UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) September 27, 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.)

37^th 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))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Item – 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective September 27, 2024, Tan Tee Soo resigned from his positions as the Director of Cosmos Group Holdings, Inc. (the “Company”). The departure of Tan Tee Soo from his positions with the Company 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. Tan Tee Soo continues to hold approximately 0.044% shares of the issued and outstanding shares of the Company’s common stock.

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: March 27, 2025	By:	/s/ Wong Nga Yin Polin
		Chief Executive Officer

Cosmos Group Holdings Inc. 8-K