GMM Global Mofy Metaverse Ltd

As filed with the Securities and Exchange Commission on September 5, 2024

Registration No. 333-          

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

 

GLOBAL MOFY AI LIMITED

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

No. 102, 1st Floor, No. A12, Xidian Memory Cultural and Creative Town Gaobeidian Township, Chaoyang District, Beijing People’s Republic of China		100000
(Address of Principal Executive Offices)		(Zip Code)

 

2024 Equity Incentive Plan

(Full Title of the Plan)

 

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, New York 10168

(Name and Address of Agent for Service)

 

800-221-0102

(Telephone Number, Including Area Code, of Agent for Service)

 

Copy To:

 

William S. Rosenstadt, Esq.

Mengyi “Jason” Ye, Esq.
Yarona L. Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Tel: +1-212-588-0022

Fax: +1-212-826-9307

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

 

This registration statement (this “Registration Statement”) is filed by Global Mofy AI Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Registrant”) to register securities issuable pursuant to the Global Mofy AI Limited 2024 Equity Incentive Plan (as amended and restated, “the 2024 Equity Incentive Plan”). The securities registered hereby consist of 4,500,000 Class A Ordinary Shares, US$0.000002 par value per share of the Registrant, which represent the number of Class A Ordinary Shares that were authorized under the 2024 Equity Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the 2024 Equity Incentive Plan. Any Class A Ordinary Shares covered by an award granted under the 2024 Equity Incentive Plan (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A Ordinary Shares that may be issued under the 2024 Equity Incentive Plan.

 

 

PART I

 

INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

 

Item 1. Plan Information*

 

Item 2. Registrant Information and Employee Plan Annual Information*

 

*

The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the 2024 Equity Incentive Plan, as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, and all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be deemed to be a part hereof from the date of the filing of such documents:

 

(1)

our Annual Report on Form 20-F for the fiscal year ended September 30, 2023, filed with the Commission on January 31, 2024;

 

(2)

our Reports on Form 6-K, filed with the Commission on February 1, 2024, March 1, 2024, March 4, 2024, March 11, 2024, March 25, 2024, April 2, 2024, April 12, 2024, April 24, 2024, April 30 ,2024, May 8, 2024, July 2, 2024, July 11, 2024, July 23, 2024, July 24, 2024, July 26, 2024, July 31, 2024, August 1, 2024, August 19, 2024, and August 27, 2024.

 

(3)

The description of our ordinary shares incorporated by reference in our registration statement on Form 8-A, as amended (File No. 001-41834) filed with the Commission on October 16, 2023, including any amendment and report subsequently filed for the purpose of updating that description; and

  

(4)

all reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the report referred to in (1) above.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

 

Item 6. Indemnification of Directors and Officers.

 

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

  

Our Amended and Restated Memorandum and Articles of Association provide that the Company shall indemnify each existing or former secretary, director (including alternate directors) and other officer of the Company (including an investment adviser or an administrator or liquidator) and their personal representatives against:

 

(1)

all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate directors) or officer in or about the conduct of the Company's business or affairs or in the execution or discharge of the existing or former secretary's, director's (including alternate directors') or officer's duties, powers, authorities or discretions; and

 

(2)

without limitation to paragraph (1), all costs, expenses, losses or liabilities incurred by the existing or former secretary, director (including alternate directors) or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere,

 

provided that no such existing or former secretary, director (including alternate directors) or officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.

 

In addition, we have entered into indemnification agreements with our prior directors and executive officers that provide such persons with additional indemnification beyond that provided in our Amended and Restated Memorandum and Articles of Association.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Reference is hereby made to the Exhibit Index, which is incorporated herein by reference.

 

 

Item 9. Undertakings.

 

A. The undersigned Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(a)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(b)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

 

(c)

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Amended and Restated Memorandum and Articles of Association of Global Mofy AI Limited (incorporated by reference to Exhibit 3.1 to the report on Form 6-K filed with the SEC on August 19, 2024)
5.1		Opinion of Mourant Ozannes (filed herewith)
10.1		2024 Equity Incentive Plan of Global Mofy AI Limited (incorporated by reference to Exhibit 99.1 to the report on Form 6-K filed with the SEC on August 27, 2024)
23.1		Consent of Mourant Ozannes (included in Exhibit 5.1)
23.2		Consent of Marcum Asia CPAs LLP (filed herewith)
23.3		Consent of Friedman LLP (filed herewith)
107		Filing Fee Table (filed herewith)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in China, on September 5, 2024.

 

	GLOBAL MOFY AI LIMITED
	By:	/s/ Haogang Yang
	Name:	Haogang Yang
	Title:	Chief Executive Officer, Director and Chairman of the Board

 

Signature		Title		Date
/s/ Haogang Yang		Chief Executive Officer, Director and Chairman of the Board		September 5, 2024
Haogang Yang		(Principal Executive Officer and Director)
/s/ Chen Chen		Chief Financial Officer		September 5, 2024
Chen Chen		(Principal Financial and Accounting Officer)
/s/ Chi Chen		Director		September 5, 2024
Chi Chen
/s/ Rui Dong		Director		September 5, 2024
Rui Dong
/s/ Xiaohong Qi		Director		September 5, 2024
Xiaohong Qi

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Global Mofy AI Limited, has signed this registration statement or amendment thereto in New York, NY on September 5, 2024.

 

	Authorized U.S. Representative Cogency Global Inc.
	By:	/s/ Colleen A. De Vries
		Name:	Colleen A. De Vries
		Title:	Senior Vice President

 

 

II-6

Exhibit 5.1

 

Mourant Ozannes (Cayman) LLP 94 Solaris Avenue Camana Bay PO Box 1348 Grand Cayman KY1-1108 Cayman Islands T +1 345 949 4123 F +1 345 949 4647

 

Global Mofy AI Limited

#3-212 Governors Square

23 Lime Tree Bay Avenue

Seven Mile Beach

P. O. Box 30746

Grand Cayman KY1-1203

Cayman Islands

 

5 September 2024

 

Dear Addressee

 

Global Mofy AI Limited (the Company)

 

We have acted as Cayman Islands legal advisers to the Company in connection with the Company's registration statement on Form S-8 filed on 5 September 2024 with the U.S. Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended, to register securities issuable pursuant to the Company's 2024 Equity Incentive Plan (the Plan), namely 4,500,000 Class A Ordinary Shares in the Company of par value US$0.000002 each and an indeterminate number of additional Class A Ordinary Shares to prevent dilution from share splits, share dividends or similar transactions (collectively, the Shares) (the Registration Statement, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

 

1.

Documents Reviewed

 

For the purposes of this opinion letter, we have examined a copy of each of the following documents:

 

(a)

the certificate of incorporation of the Company dated 29 September 2021;

 

(b)

the certificate of incorporation of the Company on change of name dated 22 August 2024;

 

(c)

the amended and restated memorandum and articles of association of the Company (the M&A) adopted by a special resolution dated 15 August 2024;

 

(d)

a copy of the Company's register of members (the Register of Members) that was provided to us by the Company;

 

(e)

a copy of the Company's register of directors and officers that was provided to us by the Company (together with the M&A and the Register of Members, the Company Records);

 

(f)

written resolutions of the board of directors of the Company dated 26 July 2024 and 21 August 2024 approving (among other things) the allotment of the Shares, and shareholder resolutions passed on 15 August 2024 approving, among other things, the adoption of the M&A (the Resolutions);

 

(g)

a certificate of good standing dated 2 September 2024, issued by the Registrar of Companies (the Registrar) in the Cayman Islands (the Certificate of Good Standing); and

 

(h)

the Registration Statement.

 

 

Mourant Ozannes (Cayman) LLP is registered as a limited liability partnership in the Cayman Islands with registration number 601078

 

2.

Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied upon the following assumptions, which we have not independently verified:

 

2.1

copies of documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;

 

2.2

where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of the draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

 

2.3

the accuracy and completeness of all factual representations made in the documents reviewed by us;

 

2.4

the genuineness of all signatures and seals;

 

2.5

the Resolutions were duly passed, are in full force and effect and have not been amended, revoked or superseded;

 

2.6

there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below;

 

2.7

the directors of the Company have not exceeded any applicable allotment authority conferred on the directors by the shareholders;

 

2.8

upon issue of the Shares, the Company will receive in full the consideration for which the Company agreed to issue the Shares, which shall be equal to at least the par value thereof;

 

2.9

the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement has been duly filed with the Commission;

 

2.10

each director of the Company (and any alternate director) has disclosed to each other director any interest of that director (or alternate director) in the transactions contemplated by the Registration Statement in accordance with the M&A;

 

2.11

the Company is not insolvent, will not be insolvent and will not become insolvent as a result of executing, or performing its obligations under the Registration Statement and no steps have been taken, or resolutions passed, to wind up the Company or appoint a receiver in respect of the Company or any of its assets;

 

2.12

the Company Records were, when reviewed by us, and remain at the date of this opinion accurate and complete; and

 

2.13

the Company will have sufficient authorised but unissued share capital to issue each Share.

 

 

3.

Opinion

 

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1

The Company is incorporated under the Companies Act (as amended) of the Cayman Islands (the Companies Act), validly exists under the laws of the Cayman Islands as an exempted company and is in good standing with the Registrar. The Company is deemed to be in good standing on the date of issue of the Certificate of Good Standing if it:

 

(a)

has paid all fees and penalties under the Companies Act; and

 

(b)

is not, to the Registrar's knowledge, in default under the Companies Act.

 

3.2

The Certificate of Good Standing is evidence that the Company is in good standing on the date thereof. Under Cayman Islands law, good standing means that the Company has paid all fees and penalties under the Companies Act and is not, to the Registrar's knowledge, in default under the Companies Act.

 

3.3

Based solely on our review of the M&A, the authorised share capital of the Company is US$50,000.00 divided into 22,000,000,000 Class A Ordinary Shares of par value US$0.000002 each and 3,000,000,000 Class B Ordinary Shares of par value US$0.000002 each.

 

3.4

The Shares have been duly authorised and when allotted, issued and paid for in accordance with the Plan and the Resolutions and when appropriate entries have been made in the register of members of the Company in respect thereof will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

 

4.

Qualifications

 

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

 

In this opinion the phrase non-assessable means, with respect to Shares in the Company, that a member shall not, solely by virtue of its status as a member, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances and subject to the M&A, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

5.

Consent

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name in the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully

 

/s/ Mourant Ozannes (Cayman) LLP

 

Mourant Ozannes (Cayman) LLP

 

3

 

Exhibit 23.2

 

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in this Registration Statement of Global Mofy Metaverse Limited on Form S-8 of our report dated January 31, 2024, with respect to our audits of the consolidated financial statements of Global Mofy Metaverse Limited as of September 30, 2023 and 2022 and for each of the years in the two year period ended September 30, 2023.

 

/s/ Marcum Asia CPAs LLP

 

Marcum Asia CPAs llp

New York, New York

September 5, 2024

 

NEW YORK OFFICE • 7 Penn Plaza • Suite 830 • New York, New York • 10001

Phone 646.442.4845 • Fax 646.349.5200 • www.marcumasia.com

Exhibit 23.3

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporated by reference in this Registration Statement on Form S-8 of our report dated March 4, 2022, except for Note 11, as to which date is July 8, 2022, and Note 10, as to which date is November 23, 2022, with respect to our audits of the consolidated financial statements of Global Mofy Metaverse Limited as of and for the year ended September 30, 2021, which report appears in this Registration Statement.

 

/s/ Friedman LLP

 

Friedman LLP

 

New York, New York

September 5, 2024

 

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

S-8

(Form Type)

 

GLOBAL MOFY AI LIMITED

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered (1)				Proposed Maximum Offering Price Per Share (2)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Class A Ordinary Shares, US$0.000002 par value per share		Rule 457(c) and (h)			4,500,000			$	0.89			$	4,005,000			$	0.00014760			$	591.14
Total Offering Amounts																						$	591.14
Total Fee Offsets																						$	0
Net Fee Due																						$	591.14

 

(1)	This Registration Statement on Form S-8 covers additional shares of Class A Ordinary Shares, US$0.000002 par value per share of Global Mofy AI Limited (“Registrant”) issuable pursuant to the 2024 Equity Incentive Plan (as amended and restated, the “2024 Equity Incentive Plan”) of the Registrant. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of ordinary shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the 2024 Equity Incentive Plan.
(2)	The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$0.89 per Class A ordinary share, the average of the high and low prices for the Registrant’s Class A ordinary share as quoted on the Nasdaq Capital Market on September 3, 2024.

 

---