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): April ~~September 14~~18, ~~2023 (August 28, 2023)~~2024

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

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~~Item 41.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement

On April 16, 2024, Grand Town Development Limited (“Grand Town”), a fully owned subsidiary of Cosmos Group Holdings Inc. (“COSG”, the “Company”), ~~Release~~And Guangzhou Huangting Meishuguan (“Seller”) Entered into four Bought and Sold Agreements, whereby Seller has agreed to sell Grand Town four pieces of ~~Independent~~collectible items at HKD$ 134,280,000 (approximately USD$17.13 million). The foregoing ~~Registered~~description ~~Public~~of ~~Accounting~~the ~~Firm~~Bought and Sold Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is incorporated herein by reference and attached hereto as exhibit 10.1.

On August 25, 2023, our board of directors resolved to release Fortune CPA, Inc. (“Fortune”) as our independent accountants. We informed Fortune of this determination on August 25, 2023, which was effective August 28, 2023.

Fortune was engaged by us on February 10, 2023. Since their engagement on February 10, 2023 and through the date of this form 8-K, Fortune has neither provided any adverse opinion or qualifications on our financial statements nor had a disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements that, if not resolved to Fortune’s satisfaction, would have caused Fortune to make reference to the subject matter of the disagreement in connection with the audit of the Company’s financial statements.

None of the reportable events described under Item 304(a)(1)(v)(A)-(D) of Regulation S-K occurred within period of the engagement of Fortune up to the date of release.

We have provided Fortune with a copy of this report prior to its filing with the Securities and Exchange Commission (the “SEC”). Fortune has provided a letter to us, dated September 13, 2023 and addressed to the SEC, which is attached hereto as Exhibit 16.1 and is hereby incorporated herein by reference.

(b) New independent registered public accounting firm

We have engaged Olayinka Oyebola & Co. (“Olayinka”) as our independent registered public accounting firm, effective August 28, 2023. The decision to engage Olayinka as our independent registered public accounting firm was approved by our board of directors.

During the two most recent fiscal years and through the date of this report, we have not consulted with Olayinka regarding any of the following:

1. the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; 2. the type of audit opinion that might be rendered on the Company’s financial statements by Olayinka, in either case where written or oral advice provided by Olayinka would be an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issues; or 3. any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Description~~	Description
16.1	Letter of Fortune CPA, Inc. dated September 13, 2023
10.1		Bought and Sold Agreements between Grand Town Development Limited and Guangzhou Huangting Meishunguan dated April 16, 2024
104	~~Cover Page Interactive Data File (embedded within the inline XBRL document)~~	Cover Page Interactive Data File (embedded within the inline XBRL document)

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: September 14, 2023	By:	/s/ Man Chung CHAN
Date: April 18, 2024	By:	/s/ Man Chung CHAN
		Man Chung CHAN
		Chief Executive Officer

Filing Compare · Cosmos Group Holdings Inc.