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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark one)
¨ |
REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
x |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2022
OR
¨ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
¨ |
SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report:
For the transition period from __________ to ____________
Commission file number: 1-35016.
TROOPS, Inc.
(Exact name of the Registrant as specified in
its charter)
N/A
(Translation of registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories,
Hong Kong
(Address of principal executive offices)
Chung Hang LUI, Chief Financial Officer
Tel: +852 2153-3957; Fax: +852 3286-3200
21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories,
Hong Kong
(Name, Telephone, E-mail and/or Facsimile Number
and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of
the Act:
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which
registered |
Ordinary shares, par value
$0.004 per share |
|
TROO |
|
The NASDAQ Stock Market,
LLC |
Securities registered or to be registered pursuant to Section 12(g) of
the Act:
Warrants, each to purchase one ordinary share
Title of Class
Securities for which there is a reporting obligation pursuant to Section 15(d) of
the Act:
None
The
registrant had 101,597,998 ordinary shares issued and outstanding as of April 28, 2023.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
¨ Yes
x No
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
¨ Yes
x No
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
x Yes
¨ No
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
x Yes
¨ No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
¨ Large Accelerated filer |
¨ Accelerated filer |
x Non-accelerated
filer |
|
|
¨ Emerging growth company |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act. ¨
† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report. ¨
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
x U.S. GAAP |
¨ International
Financial Reporting
Standards as issued by the International
Accounting Standards Board |
¨ Other |
If “Other” has been checked in response
to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
¨ Item
17 ¨ Item 18
If this is an Annual Report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes
x No
Auditor
Firm PCAOB ID: 3487 |
|
Auditor
Name: Audit Alliance LLP |
|
Auditor
Location: Singapore |
EXPLANATORY NOTE
TROOPS, Inc. (the “Company”)
is filing this Amendment No. 1 on Form 20-F/A (“Amendment No. 1”) to amend its Annual Report for the fiscal
year ended December 31, 2022, as originally filed with the Securities and Exchange Commission on May 1, 2023 (the “Original
Form 20-F”) soley to (i) correct typo, from “May 5, 2022” to “April 28, 2023” in the 3rd
paragraph of the share ownership included in Item 6. E on page 71 of the Original Form 20-F; (ii) correct the consent of Yu
Certified Public Accountant P.C. as filed Exhibit 15.1 with respect to the Registrtaion Statement on Form S-8 (File No. 333-214142); and
(iii) file an additional consent of Audit Alliance LLP with respect to the Registrtaion Statement on Form S-8 (File No. 333-214142). The
corrected Item 6. E is furnished herewith as Exhibit 99.1.
This Amendment with respect to the Company’s
Form S-8 (File No. 333-214142) speaks as of the filing date of the Original Form 20-F. No revisions are being made to the Company’s
financial statements or any other disclosure contained in the Original Form 20-F. This Amendment does not otherwise update any exhibits
as originally filed or previously amended. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer
are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act and Section 1350 of Chapter 63 of Title
18 of the United States Code (18 U.S.C. 1350).
Other than
as required to reflect the amendment discussed above, this Amendment does not, and does not purport to, amend, update or restate any
other information in the Original Form 20-F, or reflect any events that have occurred after the filing of the Original Form 20-F.
Exhibit Index
SIGNATURE
The registrant hereby certifies that it meets
all of the requirements for filing on this Amendment No. 1 to Form 20-F and that it has duly caused and authorized the undersigned
to sign this Annual Report on its behalf.
|
TROOPS, Inc. |
|
|
|
Date: May 15, 2023 |
By: |
/s/ Raleigh
Siu Lau |
|
Name: |
Raleigh Siu Lau |
|
Title: |
President and Chief Executive Officer |
TROOPS (NASDAQ:TROO)
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