Snail Inc.

05/29/2026 | Press release | Distributed by Public on 05/29/2026 14:51

Amendment to Current Report (Form 8-K/A)

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
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