UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) July 27, 2021 (July 23, 2021)
Cosmos Group Holdings, Inc. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 000-545793 |
| 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 |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code +65 6829 7017 |
Level 7, K11 Atelier Victoria Dockside
18 Salisbury Road, Tsim Sha Tsui
Hong Kong
(Former name or former address, if changed since last report)
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))
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.
On July 23, 2021, Cosmos Group Holdings, Inc. (the “Company”) and Lee Ying Chiu Herbert, our director, (the “Seller”) entered into a Sale and Purchase Agreement pursuant to which the Company agreed to purchase Fifty-Five (55) sets of art collectibles (the “Collectibles”) for HK$10,344,000, payable through the issuance of 180,855 shares of common stock of the Company (the “Shares”). The Collectibles were appraised by Hong Kong International Auction House Limited, an independent third party appraisal firm who reported that the Collectibles would have a valuation equal to or exceeding HK$12,930,000. The consummation of such sale will occur upon the issuance of the Shares to Mr. Lee. The foregoing description of the Sale and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is incorporated herein by reference and attached hereto as Exhibit 10.1.
Item - 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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2 |
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. |
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Date: July 27, 2021 | By: | /s/ Man Chung Chan |
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| Chief Executive Officer |
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3 |
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. |
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Date: July 27, 2021 | By: | /s/ Man Chung Chan |
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| Chief Executive Officer |
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4 |