United States securities and exchange commission logo
July 24, 2023
Raleigh Siu Lau
Chief Executive Officer
TROOPS, Inc.
21/F, 8 Fui Yiu Kok Street
Tsuen Wan, New Territories, Hong Kong
Re: TROOPS, Inc.
Registration
Statement on Form F-3
Filed July 7, 2023
File No. 333-273175
Dear Raleigh Siu Lau:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3 filed July 7, 2023
General
1. Please provide us with
an update on your pending acquisition of TROOPS InsurTech,
Inc. Discuss your
considerations of whether the acquisition is probable at this time and, if
so, your determination
of significance in concluding whether financial statements of
TROOPS InsurTech and
pro forma information reflecting the acquisition are required to
be included in this
filing pursuant to Rule 3-05 and Article 11 of Regulation S-X.
Raleigh Siu Lau
FirstName LastNameRaleigh Siu Lau
TROOPS, Inc.
Comapany
July NameTROOPS, Inc.
24, 2023
July 24,
Page 2 2023 Page 2
FirstName LastName
Cover Page
2. Please disclose prominently on the prospectus cover page that you are
not a Chinese
operating company but a Cayman Islands holding company with operations
conducted by
your holding company, subsidiaries, and other entities based in China
and that this
structure involves unique risks to investors. If true, disclose that
this structure has not
been tested in court. Your disclosure should acknowledge that Chinese
regulatory
authorities could disallow this structure, which would likely result
in a material change in
your operations and/or a material change in the value of the
securities you are registering
for sale, including that it could cause the value of such securities
to significantly decline
or become worthless. Provide a cross-reference to your detailed
discussion of risks facing
the company and the offering as a result of this structure.
3. Clearly disclose how you will refer to the holding company,
subsidiaries, and other
entities when providing the disclosure throughout the document so that
it is clear to
investors which entity the disclosure is referencing and which
subsidiaries or entities are
conducting the business operations. Refrain from using terms such as
we or our when
describing activities or functions of subsidiaries or other entities.
Disclose clearly the
entity (including the domicile) in which investors are purchasing an
interest.
Our Company, page 4
4. Based on the disclosure in this section, it appears that it is the
offering's summary section.
For example, we note that the disclosures that the China-based issuers
are required to
include in the summary section of the prospectus are included here. As
such, please revise
the heading of this section to "Prospectus Summary," "Summary," or
similar heading. In
this regard, we also note that the risk factors section should appear
immediately after the
cover page if there is no summary section. Refer to Item 105 of
Regulation S-K.
PRC Limitation on Overseas Listing and Share Issuances, page 10
5. We note your disclosure that you understand that you are not required
to complete filing
procedures with the CSRC pursuant to the requirements of the Trial
Measures. Please
explain how you determined that you are not subject to the Trial
Measures requirements.
If you relied on the advice of counsel, you should identify counsel
and file the consent of
counsel as an exhibit. If you did not consult counsel, you should
explain why.
Raleigh Siu Lau
FirstName LastNameRaleigh Siu Lau
TROOPS, Inc.
Comapany
July NameTROOPS, Inc.
24, 2023
July 24,
Page 3 2023 Page 3
FirstName LastName
The PRC government may intervene or influence our business operations, page 12
6. We note your disclosure that you are not required to obtain approval
from the CAC,
CSRC or any other governmental agencies. Please revise here and on
page 12 to explain
how you determined that the approvals are not required. If you relied
on advice of
counsel, please provide the name of counsel and counsel's consent. If
you did not consult
counsel, please explain why.
Incorporation of Certain Documents by Reference, page 72
7. We note that some of your recent filings are not specifically
incorporated by reference
into this registration statement and the last Form 6-K incorporated by
reference dates back
to April 20, 2020. We also note that your board formed a special
committee to investigate
the allegations against independent director Mr. Wang Tai Dominic Li
and you disclosed
this fact on the Form 6-K filed on April 11, 2023. Please tell us why
this Form 6-K is not
incorporated by reference into the registration statement or this
information is not
otherwise disclosed in the registration statement.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Madeleine Mateo at 202-551-3465 or Tonya Aldave at
202-551-3601 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Finance
cc: Lawrence Venick, Esq.