United States securities and exchange commission logo
August 24, 2023
Man Chung Chan
Chief Executive Officer
Cosmos Group Holdings Inc.
37/F, Singapore Land Tower
50 Raffles Place
Singapore, 048623
Re: Cosmos Group
Holdings Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Response dated
April 6, 2023
File No. 000-55793
Dear Man Chung Chan:
We have reviewed your April 6, 2023 response to our comment
letter and have the
following 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 22, 2022 letter.
Form 10-K for the Fiscal Year Ended December 31, 2021
General
1. We issued comments to
you on the above captioned filings on September 22, 2022,
and we note that your
April 6, 2023 response letter does not provide a response to all of
our comments. You also
indicated your intention to provide further responses to our
comments, together with
an amendment to Form 10-K and Form 10-Q, in a subsequent
filing. However, as of
the date of this letter, we have not received any further responses
and it appears that you
have not yet filed an amendment to your December 31, 2021 Form
10-K. Accordingly,
please provide a complete, substantive response to the September 22,
2022 comments or
explain why you are still unable to do so. We remind you that where
we have requested an
accounting analysis in our comments (e.g., comments 33, 35, 38, 45,
Man Chung Chan
Cosmos Group Holdings Inc.
August 24, 2023
Page 2
54 and 59), your accounting analyses should provide sufficient detail
to understand the
underlying economics of the various transactions and arrangements. An
accompanying
written analysis should then examine, evaluate and discuss the company
s considerations
and accounting determinations of those specific rights, obligations
and terms. These
accounting analyses should also make specific reference to the
accounting authoritative
guidance and literature considered and applied as of the date of your
financial statements.
For example, we note that your current response to comment 38 does not
sufficiently
describe the contractual terms and condition, including title and
rights, nor does it include
a complete accounting analysis and discussion of the specific
authoritative literature
considered and applied.
2. In regard to your intention to file an amendment to Form 10-K and
10-Q, please explain
which financial statement periods you intend to amend for and clearly
describe the items
for which you are amending. To the extent that the amendments relate
to any errors that
have been identified in the financial statements, ensure that you
disclose the existence of
any errors, quantify the impact and provide a materiality analysis,
individually and in the
aggregate, for all impacted periods. To the extent applicable to your
facts and
circumstances, we also refer you to consider whether disclosure under
Item 4.02 of Form
8-K is required.
3. Subsequent to your April 6, 2023 response letter, we noted that the
company filed a Form
10-K for the fiscal year ended December 31, 2022 on April 17, 2023. We
note your
disclosure on page 54 of the December 31, 2022 Form 10-K that the
Report
of Independent Registered Certified Public Accounting Firm thereon is
filed pursuant to
Item 8 and is included in the report beginning on page F-1. However,
there does not
appear to be a Report of Independent Registered Certified Public
Accounting Firm
included in your filing. Please amend your Form 10-K for the fiscal
year ended December
31, 2022 to include the auditor s report.
4. We also note your disclosure on page 55 under Item 9A of your Form 10-K
for the fiscal
year ended December 31, 2022 that you evaluated your disclosure controls
and procedures
FirstName LastNameMan Chung Chan
and internal control over financial reporting and concluded that they
were effective as of
Comapany NameCosmos
December 31, 2022.Group Holdings
In light Inc. items, please explain your
basis for concluding
of the above
Augustthat
24, these
2023 were
Page effective
2 as of December 31, 2022 and 2021.
FirstName LastName
Man Chung Chan
FirstName LastNameMan Chung Chan
Cosmos Group Holdings Inc.
Comapany
August 24, NameCosmos
2023 Group Holdings Inc.
August
Page 3 24, 2023 Page 3
FirstName LastName
You may contact Lory Empie at 202-551-3714 or Robert Klein at
202-551-3847 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-551-3758
with any
other questions.
Sincerely,
Division of Corporation
Finance
Office of Crypto Assets