环球墨非美股招股说明书(2023-10-11版)

Global Mofy Metaverse Limited 740,829Ordinary Shares This prospectus relates to 740,829 of our ordinary shares with $0.000002 par value per share (the“Ordinary Shares”), of Global Mofy Metaverse Limited that may be sold from time to time by AnguoJijianEnterprise Management Co.,Ltd(the“Selling Shareholder”or“Anguo”),the existingshareholder of our Company that is selling a portion of their Ordinary Shares pursuant to thisprospectus. We have received the approval letter from Nasdaq to have our ordinary shares listed on the NasdaqCapital Market under the symbol “GMM.” Once, and if, there is an established market for these resale shares, the Selling Shareholder may sellthe resale shares from time to time at the market price prevailing on the Nasdaq Capital Market at thetime of offer and sale, or at prices related to such prevailing market prices or in negotiated transactionsor a combination of such methods of sale directly or through brokers. 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 ownershipin 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., Ltd., or Beijing Mofy, Kashi Mofy Interactive Digital Technology Co., Ltd., or Kashi Mofy, Shanghai Mo Ying Fei HuanTechnology Co., Ltd., or Shanghai Mofy, and Xi’an Digital Cloud Technology Co., Ltd., or Xi’anMofy, 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, Table of Contents Shanghai Mofy, and Xi’an Mofy. Because of our corporate structure as a Cayman Islands holdingcompany with operations conducted by our PRC subsidiaries, it involves unique risks to investors.Furthermore, Chinese regulatory authorities could change the rules and regulations regarding foreignownership in the industry in which the company operates, which would likely result in a materialchange in our operations and/or a material change in the value of the securities we are registering forsale, including that it could cause the value of such securities to significantly decline or becomeworthless. Investors in our ordinary shares should be aware that they do not directly hold equityinterests in the Chinese operating entities, but rather are purchasing equity solely in Global MofyCayman, our Cayman Islands holding company, which indirectly owns 100% equity interests in thePRC subsidiaries. Our ordinary shares offered in this offering are shares of our Cayman Islandsholding company instead of shares of our subsidiaries in China. See “Risk Factors — Risks Related toDoing Business in China — The filing, approval or other administration requirements of the ChineseSecurities Regulatory Commission (the “CSRC”) or other PRC government authorities may berequired in connection with our future offshore offering under PRC law, and, if required, we cannotpredict whether or for how long we will be able to complete the filing procedure with the CSRC andobtain such approval or complete such filing, as applicable.” on page 26. We are an “emerging growth company” as defined under federal securities laws and, as such,willbe subject to reduced public company reporting requirements.See“ProspectusSummary — Implications of Being an Emerging Growth Company and a Foreign PrivateIssuer” on page 19 for additional information. Neither the Securities and Exchange Commission nor any other regulatory body has approvedor disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense. Investing in our ordinary shares involves a high degree of risk. Before buying any ordinaryshares, you should carefully read the