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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 27, 2026
Snail,
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41556 |
|
88-4146991 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
12049
Jefferson Blvd
Culver
City, CA 90230
(Address
of principal executive offices) (Zip Code)
+1
(310) 988-0643
(Registrant’s
telephone number, including area code)
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:
| ☐ |
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
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value per share |
|
SNAL |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
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.
Explanatory Note
This Current
Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Snail, Inc. with the Securities
and Exchange Commission on May 28, 2026 (the “Original Report”). This Amendment is being filed to correct typographical
errors in certain dates given in the Original Report.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
May 27, 2026, Snail, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
The following are the results of the voting on the two (2) proposals (the “Proposals”) submitted to stockholders at the Annual
Meeting. These Proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A for the Annual
Meeting, which was filed on April 17, 2026 with the Securities and Exchange Commission.
As
of April 15, 2026, the record date for the Annual Meeting, there were 13,873,422 shares of the Company’s Class A common stock,
par value $0.0001 per share (the “Class A Common Stock”), and 28,748,580 shares of the Company’s Class B common stock,
par value $0.0001 per share (the “Class B Common Stock”), outstanding and entitled to vote. Of the Company’s common
stock, the Class A Common Stock was entitled to one (1) vote per share and the Class B Common Stock was entitled to ten (10) votes per
share at the Annual Meeting, constituting all of the outstanding voting securities of the Company as of the record date. At the Annual
Meeting, the holders of shares holding 291,710,391 votes, constituting 96.8% of the total voting power of all outstanding securities
of the Company generally entitled to vote, were present or represented by proxy, constituting a quorum.
Proposal
1–The stockholders elected the following eight (8) nominees for director to the Company’s Board of Directors to hold
office until the Company’s next annual meeting of stockholders and until their respective successors are duly elected and qualified,
based on the following votes:
| Nominee | |
Votes For | |
Votes Withheld | |
Broker Non-Votes |
| Hai Shi | |
288,004,441 | |
83,485 | |
3,622,465 |
| Jim Tsai | |
288,002,004 | |
85,922 | |
3,622,465 |
| Heidy Chow | |
287,902,743 | |
185,183 | |
3,622,465 |
| Peter Kang | |
287,950,693 | |
137,233 | |
3,622,465 |
| Ying Zhou | |
287,950,293 | |
137,633 | |
3,622,465 |
| Neil Foster | |
288,009,601 | |
78,325 | |
3,622,465 |
| Sandra Pundmann | |
287,955,605 | |
132,321 | |
3,622,465 |
| Ryan Jamieson | |
288,008,487 | |
79,439 | |
3,622,465 |
Proposal
2–The stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2026 by the following vote:
| Votes For | |
Votes Against | |
Abstentions |
| 291,440,661 | |
204,581 | |
65,149 |
No
other items were presented for stockholder approval at the Annual Meeting.
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:
May 29, 2026 |
By: |
/s/
Hai Shi |
| |
Name: |
Hai
Shi |
| |
Title: |
Chief
Executive Officer |