Item 1.01. Entry into a Material Definitive Agreement.

Coinllectibles, a British Virgin Islands private limited company and subsidiary of Cosmos Group Holdings Inc., a Nevada corporation, entered into a Technical Knowhow License and Servicing Agreement with DataCube Research Centre Limited, a Hong Kong limited company ("DataCube"), pursuant to which DataCube agreed to provide certain technical knowhow including, a visual intelligence engine, speech recognition engine, text analytics engine, emotion recognition engine, motion recognition engine, AI agent creation engine, and Metaverse Development on Roblox, during a three-year term in consideration of an aggregate of Forty Five Million Dollars ($45,000,000) in accordance with the terms and conditions of that certain Technical Knowhow License and Servicing Agreement, dated as of November 8, 2022, by and between Coinllectibles Limited, a British Virgin Islands private limited company, and DataCube (the "DataCube Agreement"). The consideration is payable in cash or cryptocurrencies. The DataCube Agreement contains normal and customary provisions relating to indemnification and ownership of intellectual property.

The foregoing description of the DataCube Agreement is qualified in its entirety by reference to the DataCube Agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(c). Exhibits.



Number   Exhibit

10.1       Technical Knowhow License and Servicing Agreement, dated November 8,
         2022, by and between Coinllectibles Limited and DataCube Research Centre
         Limited.
104      The cover page from this Current Report on Form 8-K, formatted in Inline
         XBRL


















































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