环球墨非美股招股说明书(2024-12-20版)

GLOBAL MOFY AI LIMITED GLOBAL MOFY AI LIMITED Up to 333,335 Class A Ordinary Shares Warrants to Purchase up to 19,801,985 Class A Ordinary Shares andup to 19,801,985 Class A Ordinary Shares Issuable Upon Exercise of the Warrants This prospectus is related to the resale, from time to time, by the selling shareholders identified in this prospectus(the “Selling Shareholders”), of up to an aggregate of 333,335 Class A ordinary shares (the “Shares”), par value$0.00003 per share (the “Class A Ordinary Shares”), of GLOBAL MOFY AI LIMITED (“GMM”, the “Company”,“we”, “our”, “us”), warrants (the “Warrants”) to purchase up to 19,801,985 Class A Ordinary, and up to 19,801,985Class A Ordinary Shares issuable upon the exercise of the Warrants. The Shares and the Warrants were issued in aprivate placement completed on October 31, 2024 (the “Private Placement”) pursuant to certain securities purchaseagreement dated October 13, 2024, as amended on October 31, 2024, by and between the Company and the SellingShareholders (the “Securities Purchase Agreement”), as further described below under “Prospectus Summary – OurCorporate History and Structure – The 2024 Private Placement” on page 7 of this prospectus. This prospectus also covers any additional ordinary shares that may become issuable upon any adjustment pursuantto the terms of the Warrants issued to the Selling Shareholders by reason of share splits, share dividends, sharecombinations, recapitalizations and other events described therein. The Selling Shareholders are identified in the table commencing on page 64 of this prospectus. No Class A OrdinaryShares are being registered hereunder for sale by us. We will not receive any proceeds from the sale of the Class AOrdinary Shares by the Selling Shareholders. All net proceeds from the sale of the Class A Ordinary Shares coveredby this prospectus will go to the Selling Shareholders. See “Use of Proceeds.” Information regarding the SellingShareholders, the amounts of Class A Ordinary Shares that may be sold by it, and the times and manner in which itmay offer and sell the Class A Ordinary Shares under this prospectus is provided under the sections titled “SellingShareholder” and “Plan of Distribution,” respectively, in this prospectus. We do not know when or in what amountthe Selling Shareholders may offer the Class A Ordinary Shares for sale. The Selling Shareholders may sell any, all,or none of the Class A Ordinary Shares offered by this prospectus. Our authorized share capital is a dual class structure consisting of Class A Ordinary Shares and class B ordinaryshares of a par value of US$0.00003 each (“Class B Ordinary Shares”). Holders of Class A Ordinary Shares andClass B Ordinary Shares shall vote together as one class on all resolutions of the shareholders and have the samerights except each Class A Ordinary Share shall entitle its holder to one (1) vote and each Class B Ordinary Shareshall entitle its holder to twenty (20) votes. The Class B Ordinary Shares would not be convertible into Class AOrdinary Shares or any other equity securities authorized to be issued by the Company. Our Class A Ordinary Shares are currently traded on the Nasdaq Capital Market, or Nasdaq, under the symbol“GMM.” On December 2, 2024, the last reported sale price of our Class A Ordinary Shares on Nasdaq was $4.60. We received a written notification from the Nasdaq Stock Market LLC (the “Nasdaq”) on September 25, 2024,notifying us that we are not in compliance with the minimum bid price requirement set forth in the Nasdaq rules forcontinued listing on the Nasdaq (the “Minimum Bid Price Requirement”). To regain compliance, our Class AOrdinary Shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive trading days byMarch 24, 2025. In the event the Company does not regain compliance by March 24, 2025, we are eligible for anadditional 180 calendar day period to regain compliance with the Minimum Bid Price Requirement. On November1, 2024, the Company convened its special meeting of shareholders, during which the shareholders of the Companyadopted resolutions approving an increase of the Company’s share capital and a share consolidation (the “ReverseShare Split”) in a ratio of one (1)-for-fifteen (15) of the Company’s issued and outstanding Class A Ordinary Sharesand class B ordinary shares (the “Class B Ordinary Shares”), as well as the number of authorized Class A OrdinaryShares and Class B Ordinary Shares. As a result, as of the date of this prospectus, there are 2,931,234 Class AOrdinary Shares and 848,203 Class B Ordinary Shares issued and outstanding and the Company’s authorized sharecapital is US$1,020,000 and is divided into: (a) 30,000,000,000 Class A Ordinary Shares of par value ofUS$0.00003 each, and (b) 4,000,000,000 Class B Ordinary Shares of par value of US$0.00003 each. The ReverseShare Split was implemented to regain compliance with the Minimum Bid Price Requirement. Our Class A ordinaryshares