UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
| ☐ |
Preliminary Information Statement |
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
| ☒ |
Definitive Information Statement |
| Cosmos
Group Holdings, Inc. |
| (Name of Registrant as Specified In Its Charter) |
37th Floor, Singapore Land Tower
50 Raffles Place
Singapore 048623
Payment of Filing Fee (Check the appropriate box):
| ☐ |
Fee paid previously with preliminary materials. |
| ☐ |
Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11 |
NOTICE OF CORPORATE ACTIONS TAKEN BY WRITTEN
CONSENT
OF MAJORITY STOCKHOLDERS WITHOUT SPECIAL MEETING
OF THE STOCKHOLDERS
Dear Stockholders:
We are writing to advise you that, on March 22,
2024, the board of directors of Cosmos Group Holdings, Inc., or Coinllectibles Inc. pending approval of name change in the trading market
from FINRA, a Nevada corporation (“Cosmos Group”, “Coinllectibles,” “the Company,” “we”
or “us”), and certain stockholders holding a majority of the voting rights of our common stock approved by written consent
in lieu of a special meeting the taking of all steps necessary to effect the following action (collectively, the “Corporate Actions”):
| 1. |
Amend the Articles of Incorporation to increase the Company’s authorized capital from 5,030,000,000 to 505,030,000,000 shares, consisting of 505,000,000,000 shares of common stock, par value $0.001, and 30,000,000 shares of preferred stock, par value $0.001. |
The accompanying information statement, which
describes the Corporate Actions in more detail, is being furnished to our stockholders for informational purposes only, pursuant to Section
14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder.
The consent that we have received constitutes the only stockholder approval required for the Corporate Actions under the Nevada Revised
Statutes, our Amended and Restated Articles of Incorporation and Bylaws. Accordingly, the Corporate Actions will not be submitted to the
other stockholders of the Company for a vote.
The record date for the determination of stockholders
entitled to notice of the action by written consent is March 22, 2024. Pursuant to Rule 14c-2 under the Exchange Act, the Corporate Actions
will not be implemented until at least twenty (20) calendar days after the mailing of this information statement to our stockholders.
This information statement will be mailed on or about April 14, 2024, to stockholders of record on March 22, 2024. As such, we expect
that the Corporate Actions will be effective no earlier than May 4, 2024.
No action is required by you to effectuate this
action. The accompanying information statement is furnished only to inform our stockholders of the action described above before it takes
effect in accordance with Rule 14c-2 promulgated under the Exchange Act.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
PLEASE NOTE THAT THE HOLDERS OF A MAJORITY OF
OUR OUTSTANDING SHARES OF COMMON STOCK HAVE VOTED TO AUTHORIZE THE CORPORATE ACTIONS. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT TO SATISFY
THE STOCKHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THIS MATTER.
By order of the Board of Directors,
| |
By: |
/s/ Man Chung Chan |
| |
|
Man Chung Chan |
| |
|
Chief Executive Officer, Chief Financial Officer, Secretary and Director |
| |
|
May 24, 2024 |
COSMOS GROUP HOLDINGS, INC.
INFORMATION STATEMENT REGARDING
CORPORATE ACTIONS TAKEN BY WRITTEN CONSENT OF
OUR BOARD OF DIRECTORS AND HOLDERS OF
A MAJORITY OF OUR VOTING CAPITAL STOCK
IN LIEU OF SPECIAL MEETING
Cosmos Group Holdings, Inc.,
or Coinllectibles Inc. pending approval of name change in the trading market from FINRA, a Nevada corporation (“Cosmos Group”,
“Coinllectibles,” “the Company,” “we” or “us”) is furnishing this information statement
to you to provide a description of actions taken by our Board of Directors and the holders of a majority of our outstanding voting capital
stock on March 22, 2024, in accordance with the relevant sections of Nevada Revised Statutes of the State of Nevada (the “NRS”).
This information statement
is being mailed on or about April 14, 2024 to stockholders of record on March 22, 2024 (the “Record Date”). The information
statement is being delivered only to inform you of the corporate actions described herein before such actions take effect in accordance
with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No action is requested
or required on your part.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
THIS IS NOT A NOTICE OF A
MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
PLEASE NOTE THAT THE HOLDERS
OF A MAJORITY OF OUR OUTSTANDING SHARES OF COMMON STOCK HAVE VOTED TO AUTHORIZE THE CORPORATE ACTIONS. THE NUMBER OF VOTES RECEIVED IS
SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THESE MATTERS.
GENERAL DESCRIPTION OF CORPORATE ACTION
On March 22, 2024, the board
of directors of the Company, a Nevada corporation, and certain stockholders holding a majority of the voting rights of our common stock
approved by written consent in lieu of a special meeting the taking of all steps necessary to effect the following actions (collectively,
the “Corporate Actions”):
| |
1. |
Amend the Articles of Incorporation to increase the Company’s authorized capital from 5,030,000,000 to 505,030,000,000 shares, consisting of 505,000,000,000 shares of common stock, par value $0.001, and 30,000,000 shares of preferred stock, par value $0.001. |
VOTING AND VOTE REQUIRED
Pursuant to the Company’s
Bylaws and the NRS, a vote by the holders of at least a majority of the Company’s outstanding capital stock is required to effect
the actions described herein. Each common stockholder is entitled to one vote for each share of common stock held by such stockholder.
As of the Record Date, the Company had 4,585,973,082 shares of common stock issued and outstanding. The voting power representing not
less than 2,292,986,541 shares of common stock is required to pass any stockholder resolutions. Pursuant to Section 78.320 of the NRS,
the following stockholders holding an aggregate of 2,309,678,641 shares of common stock, or approximately 50.36% of the issued and outstanding
shares of our common stock on the Record Date (the “Majority Stockholders”), delivered an executed written consent dated March
22, 2024, authorizing the Corporate Actions.
| Name | |
Common
Shares
Beneficially
Held | | |
Percentage
of Issued
and
Outstanding | |
| LEE Ying Chiu Herbert | |
| 404,861,256 | | |
| 8.83 | % |
| Tan Mei San Delphone | |
| 77,124,557 | | |
| 1.68 | % |
| So Han Meng Julian | |
| 624,918,375 | | |
| 13.63 | % |
| So Hui Fang Megan | |
| 69,227,081 | | |
| 1.51 | % |
| Woo Peter Ping | |
| 51,756,274 | | |
| 1.13 | % |
| Tan Jin Thong | |
| 75,000,000 | | |
| 1.64 | % |
| Total Chase Limited | |
| 80,000,000 | | |
| 1.74 | % |
| Xtreme Metaverse Fund | |
| 108,939,246 | | |
| 2.38 | % |
| Fonics Group Ltd. | |
| 80,000,000 | | |
| 1.74 | % |
| Linking Concept Ltd. | |
| 85,000,000 | | |
| 1.85 | % |
| Yuan Xiao Feng | |
| 196,296,296 | | |
| 4.28 | % |
| Ho Wan Leong | |
| 456,555,556 | | |
| 9.96 | % |
| TOTAL | |
| 2,309,678,641 | | |
| 50.36 | % |
NO APPRAISAL RIGHTS
Under the NRS, stockholders
are not entitled to dissenters’ or appraisal rights with respect to the Corporate Actions, and we will not provide our stockholders
with such rights.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE
ACTED UPON
Except in their capacity as
stockholders, none of our officers, directors or any of their respective affiliates has any interest in the Corporate Actions.
CORPORATE ACTION NO. 1
INCREASE IN AUTHORIZED CAPITAL
On March 22, 2024, the Board
and the Majority Stockholders authorized, adopted and approved by written consent in lieu of a special meeting an amendment to the Articles
of Incorporation to increase its authorized share capital from 5,030,000,000 to 505,030,000,000 shares, consisting of 505,000,000,000
shares of common stock, par value $0.001, and 30,000,000 shares of preferred stock, par value $0.001. The proposed amendment to our Articles
of Incorporation is included in the Certificate of Amendment, which is attached hereto as Exhibit 1. The general purpose and effect
of this amendment to our Articles of Incorporation is to increase our authorized share capital, which we believe will enhance our ability
to finance the development and operation of our business.
Reasons For The Increase
In Authorized Capital
Our Board authorized and approved
the proposed amendment to our Articles of Incorporation to increase our authorized share capital so that such shares will be available
for issuance for general corporate purposes, including financing activities, without the requirement of further action by our stockholders.
Potential uses of the additional authorized shares may include, but are not limited to, public or private offerings, conversions of convertible
securities, issuance of options pursuant to employee stock option plans, acquisition transactions and other general corporate purposes.
Increasing the authorized number of shares of our common stock will give us greater flexibility and will allow us to issue such shares,
in most cases, without the expense or delay of seeking stockholder approval. We are at all times investigating additional sources of financing,
business candidates and other opportunities which our Board believes will be in our best interests and in the best interests of our stockholders.
We may also conduct one or more private placements of our securities to secure additional working capital for the Company. Except as set
forth above and in our other disclosures filed with the Securities and Exchange Commission, as of the date of this filing we do not have
any definitive plans, proposals or arrangements to issue any of the newly available authorized shares of common stock for any purpose
or which may result in a change in control of the Company.
Action by Written Consent;
No Further Vote Required
Pursuant to Section 78.320
of the Nevada Revised Statutes and in accordance with our Bylaws, any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Pursuant to Nevada law, the
Charter Amendment must be approved by a majority of the outstanding shares of Common Stock, and therefore the Company elected to obtain
stockholder approval of the Charter Amendment by written consent of the Majority Stockholders. Because the requisite stockholder approval
for the Charter Amendment has been received, all corporate approvals by or on behalf of the Company required for the Charter Amendment
have been obtained and no further votes will be needed.
Effect of the Increase
in Authorized Capital; Anti-Takeover Implications
The amendment to our Articles
of Incorporation to increase our authorized share capital will not have any immediate effect on the rights of existing stockholders. However,
our Board will have the authority to issue shares of our Common Stock and Preferred Stock without requiring future stockholder approval
of such issuances, except as may be required by applicable law or exchange regulations. To the extent that additional shares of Common
Stock are issued in the future, such issuance will decrease the existing stockholders’ percentage equity ownership, dilute the earnings
per share and book value per share of outstanding shares of Common Stock and, depending upon the price at which they are issued, could
be dilutive to the existing stockholders.
Although the increase in authorized
capital is prompted by business and financial considerations, stockholders nevertheless should be aware that such increase could facilitate
future efforts by our management to deter or prevent a change in control of the Company. By way of example, our management could issue
additional shares to dilute the stock ownership and the voting power of persons seeking to obtain control of the Company or shares could
be issued to purchasers who would support the Board in opposing a takeover proposal. In addition, the increase in authorized shares may
have the effect of delaying or discouraging a challenge for control or make it less likely that such a challenge, if attempted, would
be successful, including challenges that are favored by a majority of the stockholders or in which the stockholders might otherwise receive
a premium for their shares over then-current market prices or benefit in some other manner. The Board and executive officers of the Company
have no knowledge of any current effort to obtain control of the Company or to accumulate large amounts of Common Stock.
We may also conduct one or
more private placements of our securities to secure additional working capital for the Company. Except as set forth above and in our other
disclosures filed with the Securities and Exchange Commission, the Board has no current plans to use any of the additional shares of Common
Stock that will become available when the increase in authorized capital occurs to deter or prevent a change of control of the Company.
The amendment to increase
our authorized capital will not be effective until 20 calendar days after we send this Information Statement to our stockholders of record
as of the Record Date. No further action on the part of stockholders is required to authorize or effect the amendments to the Articles
of Incorporation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth
certain information with respect to the beneficial ownership of our common stock, as of March 22, 2024, for: (i) each of our named executive
officers; (ii) each of our directors; (iii) all of our current executive officers and directors as a group; and (iv) each person, or group
of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock.
Except as indicated in footnotes
to this table, we believe that the stockholders named in this table will have sole voting and investment power with respect to all shares
of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated,
the address for each director and executive officer listed is: c/o Coinllectibles Inc., 37th Floor, Singapore Land Tower, 50 Raffles Place,
Singapore 048623.
| | |
Common Stock
Beneficially Owned | |
| Name and Address of Beneficial Owner | |
Number of Shares and
Nature of
Beneficial
Ownership | | |
Percentage of
Total Common
Equity (1) | |
| CHAN Man Chung, 6/F, 16 Science Park East Avenue, Hong Kong (2) | |
| 14,380,288 | | |
| 0.31 | % |
| TAN Tee Soo, 37/F Singapore Land Tower, Singapore 048623 (2) | |
| 2,007,647 | | |
| 0.04 | % |
| | |
| | | |
| | |
| All executive officers and directors as a Group (2 persons) | |
| 16,387,935 | | |
| 0.35 | % |
| (1) |
Applicable percentage ownership is based on 4,585,973,082 shares of common stock outstanding as of March 21, 2024, together with securities exercisable or convertible into shares of common stock within 60 days of December 29, 2021. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of March 22, 2024, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. |
| (2) |
On June 28, 2021, Messrs. Chan Man Chung and Tan Tee Soo were appointed to the Company’s Board of Directors and Chan Man Chung was appointed to serve as the CEO, CFO and Secretary of the Company. |
INTEREST OF CERTAIN PERSONS IN THE MATTERS TO
BE ACTED UPON
Although our officers and
directors directly or indirectly hold shares of Company common stock, none of the Company’s officers or directors have an substantial
direct or indirect interest in the Charter Amendment that differs from those of other Company stockholders.
FORWARD-LOOKING STATEMENTS
This Information Statement
may contain certain “forward-looking” statements (as that term is defined in the Private Securities Litigation Reform Act
of 1995 or by the U.S. Securities and Exchange Commission in its rules, regulations and releases) representing our expectations or beliefs
regarding our company. These forward- looking statements include, but are not limited to, statements regarding our business, anticipated
financial or operational results and objectives. For this purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,”
“will,” “expect,” “believe,” “anticipate,” “intend,” “could,”
“estimate,” “might,” or “continue” or the negative or other variations thereof or comparable terminology
are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain
of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including factors
discussed in this and other filings of ours with the Securities and Exchange Commission.
HOUSEHOLDING
Regulations regarding the
delivery of copies of information statements to stockholders permit us, banks, brokerage firms and other nominees to send one information
statement to multiple stockholders who share the same address under certain circumstances. This practice is known as “householding.”
Stockholders who hold their shares through a bank, broker or other nominee may have consented to reducing the number of copies of materials
delivered to their address. In the event that a stockholder wishes to revoke a “householding” consent previously provided
to a bank, broker or other nominee, the stockholder must contact the bank, broker or other nominee, as applicable, to revoke such consent.
If a stockholder wishes to receive a separate information statement, we will promptly deliver a separate copy to such stockholder that
contacts us by mail at Coinllectibles Inc., 37th Floor, Singapore Land Tower, 50 Raffles Place, Singapore 04862. The Secretary may also
be reached by telephone at +65 68297017 Any stockholders of record sharing an address who now receive multiple copies of our annual reports,
proxy statements and information statements, and who wish to receive only one copy of these materials per household in the future should
also contact the Company’s Secretary by mail or telephone as instructed above. Any stockholders sharing an address whose shares
of our common stock are held by a bank, broker or other nominee who now receive multiple copies of our annual reports, proxy statements
and information statements, and who wish to receive only one copy of these materials per household, should contact the bank, broker or
other nominee to request that only one set of these materials be delivered in the future.
GENERAL INFORMATION
the Company will pay all costs
associated with the distribution of this Information Statement, including the costs of printing and mailing. The Company will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement
to the beneficial owners of Cosmos Group’s common stock.
The Company will deliver only
one Information Statement to multiple security holders sharing an address unless The Company has received contrary instructions from one
or more of the security holders. Upon written or oral request, the Company will promptly deliver a separate copy of this Information Statement
and any future annual reports and information statements to any security holder at a shared address to which a single copy of this Information
Statement was delivered, or deliver a single copy of this Information Statement and any future annual reports and information statements
to any security holder or holders sharing an address to which multiple copies are now delivered. You should direct any such requests to
the following address: Coinllectibles Inc., 37th Floor, Singapore Land Tower, 50 Raffles Place, Singapore 048623. The Secretary may also
be reached by telephone at +65 68297017.
ADDITIONAL AND AVAILABLE INFORMATION
The Company is subject to
the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements
and other information with the SEC relating to its business, financial condition and other matters. Such reports, proxy statements and
other information can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington,
D.C. 20549. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. Our filings
are also available to the public on the SEC’s website (www.sec.gov).
| Dated: May 24, 2024 |
By order of the Board of Directors |
| |
|
|
| |
By: |
/s/ Man Chung CHAN |
| |
|
Man Chung CHAN |
| |
|
Chief Executive Officer, Chief Financial Officer,
Secretary and Director |
6
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