Global Mofy AI Ltd 6-K, filed Nov 8, 2023
Global Mofy AI Ltd (GMM)
About this 6-K
Global Mofy AI Ltd filed this 6-K on November 8, 2023.
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 2023
Commission File Number: 001-41834
Global Mofy Metaverse Limited
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)
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 ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
On October 12, 2023, Global Mofy Metaverse Limited (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Prime Number Capital, LLC, as the representative of the underwriters listed on Schedule A thereto (the “Representative”) in connection with the initial public of 1,200,000 ordinary shares, par value $0.000002 per share, of the Company (the “Ordinary Shares”) at an offering price of $5.00 per share (the “Public Offering Price”).
Pursuant to the Underwriting Agreement, the Company also granted the underwriters a 45-day option to purchase up to 180,000 Ordinary Shares at the Public Offering Price, less the underwriting discount, to cover over-allotment, if any (the “Over-Allotment Option”).
On November 6, 2023, the Representative exercised the Over-Allotment Option partially to purchase an additional 40,000 Ordinary Shares. The Company received $174,000 in net proceeds from the exercise of the Over-Allotment Option, after deducting underwriting discounts and other estimated expenses payable by the Company. The closing of the Over-Allotment Option took place on November 8, 2023.
The Company issued a press release on November 8, 2023, announcing the closing of the Over-Allotment Option. Copy of the press release is attached hereto as Exhibit 99.1.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release – Global Mofy Metaverse Limited Announces Exercise of the Underwriter’s Over-Allotment Option |
2
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 Metaverse Limited | ||
| Date: November 8, 2023 | By: | /s/ Haogang Yang |
| Name: | Haogang Yang | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
Global Mofy Metaverse Limited Announces Exercise of the Underwriter’s Over-Allotment Option
Beijing, China, Nov. 8, 2023 – Global Mofy Metaverse Limited (the “Company” or “Mofy Metaverse”) (NASDAQ: GMM), a technology solutions provider engaged in virtual content production, digital marketing, and digital assets development for the metaverse industry, today announced that Prime Number Capital LLC, as underwriter of the Company’s initial public offering (“IPO”), has exercised the over-allotment option to purchase an additional 40,000 Ordinary Shares at the IPO price of $5.00 per share. As a result, the Company has raised gross proceeds of $200,000, in addition to the previously announced IPO gross proceeds of approximately $6,000,000, before underwriting discounts and offering expenses.
Prime Number Capital, LLC acted as the sole bookrunner for the Offering. Ortoli Rosenstadt LLP acted as U.S. counsel to the Company, and Hunter Taubman Fischer & Li LLC acted as U.S. counsel to Prime Number Capital, LLC, in connection with the Offering.
A registration statement on Form F-1 (File No. 333-268553) relating to the Offering, as amended, has been filed with the Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on September 28, 2023. The Offering is being made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained, when available, from Prime Number Capital, LLC by email at info@pncps.com or via standard mail to Prime Number Capital, LLC, 12 E 49th St, Floor 27, New York, NY10017. In addition, a copy of the final prospectus can also be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Global Mofy Metaverse Limited
Headquartered at Beijing, Global Mofy Metaverse Limited is a technology solutions provider engaged in virtual content production, digital marketing, and digital assets development for the metaverse industry. Utilizing its proprietary “Mofy Lab” technology platform which consists of cutting-edge three-dimensional (“3D”) rebuilt technology and artificial intelligence (“AI”) interactive technology, the Company creates 3D high definition virtual version of a wide range of physical world objects such as characters, objects and scenes which can be used in different applications such as movies, TV series, AR/VR, animation, adverting and gaming. Mofy Metaverse is one of the leading digital asset banks in China, which consists of more than 7,000 high precision 3D digital assets. With its strong technology platform and industry track record, Mofy Metaverse is able to attract high-profile customers and earn repeat business. The Company primarily operates in three lines of business (i) virtual technology service, (ii) digital marketing, and (iii) digital asset development and others. For more information, please visit: www.globalmofy.cn/, 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:
Underwriters
Prime Number Capital LLC
Ms. Xiaoyan Jiang, Chairwoman
Email：info@pncps.com
Investor Relations
WFS Investor Relations Inc.
Janice Wang, Managing Partner
Email: services@wealthfsllc.com
Phone: +86 13811768599
+1 628 283 9214