Item 8.01 Other Events.

Effective August 2, 2022, Coinllectibles Private Limited ("CPL") entered into a Sale and Purchase Agreement with CHAN Hin Yip, pursuant to which CPL agreed to purchase approximately 58 collectible items from Mr. Chan for a purchase price of HKD 1,305,000 (approximately USD $167,308) (the "Purchase Price"), Cosmos Group Holdings, Inc. aka Coinllectibles Inc. (the "Issuer") through its subsidiaries holds approximately 80% of the issued and outstanding securities of Grand Gallery Limited ("CGL"), and Mr. Chan is a director and 5% equity owner of CGL.

In connection with the Sale and Purchase Agreement, effective August 2, 2022, the Issuer and CHAN Hin Yip entered into a Note Purchase Agreement pursuant to which the Issuer agreed to pay the Purchase Price via a promissory note that will be converted into shares of the Issuer's common stock at a conversion price equal to 90% of the volume weighted average closing price of the Issuer's common stock for the ten days immediately prior to February 2, 2023.

The foregoing descriptions of the Sale and Purchase Agreement and Note Purchase Agreement are not complete and are qualified in their entirety by reference to the form of the Sale and Purchase Agreement and Note Purchase Agreement which are incorporated herein by reference and attached hereto as Exhibits 10.1 and10.2.

Item - 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

  10.1          Sale and Purchase Agreement, dated August 2, 2022, by and between
              Coinllectibles Private Limited and CHAN Hin Yip.*
  10.2          Note Purchase Agreement, dated August 2, 2022, by and between Cosmos
              Group Holdings, Inc. aka Coinllectibles Inc. and CHAN Hin Yip. *




*Filed herewith.




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