UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Emerging growth company
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Item - 1.01 Entry into a Material Definitive Agreement.
On October 15, 2021, Massive Treasure Limited ( “Massive Treasure”), a subsidiary of Cosmos Group Holdings Inc. (the “Issuer”), the Issuer, NFT Limited, a British Virgin Island limited liability company (“NFT”), and the shareholders of NFT (collectively, the “NFT Shareholders”) agreed to entered into a Share Exchange Agreement Version 2021001 (the “Agreement”) which is available on the web site of http://www.coinllectibles.art, pursuant to which Massive Treasure agreed to acquire 51% of NFT through the issuance of 2,350,230 shares of common stock of the Issuer (the “Shares”). The specifics of such share exchange are further set forth in that certain Confirmation dated October 15, 2021, by and among the Shareholders, NFT, the Issuer and Massive Treasure (the “Confirmation”). The consummation of the Agreement will occur upon the later to occur of December 31, 2021, or the issuance of the Shares to the Seller. The foregoing descriptions of the Agreement and the Confirmation are not complete and are qualified in their entirety by reference to the complete text of the Agreement and Confirmation, which are incorporated herein by reference and attached hereto as Exhibits 10.1 and 10.2.
Item - 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Share Exchange Agreement Version 2021001 posted and available for public on 15 October, 2021 on http://www.coinllectibles.art/ . | |
| 10.2 | Confirmation dated October 15, 2021 by and between Massive Treasure Limited and Shareholders of NFT Limited. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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: October 18, 2021 | By: | /s/ Man Chung Chan | |
| Chief Executive Officer | |||