Item - 1.01 Entry into a Material Definitive Agreement.

Effective December 15, 2022, Cosmos Group Holdings Inc., a Nevada corporation (the "Company," "we" or "us"), entered into a Settlement Agreement with Lee Ying Chiu Herbert, our former director and current controlling shareholder ("Dr. Lee"), pursuant to which the Company and Dr. Lee agreed to settle the matter of 800,000,000 shares of common stock of the Company due to Dr. Lee (the "Unissued Securities") pursuant to the terms of that certain Share Acquisition Agreement, dated June 17, 2021 (the "Share Acquisition Agreement"), by and among the Company, Massive Treasure Limited ("Massive Treasure"), a British Virgin Islands corporation and holding company of numerous operating subsidiaries, and the holders of ordinary shares of Massive Treasure. Pursuant to the terms of the Settlement Agreement, the Company and Dr. Lee agreed to the following, among other things, as settlement in full of the Unissued Securities:

(1) The Company will issue to Dr. Lee 400,000,000 shares of its common stock at a

per share value of $0.001;

(2) The Company shall cause the transfer to Dr. Lee or his designees all the


     assets and liabilities of following entities as such assets and liabilities
     are described in the financial statements of the Company as of November 30,
     2022:

i) Coinllectibles Limited, (BVI company number: 2067445), a company incorporated


    in the British Virgin Islands, with registered address at Mandar House, 3rd
    Floor, Johnson's Ghut, Tortola, British Virgin Islands and its branch,
    (Singapore company registration number: T21FC0080G);

ii) Coinllectibles (HK) Limited, (Hong Kong business registration number:


     72228307), a company incorporated in Hong Kong, with registered address at
     7/F, K11 Atelier Victoria Dockside, 18 Salisbury Road, Tsim Sha Tsui, Hong
     Kong; and

iii) Coinllectibles Wealth Limited, (Hong Kong business registration number:


      70756483), a company incorporated in Hong Kong, with registered address at
      7/F, K11 Atelier Victoria Dockside, 18 Salisbury Road, Tsim Sha Tsui, Hong
      Kong

(collectively, the "Disposal Group").

(3) The Company and Dr. Lee agreed to the allocation of certain inventories,


     accounts payables, and intellectual properties.

The foregoing descriptions of the Settlement Agreement is qualified in its entirety by reference to the Settlement 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       Settlement Agreement, dated December 15, 2022, by and between Cosmos
         Group Holdings Inc. and Lee Ying Chiu Herbert.
104      The cover page from this Current Report on Form 8-K, formatted in Inline
         XBRL
















  2

© Edgar Online, source Glimpses