UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): April 18, 2024

Cosmos Group Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-55793		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
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code +65 6829 7017

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols(s)		Name of each exchange on which registered
Common		COSG		NA

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 April 16, 2024, Grand Town Development Limited (“Grand Town”), a fully owned subsidiary of Cosmos Group Holdings Inc. (“COSG”, the “Company”), And Guangzhou Huangting Meishuguan (“Seller”) Entered into four Bought and Sold Agreements, whereby Seller has agreed to sell Grand Town four pieces of collectible items at HKD$ 134,280,000 (approximately USD$17.13 million). The foregoing description of the Bought and Sold 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.		Description

10.1		Bought and Sold Agreements between Grand Town Development Limited and Guangzhou Huangting Meishunguan dated April 16, 2024
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

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.

Date: April 18, 2024	By:	/s/ Man Chung CHAN
		Man Chung CHAN
		Chief Executive Officer

Cosmos Group Holdings Inc. 8-K