Item 4 — Purpose of Transaction
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 issuance 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. On December 9, 2024, the Company received a notice of conversion from LIANTENG LIMITED to exercise a conversion of US$6,700,000 into 5,473,856 ordinary shares, par value $0.004 per share, of the Company (the "Ordinary Shares"). On December 10, 2024, the Company received a notice of conversion from LIANTENG LIMITED to exercise a conversion of US$6,700,000 into 5,438,312 Ordinary Shares. The conversion in aggregate of 10,912,168 Ordinary Shares was completed on December 11, 2024. The Reporting Person is filing this Schedule 13D to report its purpose of purchasing shares, which may relate to or would result in the acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer Other than as set forth in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Person, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other Person.