UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 26, 2023, Snail Games USA Inc. (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Marbis GmbH (“Marbis”). All capitalized terms not otherwise defined herein have the same meaning given to such capitalized terms in the Cooperation Agreement.
Pursuant to the Cooperation Agreement, the Company agreed, among other things, for the period commencing on the date of the Cooperation Agreement and ending on the expiration of the seven (7) year anniversary, to grant Marbis the exclusive, non-transferable, global, and irrevocable (i) right to (A) provide the Company with official servers to host and run the games titled “Ark: Survival Evolved” (“ARK SE”), “Ark: Survival Ascended” (“Ark SA”) and “Ark II” (“Ark 2”, together with Ark SA, Ark II and any and all future remakes, sequels, prequels, spin-offs, and other related contents, collectively “Games”, each a “Game”) under the Ark 1 and Ark 2 license agreements between the Company and SDE Inc., and (B) rent out private servers and community servers, (ii) license to use the server files, client keys, or any other, or other form of, data in connection with (A) the administration and management of official servers, and (B) hosting and running the Games on private/community servers (but specifically excluding the servers which continue to host Ark SE in its current version, which shall be governed by Section 6.2 of the Cooperation Agreement), and (iii) license to host and run the Games on private/community servers, it being understood that Marbis shall be entitled to provide the aforementioned services through, and sublicense the aforementioned license to, its Affiliates and/or third party subcontractors appointed by Marbis.
In addition, subject to the terms and conditions of the Cooperation Agreement, Marbis has agreed to grant to the Company funding up to the principal amount of $4,046,932, which includes the outstanding amount of $1,046,932 accrued in March 2023 through June 2023 the Company has not made payment of to Marbis in connection with leasing official servers for the functional hosting of Ark SE to the Company. Pursuant to the Cooperation Agreement, Marbis has agreed to provide the Company with funds in cash in an aggregate amount of up to $3,000,000 without discount and free of bank charges and costs (other than those levied by the receiving bank) to the Company within five (5) business days after receipt of a written draw down notice to Marbis setting forth the relevant amount of tranches of up to $500,000 to be paid to the Company.
The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full copy of the Cooperation Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K (and incorporated into this Item 1.01 by reference).
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Cooperation Agreement, between Snail Games USA Inc. and Marbis GmbH, dated July 26, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SNAIL, INC. | ||
| Date: August 1, 2023 | By: | /s/ Jim S. Tsai |
| Name: | Jim S. Tsai | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
