UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Amendment to ARK1 License Agreement
On April 6, 2026, Snail, Inc., a Delaware corporation, (the “Company”) entered into Amendment No. 3 to the Amended and Restated Exclusive Software License Agreement (the “Amendment”) with SDE Inc., a California corporation (“SDE”) through the Company’s wholly-owned subsidiary, Snail Games USA, Inc. SDE is controlled by Ying Zhou, a director of the Company and the spouse of Hai Shi, the Company’s Chief Executive Officer, Chief Strategy Officer, Chairman of the Board and Founder. The Amendment amends that certain Amended and Restated Exclusive Software License Agreement, dated January 1, 2022, which was previously amended on December 13, 2022, March 10, 2023, and October 1, 2023 (as amended, the “ARK1 License Agreement”) pursuant to which the Company holds an exclusive worldwide license from SDE to publish and sell ARK: Survival Evolved (“ASE Game”) and ARK: Survival Ascended (“ASA Game”). The Amendment is effective as of April 1, 2026.
Prior to the Amendment, the ARK1 License Agreement provided for the Company to pay to SDE (i) licensing fees of $2 million per month, provided that such obligation shall cease upon the public release of the sequel ARK 2; (ii) following the ASA Launch Date (as defined in the ARK1 License Agreement), royalties of 25% of the Company’s total revenue related to ASA Game and 60% of the Company’s total revenue related to ASE Game; and (iii) a one-time payment of $5 million upon the release of any downloadable content (“DLC”) after October 1, 2023.
The Amendment reduces the licensing fees to $1.5 million per month, provided that such obligation shall cease upon the public release of the sequel ARK 2, and replaces the one-time payment set forth above for each DLC with a one-time payment of $5 million upon the release of certain DLCs after October 1, 2023, excluding, among others, DLCs that were originally included in ASA Game.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Outsourcing Agreement with Suzhou Snail
On April 6, 2026, the Company entered into a Software Development Outsourcing Agreement (the “Development Agreement”) with Suzhou Snail Digital Technology Co., Ltd. (“Suzhou Snail”) through the Company’s wholly-owned subsidiary, Snail Games USA, Inc. Mr. Shi is the founder and a director of Suzhou Snail, and Ms. Zhou is a vice president and director of Suzhou Snail. The Development Agreement provides for Suzhou Snail to carry out technical development for the Company’s Project Aether game, with the Company retaining all copyright, ownership, and other intellectual property for the game. The Company agreed to pay to Suzhou Snail an aggregate of $1.966 million in four quarterly installments of $491,500, beginning in the second quarter of 2026.
The foregoing description of the Development Agreement does not purport to be complete and is qualified in its entirety by reference to the Development Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: April 9, 2026 | By: | /s/ Hai Shi |
| Name: | Hai Shi | |
| Title: | Founder, Chief Executive Officer, Chief Strategy Officer and Chairman of the Board of Directors | |
Exhibit 10.1
AMENDMENT NO. 3 TO
AMENDED AND RESTATED EXCLUSIVE SOFTWARE LICENSE AGREEMENT
This Amendment No. 3 to the Amended and Restated Exclusive Software License Agreement (the “Third Amendment”) is entered on April 6, 2026 and effective as of April 1, 2026 and through the term (the “Third Amendment Effective Date”) by and between SDE Inc., a California corporation (“Licensor”), and SNAIL GAMES USA, INC., a California corporation (“Licensee”). Licensor and together with Licensee, the “Parties,” and each, a “Party”). Capitalized terms used and not defined in this Second Amendment have the respective meanings assigned to them in the Existing Agreement (as defined below).
WHEREAS, the Parties entered into that certain Amended and Restated Exclusive Software License Agreement dated January 1, 2022, as amended by that certain Amendment No. 1 thereto, dated December 13, 2022, as amended by certain Amendment No 2 thereto, dated October 1, 2023, (as amended, the “Existing Agreement”);
WHEREAS, Licensor has developed and is in the process of commercially releasing a modified version of the original Game titled “ARK: Survival Evolved” which is known as “ARK: Survival Ascended” (the actual release date, the “ASA Launch Date”);
WHEREAS, the Parties desire to amend certain terms of the Existing Agreement pertaining to the License Fee, Royalty Payments with respect to the Game; and
WHEREAS, for the purposes of reflecting the items described in the foregoing recital, the Parties desire to amend the Existing Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Amendments to the Existing Agreement. As of the date hereof, the Existing Agreement is hereby amended as follows:
| (a) | Monthly License Fee. Section 4.01 of the Existing Agreement is hereby amended by deleting it in its entirety and replacing it with the following: |
“Section 4.01 Monthly License Fee. Licensee shall pay Licensor a monthly licensing fee of one million five hundred thousand U.S. dollars ($1,500,000), for a total of eighteen million U.S. dollars ($18,000,000) per year; provided, however, Licensee’s obligation to pay the foregoing monthly licensing fee shall be automatically terminated upon the public release of the sequel of the Game being developed by Licensor and currently titled as “ARK 2” (the “New Game”); provided, further however, Licensee shall remain obligated to pay the unpaid licensing fee attributable to the period ending on the date of the public release of the New Game.”
| (b) | DLC Payments. Section 4.03 of the Existing Agreement is hereby amended by deleting it in its entirety and replacing it with the following: |
“DLC Payments. Licensee shall pay Licensor a one-time payment of five million U.S. dollars ($5,000,000) upon the release of each canonical DLC that includes a new canonical map during the Term; excluding the original five (5) DLCs included in ARK: Survival Ascended, any mini-packs or add-ons to canonical or non-canonical DLCs, and non-canonical maps for ARK: Survival Ascended as of the Second Amendment Effective Date. Such DLC shall be agreed to by the Parties pursuant to Section 3.02(a).
2. Limitation of Amendment. Except as specifically set forth herein, this Third Amendment shall not be deemed to waive, amend or modify any term or condition of the Existing Agreement, which is hereby ratified and reaffirmed and which shall remain in full force and effect according to its terms.
3. Counterparts; Electronic Signature. This Third Amendment may be executed and delivered in two or more counterparts, each of which shall be deemed an original, and all of which shall be deemed to constitute one and the same agreement. An executed counterpart of this Second Amendment delivered by fax or other means of electronic communications, including DocuSign, and shall be deemed to be an original and shall be as effective for all purposes as delivery of a manually executed counterpart.
[Signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the date first written above.
| SNAIL GAMES USA, INC. | ||
| By: | /s/ Heidy Chow | |
| Name: | Heidy Chow | |
| Title: | Chief Financial Officer | |
| SDE INC. | ||
| By: | /s/ Zhou Ying | |
| Name: | Zhou Ying | |
| Title: | Chief Executive Officer | |
Exhibit 10.2
