GMM 6-K/A
Global Mofy AI Ltd (GMM)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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FORM 6-K/A
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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2024
Commission File Number: 001-41834
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Global Mofy Metaverse Limited
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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)
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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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K/A REPORT
In connection with the annual general meeting of shareholders of Global Mofy Metaverse Limited (the “Company”), the Company is filing this Form 6-K/A to amend the previously filed Form 6-K, dated July 26, 2024. The original filing included the Notice of Annual General Meeting and Proxy Statement (the “Proxy Statement”) and the Form of Proxy Card (the “Proxy Card”). It has come to the Company’s attention that the original Proxy Card incorrectly listed one of the directors as “Cai Feng.” The correct name of the director is “Rui Dong.” The Proxy Statement remains unchanged. Attached hereto and incorporated by reference herein is the updated proxy card reflecting this correction.
1
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Form of Proxy Card |
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: August 1, 2024 | By: | /s/ Haogang Yang |
| Name: | Haogang Yang | |
| Title: | Chief Executive Officer |
3
Exhibit 99.1
| Control Number: | Number of Shares: | Registered Shareholder: |
|---|
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
PROXY
Solicited on Behalf of the Board of Directors for the Annual General Meeting of Shareholders on August 15, 2024 at 10:00 A.M., China Standard Time (August 14, 2024, at 10:00 P.M., Eastern Time)
The undersigned hereby appoints Mr. Haogang Yang as proxy with full power of substitution, to represent and to vote as set forth herein all the ordinary shares of Global Mofy Metaverse Limited which the undersigned is entitled to vote at the Annual General Meeting of Shareholders and any adjournments or postponements thereof, as designated below. If no designation is made, the proxy, when properly executed, will be voted “FOR” in Items 1, 2, 3, 4, 5, and 6.
| Item 1 | To consider and vote upon ordinary resolutions, to appoint five directors, Mr. Haogang Yang, Mr. Chen Chen, Mr. Chi Chen, Ms. Rui Dong, and Ms. Xiaohong Qi, to serve on the Company’s board of directors (the “Board”) until the next annual general meeting of shareholders or until their office is otherwise vacated or they are removed by ordinary resolution. | ||
|---|---|---|---|
| Haogang Yang | ☐ For | ☐ Against | ☐ Abstain |
| --- | --- | --- | --- |
| Chen Chen | ☐ For | ☐ Against | ☐ Abstain |
| Chi Chen | ☐ For | ☐ Against | ☐ Abstain |
| Rui Dong | ☐ For | ☐ Against | ☐ Abstain |
| Xiaohong Qi | ☐ For | ☐ Against | ☐ Abstain |
| Item 2 | To consider and vote upon a special resolution, to change the name of the Company to Global Mofy AI Limited and a special resolution to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association to reflect the Company’s new name. | ||
| --- | --- | --- | --- |
| ☐ For | ☐ Against | ☐ Abstain | |
| Item 3 | In order to adopt a dual-class share capital structure, to consider and vote upon:<br> <br>(a) an ordinary resolution to:<br> <br>(i) re-designate all of the issued and outstanding ordinary shares of US$0.000002 par value each in the capital of the Company (the “Ordinary Shares”) into class A Ordinary Shares of US$0.000002 par value each, each having one (1) vote per share and the other rights attached to it as set out in the Second Amended and Restated Memorandum and Articles of Association (the “Class A Ordinary Shares”) on a one for one basis;<br> <br>(ii) re-designate 3,000,000,000 authorized but unissued Ordinary Shares into 3,000,000,000 class B Ordinary Shares of US$0.000002 par value each, each having 20 votes per share and the other rights attached to it as set out in the Second Amended and Restated Memorandum and Articles of Association (the “Class B Ordinary Shares”) on a one for one basis; and<br> <br>(iii) re-designate the remaining authorized but unissued Ordinary Shares into Class A Ordinary Shares on a one for one basis,<br> <br>provided that the Company shall, at the time of the above resolution, have not less than 3,000,000,000 authorized but unissued Ordinary Shares; and<br> <br>(b) a special resolution to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association to reflect the foregoing and to consent to any variation or abrogation of rights as a result thereof | ||
| --- | --- | --- | --- |
| ☐ For | ☐ Against | ☐ Abstain | |
| Item 4 | To consider and vote upon a special resolution to amend Articles 50 and 60 of the Company’s Amended and Restated Memorandum and Articles of Association. | ||
| ☐ For | ☐ Against | ☐ Abstain | |
| Item 5 | To consider and vote upon an ordinary resolution, to approve the repurchase and issuance of shares of certain shareholders as follows: | ||
| Name of Shareholder | Number of Existing<br>Shares held | Number of Shares to be<br>Held Giving Effect to<br>Share Re-designation | Number of Shares to be<br>Held Giving Effect to <br>Share Re-designation,<br>Repurchase and Issuance |
| --- | --- | --- | --- |
| James Yang Mofy Limited | 10,913,894 Ordinary<br>Shares | 10,913,894 Class A<br>Ordinary Shares | 10,913,894 Class B<br>Ordinary Shares |
| New JOLENE&R L.P. | 1,809,142 Ordinary<br>Shares | 1,809,142 Class A<br>Ordinary Shares | 1,809,142 Class B<br>Ordinary Shares |
| ☐ For | ☐ Against | ☐ Abstain | |
| --- | --- | --- | --- |
| Item 6 | To adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, Proposal Two, Proposal Three, Proposal Four, and Proposal Five. | ||
| ☐ For | ☐ Against | ☐ Abstain |
In his discretion, the proxy is authorized to vote upon any other matters which may properly come before the Annual Meeting, or any adjournment or postponement thereof.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| Dated: ____________________________________, 2024 |
|---|
| _______________________________________________ |
| Signature |
| _______________________________________________ |
| Signature (Joint Owners) |
| Please date and sign name exactly as it appears hereon. Executors, administrators, trustees, etc. should so indicate when signing. If the shareholder is a corporation, the full corporate name should be inserted and the proxy signed by an officer of the corporation indicating his/her title |
| --- |
| [SEE VOTING INSTRUCTIONS ON REVERSE SIDE] |
VOTING INSTRUCTIONS
Please sign, date and mail this Proxy Card promptly to the following address in the enclosed postage-paid envelope:
Anna Kotlova Transhare Corporation Bayside Center 1 17755 US Highway 19 N Suite 140 Clearwater FL 33764
OR
You may sign, date and submit your Proxy Card by facsimile to 1.727. 269.5616.
OR
You my sign, date, scan and email your scanned Proxy Card to Anna Kotlova at [email protected].
OR
You may vote online through the Internet:
1. Go to www.transhare.com at any time 24 hours a day and click on Vote Your Proxy.
2. Login using the control number located in the top left hand corner of this proxy card.
3. Access the proxy voting link within that website to vote your proxy.
If you vote your proxy on the Internet, you do not need to mail back, fax or email your Proxy Card.
The Proxy Statement and the form of Proxy Card are available at www.transhare.com.
Consent to electronic delivery of proxy material: __________________________(email address).