Form 8-K

8-K — Snail, Inc.

Accession: 0001493152-26-015971

Filed: 2026-04-10

Period: 2026-04-06

CIK: 0001886894

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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2026-04-06

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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

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

Number)

12049

Jefferson Blvd

Culver

City, CA 90230

(Address

of principal executive offices) (Zip Code)

(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 ☒

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

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

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

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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

EX-10.1

Filename: ex10-1.htm · Sequence: 2

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:

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).

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.

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]

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

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10.2

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