盟军集团 2023年度报告

FORM 20-F/A(Amendment No. 1) (Mark one) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended December 31, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE 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) 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) ☐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 reportspursuant to Section 13 or 15(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 Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required 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, oran emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. ☐Large Accelerated filer☒Accelerated filer☐Non-accelerated filer☐Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial 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 AccountingStandards 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 ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting 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 statementsof the registrant included 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 ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included inthis 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 statementitem the registrant has elected to follow. If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act). 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 doesnot modify or update the disclosure therein in any way except as described above. No other changes