盟军集团 2026年年度报告和过渡报告

FORM20-F (Mark one) ☐REGISTRATION STATEMENT PURSUANT TO SECTION12(b)OR (g)OF THE SECURITIES EXCHANGE ACTOF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear ended December 31, 2025☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934Date of event requiring this shell company report:For the transition period fromtoCommission 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)Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories,Hong Kong(Address of principal executive offices)Chung Hang Lui, Chief Financial OfficerTel: +852 2153-3957;Unit A, 18/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 Section12(b)of the Act: Title of each classTrading symbol(s)Name of each exchange on which registeredOrdinary shares, par value $0.004 per shareTROOThe NASDAQ Stock Market, LLC Securitiesregistered or to be registered pursuant to Section12(g)of the Act: Securities for which there is a reporting obligation pursuant to Section15(d)of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. ☐Yes☒No Table of Contents If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or15(d)of the Securities Exchange Act of 1934. ☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Actof 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subjectto such filing requirements for the past 90days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired to submit such files). ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growthcompany. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. ☐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 registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuantto Section13(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 itsAccounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☒U.S. GAAP ☐International Financial ReportingStandards as issued by the InternationalAccounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS DEFINITIONSPARTIITEM1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM2. OFFER STATISTICS AND EXPECTED TIMETABLEITEM3. KEY INFORMATIONA. Selected Financial Data.B. Capitalization and Indebtedness.C. Reason for the Offer and Use of Proceeds.D. Risk Factors.ITEM4. INFORMATION ON THE COMPA