UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 8.01 Other Events.
Effective August 2, 2022, Coinllectibles Private Limited (“CPL”) entered into a Sale and Purchase Agreement with CHAN Hin Yip, pursuant to which CPL agreed to purchase approximately 58 collectible items from Mr. Chan for a purchase price of HKD 1,305,000 (approximately USD $167,308) (the “Purchase Price”), Cosmos Group Holdings, Inc. aka Coinllectibles Inc. (the “Issuer”) through its subsidiaries holds approximately 80% of the issued and outstanding securities of Grand Gallery Limited (“CGL”), and Mr. Chan is a director and 5% equity owner of CGL.
In connection with the Sale and Purchase Agreement, effective August 2, 2022, the Issuer and CHAN Hin Yip entered into a Note Purchase Agreement pursuant to which the Issuer agreed to pay the Purchase Price via a promissory note that will be converted into shares of the Issuer’s common stock at a conversion price equal to 90% of the volume weighted average closing price of the Issuer’s common stock for the ten days immediately prior to February 2, 2023.
The foregoing descriptions of the Sale and Purchase Agreement and Note Purchase Agreement are not complete and are qualified in their entirety by reference to the form of the Sale and Purchase Agreement and Note Purchase Agreement which are incorporated herein by reference and attached hereto as Exhibits 10.1 and10.2.
Item - 9.01 Financial Statements and Exhibits.
(d) Exhibits
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*Filed herewith.
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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: August 3, 2022 | By: | /s/ Man Chung Chan |
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| Chief Executive Officer |
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