Snail, Inc. 8-K

What Happened
On June 2, 2026, Snail, Inc. (SNAL) disclosed that its majority stockholders — Founder/CEO/Chair Hai Shi and director Ying Zhou — delivered a written consent approving an amendment to the company’s certificate of incorporation to allow a reverse stock split. The approved Amendment authorizes a reverse split at a ratio within a range of 1-for-2 to 1-for-10, with the Board of Directors empowered to select the exact ratio (or to abandon the Amendment). The company filed a preliminary Information Statement on Schedule 14C that same day and expects to mail a definitive Information Statement to stockholders as soon as practicable; the Board may implement the reverse split no earlier than 20 days after that mailing.

Key Details

• Written consent dated June 2, 2026 (Record Date) from Hai Shi and Ying Zhou, who together hold 95% of the voting power of the company’s Class A and Class B common stock.
• Reverse split ratio authorized in range: 1-for-2 to 1-for-10; Board will decide final ratio or may abandon.
• Preliminary Information Statement on Schedule 14C filed June 2, 2026; definitive mailing to stockholders will follow.
• Implementation (filing of the Amendment and reverse split) cannot occur earlier than 20 days after mailing the definitive Information Statement.

Why It Matters
A reverse stock split reduces the number of outstanding shares and increases the per‑share price proportionally; the exact impact depends on the final ratio the Board selects. Because the company’s founder and spouse control 95% of voting power and approved the Amendment by written consent, the Board has clear authority to proceed. There is no effective date yet — shareholders should watch for the definitive Information Statement and any public announcement specifying the final split ratio and implementation timing.