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): May 30, 2021

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 - 5.02 Departure of Directors of Principal Officers; Election of Directors; Appointment of Principal Officers

Effective May 30, 2021, Chio Meng Leung resigned from his position as Director of Cosmos Group Holdings, Inc. (the “Company”). The departure of Mr. Chio Meng Leung from his position as Director was for personal reasons and not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

Effective June 1, 2021, Kwai Yau (Tony) Ho was removed from his position as Director of the Company.

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: February 9, 2023	By:	/s/ Man Chung CHAN
		Man Chung CHAN
		Chief Executive Officer