Troops, Inc. Files 20-F/A Amendment for FY 2023

TL;DR

**Troops, Inc. (TROO) amended its 2023 20-F filing, showing key financial figures like retained earnings and paid-in capital.**

AI Summary

Troops, Inc. filed an amendment (20-F/A) on August 23, 2024, for its fiscal year ending December 31, 2023. The filing details financial information, including Additional Paid-In Capital, Accumulated Other Comprehensive Income, and Retained Earnings for the years 2023, 2022, and 2021. The company, formerly known as TROO, Inc., is incorporated in the Cayman Islands and operates in the miscellaneous business credit institution sector.

Why It Matters

This amendment provides updated financial disclosures for Troops, Inc., offering investors and analysts a clearer picture of the company's financial health and changes over the past few fiscal years.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous report and primarily contains financial data updates, not significant new disclosures or events that would inherently increase risk.

Key Numbers

• 2023 — Fiscal Year End (Reporting period for the amended 20-F)
• 2022 — Previous Fiscal Year (Comparative financial data provided)
• 2021 — Prior Fiscal Year (Comparative financial data provided)

Key Players & Entities

• Troops, Inc. /Cayman Islands/ (company) — Filer
• TROO, Inc. (company) — Former company name
• SGOCO Group, Ltd. (company) — Former company name
• SGOCO Technology, Ltd. (company) — Former company name
• 20231231 (date) — Fiscal year end
• 20240823 (date) — Filing date

FAQ

Key Financial Figures

• $0.004 — registered Ordinary shares, par value $0.004 per share TROO The NASDAQ Stock Mar

Filing Documents

• troo-20231231x20fa.htm (20-F/A) — 3056KB
• troo-20231231xex12d1.htm (EX-12.1) — 12KB
• troo-20231231xex12d2.htm (EX-12.2) — 14KB
• troo-20231231xex13d1.htm (EX-13.1) — 8KB
• troo-20231231xex15d1.htm (EX-15.1) — 10KB
• troo-20231231xex15d2.htm (EX-15.2) — 4KB
• troo-20231231xex97d1.htm (EX-97.1) — 23KB
• troo-20231231x20fa001.jpg (GRAPHIC) — 4KB
• troo-20231231x20fa002.jpg (GRAPHIC) — 37KB
• troo-20231231x20fa004.jpg (GRAPHIC) — 14KB
• troo-20231231x20fa005.jpg (GRAPHIC) — 6KB
• troo-20231231x20fa006.jpg (GRAPHIC) — 12KB
• troo-20231231xex15d1001.jpg (GRAPHIC) — 3KB
• troo-20231231xex15d1002.jpg (GRAPHIC) — 7KB
• troo-20231231xex15d2001.jpg (GRAPHIC) — 12KB
• 0001410578-24-001551.txt ( ) — 13810KB
• troo-20231231.xsd (EX-101.SCH) — 87KB
• troo-20231231_cal.xml (EX-101.CAL) — 71KB
• troo-20231231_def.xml (EX-101.DEF) — 334KB
• troo-20231231_lab.xml (EX-101.LAB) — 563KB
• troo-20231231_pre.xml (EX-101.PRE) — 557KB
• troo-20231231x20fa_htm.xml (XML) — 2626KB

Item 18

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 No Table of Contents EXPLANATORY NOTE This Amendment No. 1 to Form 20-F (the "Form 20-F/A") amends our annual report on Form 20-F for the year ended December 31, 2023 (the "Annual Report"), which was originally filed with the U.S. Securities and Exchange Commission on April 29, 2024. The purpose of this Form 20-F/A is to amend (1) the text of the Section 302 certifications attached as Exhibits 12.1 and 12.2 to the Annual Report; and (2) the text of Section 906 certification attached as Exhibit 13.1 to the Annual Report. This Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above. No other changes have been made to the Annual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report. 1 Table of Contents TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 4 DEFINITIONS 7 PART I 10

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 12

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 13

KEY INFORMATION

ITEM 3. KEY INFORMATION 13 A. Selected Financial Data. 13 B. Capitalization and Indebtedness. 14 C. Reason for the Offer and Use of Proceeds. 14 D. Risk Factors. 14

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 37 A. History and Development of the Company. 37 B. Business overview. 43 C. Regulations. 46 D. Organizational structure. 46 E. Property, plant and equipment. 47

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 47

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 48 A. Operating results. 48 B. Liquidity and capital resources. 62 C. Research and development, patents and licenses, etc. 64 D. Trend information. 64 E. Off-balance sheet arrangements. 64 F. Tabular disclosure of contractual obligations. 65

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 65 A. Directors and senior management. 65 B. Compensation. 67 C. Board Practices. 70 D. Employees. 73 E. Share Ownership. 73

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 74 A. Major Shareholders. 74 B. Related Party Transactions. 74 C. Interests of Experts and Counsel 74

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 74 A. Consolidated Statements and Other Financial Information. 74 B. Significant Changes. 75

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 75 A. Offer and Listing Details. 75 B. Plan of Distribution. 75 C. Markets. 75 D. Selling Shareholders. 75 E. Dilution. 75 F. Expenses of the Issue. 76

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 76 A. Share Capital. 76 B. Memorandum and Articles of Association. 76 C. Material Contracts. 76 D. Exchange controls. 76 E. Taxation. 76 F. Dividends and paying agents. 84 G. Statement by experts. 84 H. Documents on display. 84 I. Subsidiary Information 84

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 84

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 87 2 Table of Contents PART II 87

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 87

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 87

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 87

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 90

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 91

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 91

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 91

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 91

CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 91

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 92

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 92 PART III 93

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 93

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 93

EXHIBITS

ITEM 19. EXHIBITS 94 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1 CONSOLIDATED BALANCE SHEETS F-7 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) F-8 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY F-9 CONSOLIDATED STATEMENTS OF CASH FLOWS F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-11 3 Table of Contents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This annual report contains "forward-looking statements" that represent our beliefs, projections and predictions about future events. All statements other than statements of historical fact are "forward-looking statements," including any projections of financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management's beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. These forward-looking statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Words such as "may," "will," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar expressions, as well as statements in the future tense, identify forward-looking statements. These statements are subjective. Therefore, they involve known and unknown risks. They are based largely on our current expectations and projections about future events and financial trends, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, for reasons connected with measuring future developments, including: 1. the correct measurement and identification of factors affecting our business; 2. the extent of their likely impact; and/or 3. the accuracy and completeness of the publicly available information regarding the factors upon which our business strategy is based. Forward-looking state

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