WANG & LEE Holdings, Inc. → TROOPS, Inc. TROO

On May 28, 2025, TROOPS, Inc. (the "Company") entered into a stock purchase agreement (the "Stock Purchase Agreement") with Wang & Lee Holdings, Inc. (the "Shareholder"), pursuant to which the Company issued and sold to the Shareholder 14,050,000 ordinary shares of the Company (the "Shares") at a purchase price of US$0.90 per share, for an aggregate price of US$12,645,000 (the Consideration"). The Company and the Shareholder also entered into a lock-up agreement (the "Lock-Up Agreement") in relation to the Agreement, pursuant to which the Shareholder agrees that during a ten year lock-up period from the closing date of the Agreement (the "Lock-Up Period"), without the prior written consent of the Company, the Shareholder would not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares, now owned by the Shareholder or any affiliate of the Shareholder or with respect to which the Shareholder or any affiliate of the Shareholder has acquired the power of disposition; (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares, whether any such transaction is to be settled by delivery of Shares, in cash or otherwise; or (c) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Shares. Pursuant to the Lock-Up Agreement, the Company shall also have an irrevocable exclusive option to repurchase the Shares (the "Repurchase Option") prior to the expiration of the Lock-Up Period. On July 22, 2025, the Company entered into a stock repurchase agreement (the "Stock Repurchase Agreement") with the Shareholder, pursuant to which the Shareholder agreed to sell, and the Company agreed to repurchase 4,400,000 Shares at a purchase price of US$0.90 per share, for a total purchase price of US$3,960,000 (the "Purchase Price"). The closing of the Stock Repurchase Agreement occurred on July 24, 2025. On March 27, 2026, the Company and the Shareholder entered into an amendment to the Lock-up Agreement (the "Amendment Agreement"), whereby section 2 of the Lock-Up Agreement was amended and restated to: "Prior to the expiration of the Lock-Up Period, should the undersigned receive written consent of the Company to transfer any Lock-Up Securities (the "Transferable Securities") pursuant to section 1 of this Agreement, such Transferable Securities shall no longer be subject to any Lock-Up restriction or Lock-Up Period, and shall not be subject to any Repurchase Option by the Company.". 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.