Current Report Filing (8-k)
November 09 2022 - 9:34AM
Edgar (US Regulatory)
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2022-11-08
2022-11-08
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): November 9,
2022 (November 8, 2022)
| Cosmos
Group Holdings, Inc. |
| .(Exact name of registrant as specified in its charter) |
| Nevada |
|
000-55793 |
|
90-1177460 |
|
(State or other jurisdiction
of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
37th Floor, Singapore Land Tower
50 Raffles Place
Singapore |
|
048623 |
| (Address
of principal executive offices) |
|
(Zip Code) |
| |
|
|
| Registrant’s telephone number, including area code +65 6829 7017 |
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbols(s) |
|
Name of each exchange on which registered |
| Common |
|
COSG |
|
NA |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Coinllectibles, a British
Virgin Islands private limited company and subsidiary of Cosmos Group Holdings Inc., a Nevada corporation, entered into a Technical Knowhow
License and Servicing Agreement with DataCube Research Centre Limited, a Hong Kong limited company (“DataCube”), pursuant
to which DataCube agreed to provide certain technical knowhow including, a visual intelligence engine, speech recognition engine, text
analytics engine, emotion recognition engine, motion recognition engine, AI agent creation engine, and Metaverse Development on Roblox,
during a three-year term in consideration of an aggregate of Forty Five Million Dollars ($45,000,000) in accordance with the terms and
conditions of that certain Technical Knowhow License and Servicing Agreement, dated as of November 8, 2022, by and between Coinllectibles
Limited, a British Virgin Islands private limited company, and DataCube (the “DataCube Agreement”). The consideration is payable
in cash or cryptocurrencies. The DataCube Agreement contains normal and customary provisions relating to indemnification and ownership
of intellectual property.
The foregoing description
of the DataCube Agreement is qualified in its entirety by reference to the DataCube Agreement, which is filed as Exhibit 10.1 to this
Current Report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c). Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Cosmos Group Holdings, Inc. |
| |
|
|
| Date: November 9,
2022 |
By: |
/s/ Man Chung Chan |
| |
|
Man Chung Chan |
| |
|
Chief Executive Officer |
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