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Clause 4(b) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Clause 4(b) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Note

5.             Procedure for Conversion. Conversion shall be effectuated by surrendering the Note to the Company, accompanied by or preceded by email or other delivery to the Company, by email to the Company at ir@troops.co, of the form of conversion notice attached hereto as Exhibit A (the “Notice of Conversion”) executed by the Holder evidencing such Holder’s intention to convert all of the Note or a specified portion hereof. No fractional Ordinary Share or scrip representing fractions of Ordinary Shares will be issued on conversion, but the number of Ordinary Shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the “Conversion Date”) shall be deemed to be the date on which the Holder emails the Notice of Conversion, duly executed, to the Company. Certificates representing Ordinary Shares upon conversion will be delivered within thirty (30) business days from the Conversion Date (“Delivery Date”).

6.             Delivery of Ordinary Shares. The Company shall endeavor to effect delivery of the Ordinary Shares pursuant to the terms of the Notice of Conversion, by close of business on the Delivery Date. If the Company fails to deliver such Ordinary Shares to the Holder by such time, and unless such failure is due to causes beyond the Company’s reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion.

7.             Alternative Delivery of Ordinary Shares. In lieu of delivering physical certificates representing the Ordinary Shares issuable upon conversion, provided the Company’s Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefore do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Ordinary Share issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

8.             Bankruptcy or Insolvency. The Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement of any case under 11 U.S.C. §101 et seq., or any other similar insolvency law applicable to and having jurisdiction over the Company (collectively, the “Bankruptcy Laws”). In the event the Company is a debtor under any Bankruptcy Laws, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under such Bankruptcy Laws in respect of the Holder’s conversion rights. The Company hereby waives, to the fullest extent legally permitted, any rights to relief it may have under the Bankruptcy Laws in respect of the conversion of the Note.

9.             Securities Act of 1933. This Note has been issued subject to investment representations of the Holder which are set forth in the Sale and Purchase Agreement and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the “Act”), and other applicable state and foreign securities laws. In the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company’s Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary. The Holder of this Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the Ordinary Share issuable upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.

10.            Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties consents to the jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. Each of the parties hereby waives the right to a trial by jury in connection with any dispute arising under this Note.

11.            Events of Default. The following shall constitute an “Event of Default”:

a.             The Company shall default in the payment of principal on this Note and same shall continue for a period of fifteen (15) business days; or

b.             Any of the representations or warranties made by the Company herein, in any certificate or financial or other written statements heretofore or hereafter furnished by the Company in connection with the execution and delivery of this Note shall be false or misleading in any material respect at the time made; or

c.             The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of any Note and such failure shall continue uncured for a period of fifteen (15) business days after written notice from the Holder of such failure; or

d.             The Company fails to authorize or to cause its Transfer Agent to issue the Ordinary Shares upon exercise by the Holder through a Notice of conversion in accordance with the terms of this Note, fails to transfer or to cause its Transfer Agent to transfer any certificate for Ordinary Shares issued to the Holder upon conversion of this Note and when required by this Note, and such transfer is otherwise lawful, or fails to remove any restrictive legend on any certificate or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful, as and when required by this Note, and any such failure shall continue uncured for fifteen (15) business days; or

e.             The Company shall (1) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (2) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or

f.             A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

g.             Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or

h.             Any money judgment, writ or warrant of attachment, or similar process in excess of Fifty Thousand (US$50,000) US Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty (30) days or in any event later than five (5) business days prior to the date of any proposed sale thereunder; or

i.              Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding; or

j.              The Company shall have its Ordinary Shares suspended or delisted from an exchange from trading for in excess of fifteen (15) trading days; then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder’s sole discretion, the Holder may consider all obligations under this Note immediately due and payable within ten (10) business days of notice, without presentment, demand, protest or notice of any kinds, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law.

12.            No Right to Dividends. Nothing contained in this Note shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated:_____________, 2024

TROOPS, Inc.

By:
	Name:
	Title:

EXHIBIT A - NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the Note issued on ___________, 2024 of TROOPS, Inc., a corporation duly organized and existing under the laws of Cayman Islands with Company Number 191444 and registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands (the “Company”), into ordinary shares, par value $0.004 per share (“Ordinary Shares”), of the Company according to the conditions hereof, as of the date written below. If Ordinary Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Ordinary Share does not exceed the amounts specified under Section 12 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.

Date to Effect Conversion:
Amount to be Converted:
Signature:
Name:
Ordinary Shares to be issued to:
Address for Delivery of Ordinary Share:

Certificates:

DWAC Instructions:
Broker No:
Account No:

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