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
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