STOCK TITAN
  1. Home
  2. Sec-filings
  3. SNAL
  4. [8-K] Snail, Inc. Reports Material Event

Snail (NASDAQ: SNAL) cuts ARK fees, outsources Project Aether

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Snail, Inc. entered into Amendment No. 3 to its ARK1 License Agreement with SDE Inc., effective April 1, 2026, reducing monthly licensing fees from $2 million to $1.5 million until the public release of ARK 2 and revising how $5 million DLC payments apply. The agreement continues royalties of 25% of revenue from ARK: Survival Ascended and 60% from ARK: Survival Evolved. Snail also signed a Software Development Outsourcing Agreement with Suzhou Snail under which Suzhou Snail will develop the Project Aether game for $1.966 million, paid in four quarterly installments, while Snail retains all intellectual property. Both counterparties are entities affiliated with Snail’s founder and senior executives, making these related-party arrangements.

Positive

  • None.

Negative

  • None.

Insights

Snail cuts ARK license costs but adds related-party dev spend.

The amendment lowers ARK1 licensing fees from $2 million to $1.5 million per month until ARK 2’s release, which should reduce ongoing cash outflow tied to ARK: Survival Ascended and ARK: Survival Evolved while leaving royalty rates unchanged.

The revised $5 million DLC payment now applies only to certain post-October 1, 2023 content, excluding DLCs originally included in ARK: Survival Ascended. This narrows one-time obligations and may better match payments to genuinely incremental content.

The $1.966 million Project Aether outsourcing deal with Suzhou Snail spreads payments over four quarters and keeps all intellectual property with Snail. However, both SDE and Suzhou Snail are controlled or led by insiders, so governance oversight of these related-party terms remains important for investors assessing alignment.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Previous ARK license fee $2 million per month Licensing fees prior to April 1, 2026 amendment
Amended ARK license fee $1.5 million per month Licensing fees after April 1, 2026 until ARK 2 release
ASA royalty rate 25% of total revenue Royalties on ARK: Survival Ascended under ARK1 License Agreement
ASE royalty rate 60% of total revenue Royalties on ARK: Survival Evolved under ARK1 License Agreement
DLC payment per qualifying release $5 million one-time Certain DLCs released after October 1, 2023
Project Aether development fee $1.966 million Total payable to Suzhou Snail under Development Agreement
Project Aether installment size $491,500 per quarter Four quarterly payments starting Q2 2026
Amended and Restated Exclusive Software License Agreement financial
"Amendment No. 3 to the Amended and Restated Exclusive Software License Agreement"
royalties financial
"royalties of 25% of the Company’s total revenue related to ASA Game and 60% of the Company’s total revenue"
Payments made to the owner of an asset or intellectual property each time that asset is used or a product is sold, often calculated as a percentage of sales or a set amount per unit. Royalties matter to investors because they create predictable, ongoing income streams and affect a company’s cash flow and valuation—like a landlord collecting rent or an author getting a steady cut whenever a book is sold.
downloadable content financial
"a one-time payment of $5 million upon the release of any downloadable content"
Software Development Outsourcing Agreement financial
"entered into a Software Development Outsourcing Agreement (the “Development Agreement”)"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

FAQ

What change did Snail Inc. (SNAL) make to its ARK1 License Agreement?
Snail Inc. reduced its ARK1 monthly licensing fee and narrowed DLC payments. The fee drops from $2 million to $1.5 million per month until ARK 2’s public release, and the $5 million one-time DLC payment now applies only to certain post-October 2023 content.

How do royalties under Snail Inc.’s ARK1 License Agreement work after the amendment?
Royalty percentages remain unchanged under the amended ARK1 agreement. Snail continues paying 25% of total revenue from ARK: Survival Ascended and 60% of total revenue from ARK: Survival Evolved to SDE Inc., alongside the revised licensing fee and DLC payment terms.

What is the size and structure of Snail Inc.’s Project Aether outsourcing deal?
The Project Aether development contract totals $1.966 million. Snail will pay Suzhou Snail four quarterly installments of $491,500 starting in the second quarter of 2026, while retaining all copyright, ownership, and other intellectual property related to the Project Aether game.

When does the amended ARK1 License Agreement for Snail Inc. take effect?
The ARK1 License Amendment is effective as of April 1, 2026. From that date, the reduced $1.5 million monthly licensing fee and revised $5 million DLC payment structure apply, while existing royalty percentages on ARK: Survival Ascended and ARK: Survival Evolved continue unchanged.
false 0001886894 0001886894 2026-04-06 2026-04-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): April 6, 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. ☐

 

 

 

 
 

 

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.

 

Exhibit No.   Description
10.1   Amendment No. 3 to the Amended and Restated Exclusive Software License Agreement, dated April 6, 2026, by and between SDE Inc., a California corporation, and Snail Games USA, Inc, a California Corporation
10.2   Software Development Outsourcing Agreement, dated April 6, 2026, by and between Suzhou Snail Digital Technology Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China, and Snail Games USA, Inc, a California Corporation
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: 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

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

21 documents

Agreements & Contracts

Other Documents