环球墨非美股招股说明书(2024-01-02版)

Global Mofy Metaverse LimitedUp to 1,379,313 Ordinary Shares Warrants to Purchase up to 2,068,970 Ordinary Shares and up to2,068,970 Ordinary Shares issuable upon the exercise of theWarrants We are offering on a best-efforts basis of up to 1,379,313 ordinary shares, par value $0.000002 pershare of Global Mofy Metaverse Limited (“GMM”, the “Company”, “we”, “our”, “us”), together withwarrants to purchase up to 2,068,970 ordinary shares, at a combined offering price of $7.25 perordinary share and warrant. Each ordinary share will be sold together with one and a half (1.5)warrants. Each whole warrant entitles the holder thereof to purchase one ordinary share, and has anexercise price of $8.00 per share, and will expire on the third anniversary of the original issuance date.The warrants are not tradable on Nasdaq. Our ordinary shares are currently traded on the Nasdaq Capital Market, or Nasdaq, under the symbol“GMM.” On December 29, 2023, the last reported sale price of our ordinary shares on Nasdaq was$5.58. There are currently 27,166,155 ordinary shares issued and outstanding immediately prior to theoffering. There is no established public trading market for the warrants, and we do not expect a marketto develop. We do not intend to apply for listing of the warrants on any securities exchange or othernationally recognized trading system. Without an active trading market, the liquidity of the warrantswill be limited. Because there is no minimum offering amount required as a condition to closing this offering, we maysell fewer than all of the securities offered hereby, which may significantly reduce the amount ofproceeds received by us, and investors in this offering will not receive a refund in the event that we donot sell an amount of securities sufficient to pursue the business goals outlined in this prospectus.Because there is no minimum offering amount, investors could be in a position where they haveinvested in our Company, but we are unable to fulfill our objectives due to a lack of interest in thisoffering. Also, any proceeds from the sale of securities offered by us will be available for ourimmediate use, despite uncertainty about whether we would be able to use such funds to effectivelyimplement our business plan. See “Risk Factors” on page 25 for more information. We intend tocomplete one closing of this offering, but may undertake one or more additional closings for the saleof the additional securities to the investors in the initial closing. Investors are cautioned that you are not buying shares of a China-based operating company butinstead are buying shares of a Cayman Islands holding company with operations conducted byour subsidiaries based in China and that this structure involves unique risks to investors. This is an offering of the ordinary shares of the Cayman Islands holding company. We conductour business through the PRC subsidiaries. You will not and may never have direct ownership in the operating entity based in China. After the restructure that dissolved the Variable InterestEntity (“VIE”) structure, Global Mofy Metaverse Limited now controls and receives theeconomic benefits of the PRC subsidiaries’ business operation, if any, through equity ownership.We do not use a VIE structure. Unless otherwise stated, as used in this prospectus, the terms “Global Mofy Cayman,” “we,” “us,”“our Company,” and the “Company” refer to Global Mofy Metaverse Limited, an exempted companywith limited liability incorporated under the laws of the Cayman Islands; the terms the “PRCsubsidiaries” and the “operating subsidiaries” refer to Global Mofy (Beijing) Technology Co., Ltd., orGlobal Mofy China and its subsidiaries, Mofy (Beijing) Film Technology Co., Table of Contents Ltd., or Beijing Mofy, Kashi Mofy Interactive Digital Technology Co., Ltd., or Kashi Mofy, ShanghaiMo Ying Fei Huan Technology Co., Ltd., or Shanghai Mofy, and Xi’an Digital Cloud TechnologyCo., Ltd., or Xi’an Mofy, entities organized under the laws of the PRC. Global Mofy Cayman is a Cayman Islands holding company and is not a Chinese operating company.As a holding company with no material operations of its own, it conducts all of its operations andoperates its business in China through its PRC subsidiaries, in particular, Global Mofy China and itssubsidiaries, Beijing Mofy, Kashi Mofy, Shanghai Mofy, and Xi’an Mofy. Because of our corporatestructure as a Cayman Islands holding company with operations conducted by our PRC subsidiaries, itinvolves unique risks to investors. Furthermore, Chinese regulatory authorities could change the rulesand regulations regarding foreign ownership in the industry in which the Company operates, whichwould likely result in a material change in our operations and/or a material change in the value of thesecurities we are registering for sale, including that it could cause the value of such securities tosignificantly decline or become worthless. Investors in our ordinary shares should be aware that the