GMM Globa Mofy AI Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2024

 

Commission File Number: 001-41834

 

Global Mofy AI Limited

 

No. 102, 1st Floor, No. A12, Xidian Memory Cultural and Creative Town

Gaobeidian Township, Chaoyang District, Beijing

People’s Republic of China, 100000

+86-10-64376636

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒         Form 40-F ☐

 

 

 

As approved and authorized by a majority of the shareholders of Global Mofy AI Limited (the “Company”) at a special meeting of shareholders held on November 1, 2024, the Company has resolved to effect a share consolidation of the Company’s authorized share capital of US$1,020,000 divided into 450,000,000,000 Class A Ordinary Shares of a par value of US$0.000002 each and 60,000,000,000 Class B Ordinary Shares of a par value of US$0.000002 each, being consolidated and divided at a share consolidation ratio of one (1)-for-fifteen (15) (the “Ratio”), such that, the authorized share capital of US$1,020,000 will be divided into: (i) 30,000,000,000 Class A ordinary shares of par value of US$0.00003 each, and (ii) 4,000,000,000 Class B ordinary shares of par value of US$0.00003 each (the “Reverse Stock Split”).

 

Upon the opening of the market on November 26, 2024, the Company’s Class A ordinary shares will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a post-Reverse Stock Split basis under the current symbol “GMM”. The new CUSIP number following the Reverse Stock Split is G3937M114.

 

The Reverse Stock Split is intended for the Company to regain compliance with a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). As previously disclosed on a report on Form 6-K, Nasdaq provided the Company until March 24, 2025 to regain compliance. To regain compliance, the closing bid price of the Company’s Class A ordinary shares must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this period. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Requirement.

 

The Reverse Stock Split will reduce the number of outstanding Class A ordinary shares and Class B ordinary shares of the Company from approximately 42.2 million to approximately 2.8 million and from approximately 12.7 million to approximately 0.8 million, respectively, and will affect all outstanding Class A ordinary shares and Class B ordinary shares of the Company (the “Ordinary Shares”). Every fifteen (15) outstanding Ordinary Shares will be combined into and automatically become one post-Reverse Stock Split Ordinary Share. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, the Company will issue one full post-Reverse Stock Split Ordinary Share to any shareholder who would have been entitled to receive a fractional share as a result of the process. The  par value of Ordinary Shares will be increased in proportion to the ratio of the Reverse Stock Split to $0.00003 per share and the number of authorized Ordinary Shares will be reduced in proportion to the ratio of the Reverse Stock Split to 30,000,000,000 Class A ordinary shares and 4,000,000,000 Class B ordinary shares.

 

After the Reverse Stock Split, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing the number of Class A ordinary shares into which the options, warrants and other convertible securities are exercisable or convertible by thirty (30) and multiplying the exercise or conversion price thereof by thirty (30), all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share.

 

In connection with the Reverse Stock Split, the Company amended and restated its memorandum and articles of association to reflect the adjustment of the number of authorized ordinary shares and the par value. A copy of such third amended and restated memorandum and articles of association was filed as Exhibit 3.1 of the report on Form 6-K filed on November 7, 2024 and are incorporated herein by reference.

 

Attached to this Report as Exhibit 99.1 is a copy of the press release dated November 22, 2024 titled “Global Mofy AI Limited Announces Effective Date of Reverse Stock Split”.

  

Exhibit Index

 

Exhibit No.		Description
1.1		Third Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to our report on Form 6-K filed on November 7, 2024)
99.1		Press Release - Global Mofy AI Limited Announces Effective Date of Reverse Stock Split, dated November 22, 2024

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Global Mofy AI Limited
Date: November 26, 2024	By:	/s/ Haogang Yang
	Name:	Haogang Yang
	Title:	Chief Executive Officer, Director, and Chairman of the Board

 

 

2

Exhibit 99.1

 

Global Mofy AI Limited Announces Effective Date of Reverse Stock Split

 

BEIJING, Nov. 22, 2024 (GLOBE NEWSWIRE) — Global Mofy AI Limited (the “Company” or “Global Mofy”) (Nasdaq: GMM), a generative AI-driven technology solutions provider engaged in virtual content production and the development of 3D digital assets for use in the broader digital content industry, today announced that it has resolved to effect a reverse stock split of the Company’s ordinary shares, with the split ratio set at 1-for-15. The reverse stock split was approved by the Company’s shareholders at a special meeting held on November 1, 2024. Global Mofy’s Class A ordinary shares will begin trading on an adjusted basis, reflecting the reverse stock split, on November 26, 2024, under the existing ticker symbol “GMM.” The new CUSIP number for the Company’s Class A ordinary shares will be G3937M114.

 

Upon the effectiveness of the reverse stock split, every fifteen shares of the Company’s issued and outstanding Class A ordinary shares as of the effective date will automatically be combined into one Class A ordinary share. This adjustment will reduce the total number of outstanding ordinary shares of Global Mofy from approximately 42.2 million to approximately 2.8 million.

 

In conjunction with the reverse stock split, the Company also amended its Memorandum of Association to proportionately reduce the number of authorized shares for issuance and to adjust the par value of the post-reverse stock split ordinary shares to $0.00003 per share.

 

The reverse stock split is part of the Company’s efforts to bring its stock into compliance with the minimum bid price requirement for maintaining the listing of its Common Stock on the Nasdaq Capital Market. Nasdaq requires listed companies to maintain a minimum bid price of at least $1.00 per share to remain in compliance with its listing standards.

 

In addition, outstanding warrants and options will be adjusted on a proportionate basis or pursuant to the terms of such warrants and options in accordance with the reverse stock split. No fractional shares will be issued; instead, shareholders who would otherwise be entitled to a fractional share will have their entitlement rounded up to the nearest whole share.

 

Further details regarding the reverse stock split and the associated changes to the Company’s share capital can be found in Global Mofy’s notice of special meeting, filed with the Securities and Exchange Commission on October 18, 2024.

 

About Global Mofy AI Limited

 

Global Mofy AI Limited (Nasdaq: GMM) is a generative AI-driven technology solutions provider engaged in virtual content production, and the development of digital assets for the digital content industry. Utilizing its proprietary “Mofy Lab” technology platform, which consists of interactive 3D and artificial intelligence (“AI”) technology, the Company creates high-definition virtual versions of a wide range of physical world objects in 3D ranging from characters, objects to scenes and more. The digital assets can be used in different applications, including movies, TV series, AR/VR, animation, advertising, gaming, and more. Global Mofy Metaverse is one of the leading digital asset banks in China, which consists of more than 100,000 high-precision 3D digital assets. For more information, please visit www.globalmofy.cn/ or ir.globalmofy.cn.

 

Forward-Looking Statement

 

This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its Ordinary Shares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

 

For more information, please contact:

 

Global Mofy AI Ltd.

Investor Relations Department

ir@mof-vfx.com

 

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