6-K
Global Mofy AI Ltd (GMM)
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 July 2024
Commission File Number: 001-41834
Global Mofy Metaverse Limited
No. 102, 1^st^ Floor, No. A12,Xidian Memory Cultural and Creative TownGaobeidian Township, Chaoyang District, BeijingPeople’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 ☐
On July 23, 2024, Global Mofy Metaverse Limited announced its Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended March 31, 2024 and 2023, and the Unaudited Interim Consolidated Financial Statements for the six-month period ended March 31, 2024 and 2023, which are attached as Exhibit 99.1 and Exhibit 99.2, respectively.
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months ended March 31, 2024 and 2023 |
| 99.2 | Unaudited Interim Consolidated Financial Statements for the Six Months ended March 31, 2024 and 2023 |
| 99.3 | Press Release - Global Mofy Reports YoY $9.8 million Increase in Net Income for the Six Months Ended March 31, 2024, dated July 23, 2024 |
| 99.4 | Presentation dated July 23, 2024 |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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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: July 23, 2024 | By: | /s/ Haogang Yang |
| Name: | Haogang Yang | |
| Title: | Chief Executive Officer |
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Exhibit 99.1
Item 5. Operating and FinancialReview and Prospects
You should read the following discussion andanalysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statementsand the related notes included elsewhere in this interim report. This discussion contains forward-looking statements that involve risksand uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-lookingstatements as a result of various factors, including those set forth under “Item 3. Key Information— 3.D. Risk Factors” and elsewhere in this interim report.
Overview
We are an AI-Driven technology solutions provider engaged in virtual content production, and digital assets development for the digital content industry. Utilizing our proprietary “Mofy Lab” technology platform which consists of cutting-edge three-dimensional (“3D”) rebuilt technology and artificial intelligence (“AI”) interactive technology, we are able to create 3D high definition virtual version of a wide range of physical world objects such as human, animal and scenes which can be used in different applications. According to the industry datasheet generated by Frost & Sullivan, we are one of the leading digital asset banks in China. As of the date of this report, our digital asset bank has more than 100,000 high precision 3D digital assets. High precision means 4K (4096*2160) resolution of movie precision. With our strong technology platform and industry track record, we attract high-profile customers such as L’Oreal and Pepsi and earn repeat business. Additionally, we have developed the Gausspeed platform, an innovative generative AI solution NIVIDIA Omniverse and NVIDIA RTX GPUs to further enhance our capabilities in creating high-quality digital content. We primarily operate in two lines of business (i) virtual technology service and (ii) digital asset development and others. We had another business line of digital marketing during the fiscal years ended September 30, 2022 and 2021. However, we did not have revenue from this line of business in the six months ended March 31, 2024 and the fiscal year ended September 30, 2023 and we plan to cease this line of business in the future.
Virtual Technology Service
We provide comprehensive technology solution to assist customers in virtual content production, which can be used in a variety of settings such as movies, television series, animations, advertising and gaming, etc. Leveraging our proprietary “Mofy Lab” technology platform and developing AI technologies, we produce high-quality virtual content quickly and cost-effectively to meet highly differentiated customers’ needs. The virtual content production contracts are primarily on a fixed price basis, payable on a milestone basis, which require us to perform services for visual effect design, content development, production and integration based on customers’ specific needs.
Digital Asset Development
Through our virtual content production business and opportunistic acquisition of certain digital assets, we have built a robust digital asset bank with more than 100,000 3D digital assets. We grant specific use right of these digital assets to customers who use them based on their specific needs across different applications such as movies, TV series, AR/VR, animation, advertising and gaming. Additionally, leveraging our robust digital asset bank, we have started further in-depth development of AI-based 3D model and video generative tool to further enhance our operation efficiency and profitability. Our digital assets, which build up our digital asset bank, mainly consist of high precision 3D renders of scenes, characters, objects and, items that can be licensed for use in virtual environment.
Depending on customers’ needs, these digital assets can be quickly deployed and integrated with minimal customization, thus reducing project costs and expediate completion time. With the rapid development of digital content industry, we believe digital assets will be become increasingly valuable and have abundant use cases. We plan to continue to actively expand our digital asset bank and develop more digital asset products that we believe have more uses to serve this rapidly growing market.
Global Mofy China has its own technology platform, called “Mofy Lab”. Mofy Lab contains self-developed and optimized technologies, including 3D rebuilt technology and AI interactive technology, which can: (i) create 3D high-definition virtual version of real world objects, or the digital assets; and (ii) provide a one-stop, low barrier, low-cost solution to assist digital content industry companies in creating high quality virtual contents.
For the six months ended March 31, 2024, our revenues were $20.0 million, of which approximately 45% and 55% were generated from our two lines of business, virtual technology service and digital assets development and others, respectively. For the six months ended March 31, 2023, our revenues were $12.8 million of which approximately 62% and 38% were generated from our two lines of business, virtual technology service and digital assets development and others, respectively.
We position ourselves as a comprehensive technology solutions provider that act as a building block for the development of the digital content industry. Our goal is to become a leading digital asset provider to empower companies in the digital content value chain with high quality and cost-effective solutions and products. Our experienced management team has utilized the opportunities from this emerging market to achieve the long-term development and growth of Global Mofy China through our growth strategies.
Recent Developments
On December 29, 2023, the Company entered into certain securities purchase agreements with certain institutional investors (the “Investors”) for a follow-on offering of $10 million of ordinary shares, par value $0.000002 per share and accompanying warrants at a price of $7.25 per ordinary share and accompany warrant. The Company issued a total of 1,379,313 ordinary shares and warrants for the purchase of up to 2,068,970 ordinary shares at an exercise price of $8.00 per share (the “Existing Warrants”). On March 1, 2024, the Company entered into warrant exchange agreements with each of the Investors, pursuant to which each Investor conveyed, assigned, transferred, and surrendered the Existing Warrants in exchange for new warrants (the “New Warrants”). The Existing Warrants were automatically deemed cancelled by the Company upon the time of issuance of the New Warrants. The New Warrants have the same terms and conditions as the Existing Warrants except that the New Warrants allow each holder to, after 6 months from the original issuance date of the Existing Warrants, alternatively exchange all or any portion of the New Warrants into such aggregate number of ordinary shares equal to the product of (x) 0.4 and (y) such aggregate number of ordinary shares underlying such portion of the New Warrants to be exercised (the “Alternative Cashless Exercise”). In July, the Company issued a total of 827,589 ordinary shares upon delivery of notices from the Investors exercising the New Warrants in full through Alternative Cashless Exercise. As a result, all of the New Warrants have been fully exercised.
In January 2024, the Company established a subsidiary, Global Mofy Technology LLC, under the laws of the State of California, to develop and expand overseas business.
In March 2024, the Company established a subsidiary, Gauss Intelligence (Beijing) Technology Co.. Ltd., under the laws of China, which will focus on the monetization of artificial intelligence generated content (AIGC), AI-generated 3D digital assets and synthetic video content creation.
In May 2024, the Company established a subsidiary GMM Discovery LLC, under the laws of the State of Delaware, to serve a diverse client base and explore new market opportunities.
In April 2024, the Company announced Gausspeed – a generative artificial intelligence (AIGC) platform designed for film production, video generation, and other content creation within the digital entertainment sector. Developed over two years, Gausspeed was designed from the outset to deeply integrate the NVIDIA Omniverse Cloud API, providing creators with a highly collaborative creative space. This integration significantly enhances cooperation and innovation within the creative ecosystem. The platform leverages the NVIDIA Omniverse and NVIDIA RTX GPU technologies, simplifying complex workflows, enhancing production efficiency, and bolstering collaboration within the entertainment industry. With advanced scene generation capabilities, Gausspeed enables directors and creators to preview prototype designs early in the project, allowing for precise planning and adjustments to ensure that every scene and shot aligns perfectly with the creator’s vision. This promotes creative freedom and reduces production complexity.
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5.A. Operating Results.
Factors Affecting Our Results of Operations
Our ability to compete effectively
Our business and results of operations depend on our ability to compete effectively in the industry in which we operate. The competitive position may be affected by, among other things, the scope of the products, the quality of solutions and abilities to customize our products to meet customers’ business needs. Our proprietary technologies and research and development capabilities has enabled us to develop products tailored to our customers and we are able to retain and develop business with existing customers and to attract new customers. However, if we are unable to keep up with our product development or innovation, we might not be able to develop new customers or expand our business effectively. In addition, we are subject to competition from within our industry. Increased competition could materially and adversely affect business and results of operations.
Government policies may impact our businessand operating results.
We have not seen any significant impact of unfavorable government policies upon our business recently. However, our business and operating results will be affected by the overall economic growth and government policies in the PRC. Unfavorable changes in government policies could materially and adversely affect our results of operations. We will seek to make adjustments as required if and when government policies shift.
Key Components of Results of Operations
Comparison of Results of Operations forthe Six Months Ended March 31, 2024 and 2023
The following tables summarize our results of operations from unaudited condensed consolidated statements of operations and comprehensive loss for the six months ended March 31, 2024 and 2023, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.
| For the Periods Ended March 31, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Variance | ||||||||||||||||
| Amount | % of revenue | Amount | % of revenue | Amount | % | |||||||||||||
| Revenues | $ | 19,918,959 | 100.0 | % | $ | 12,823,586 | 100.0 | % | $ | 7,095,373 | 55.3 | % | ||||||
| Cost of revenues | (8,100,554 | ) | (40.7 | )% | (7,798,985 | ) | (60.8 | )% | (301,569 | ) | 3.9 | % | ||||||
| Gross profit | 11,818,405 | 59.3 | % | 5,024,601 | 39.2 | % | 6,793,804 | 135.2 | % | |||||||||
| Operating expenses: | ||||||||||||||||||
| Selling expenses | (361,792 | ) | (1.8 | )% | (98,893 | ) | (0.8 | )% | (262,899 | ) | 265.8 | % | ||||||
| General and administrative expenses | (3,907,045 | ) | (19.6 | )% | (933,617 | ) | (7.3 | )% | (2,973,428 | ) | 318.5 | % | ||||||
| Research and development expenses | (839,388 | ) | (4.2 | )% | (3,316,680 | ) | (25.9 | )% | 2,477,292 | (74.7 | )% | |||||||
| Total operating expenses | (5,108,225 | ) | (25.6 | )% | (4,349,190 | ) | (34.0 | )% | (759,035 | ) | 17.5 | % | ||||||
| Income from operations | 6,710,180 | 33.7 | % | 675,411 | 5.2 | % | 6,034,769 | 893.5 | % | |||||||||
| Other income (expenses): | ||||||||||||||||||
| Interest income | 204,254 | 1.0 | % | 36,693 | 0.3 | % | 167,561 | 456.7 | % | |||||||||
| Interest expenses | (117,858 | ) | (0.6 | )% | (46,312 | ) | (0.4 | )% | (71,546 | ) | 154.5 | % | ||||||
| Issuance costs allocated to warrant liability | (823,846 | ) | (4.1 | )% | — | — | (823,846 | ) | — | |||||||||
| Change of fair value of warrant liability | 6,743,319 | 33.9 | % | — | — | 6,743,319 | — | |||||||||||
| Other income, net | 40,134 | 0.2 | % | 36,748 | 0.3 | % | 3,386 | 9.2 | % | |||||||||
| Total other income, net | 6,046,003 | 30.4 | % | 27,129 | 0.2 | % | 6,018,874 | 22,186.1 | % | |||||||||
| Income before income taxes | 12,756,183 | 64.1 | % | 702,540 | 5.5 | % | 12,053,643 | 1,715.7 | % | |||||||||
| Income taxes expense | (2,436,804 | ) | (12.2 | )% | (175,917 | ) | (1.4 | )% | (2,260,887 | ) | 1,285.2 | % | ||||||
| Net income | 10,319,379 | 51.9 | % | 526,623 | 4.1 | % | 9,792,756 | 1,859.5 | % |
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Revenue
We generate revenue primarily through virtual technology service and digital asset development. Total revenues increased by $7.1 million or 55.3%, from $12.8 million for the six months ended March 31, 2023, to $19.9 million for the six months ended March 31, 2024. The following table sets forth a breakdown of our revenues:
| For the Six Months Ended March 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Variance | |||||||||||||
| Amount | % | Amount | % | Amount | % | ||||||||||
| Virtual technology service | $ | 8,968,867 | 45.0 | % | $ | 7,923,124 | 61.8 | % | $ | 1,045,743 | 13.2 | % | |||
| Digital asset development and others | 10,950,092 | 55.0 | % | 4,900,462 | 38.2 | % | 6,049,610 | 123.5 | % | ||||||
| Total | $ | 19,918,959 | 100.0 | % | $ | 12,823,586 | 100.0 | % | $ | 7,095,373 | 55.3 | % |
Revenues from virtual technology service
Revenues from virtual technology service accounted for 45.0% and 61.8% of total revenues for the six months ended March 31, 2024 and 2023, respectively. Revenues from virtual technology service increased by $1.0 million, or 13.2% from $7.9 million for the six months ended March 31, 2023, to $9.0 million for the six months ended March 31, 2024. Such increase was mainly driven by the recovery of the movie and TV industries boomed in China in recently two years led to an increase in the revenue contribution of movies and TV series projects. Revenue from movies and TV series projects increased as a result of the expansion of the overall business scale of the market, and we kept strengthening our relationship with existing customers as most of the new customers were referred by the current customers.
Revenues from digital asset development andothers
We launched our digital asset development and others business in the fourth quarter of 2021. Revenues from digital assets development and others accounted for 55.0% and 38.2% of total revenues for the six months ended March 31, 2024 and 2023, respectively. Revenues from digital assets development and others increased by $6.0 million or 123.5% from $4.9 million for the six months ended March 31, 2023, to $11.0 million for the six months ended March 31, 2024. Such increase was mainly driven by the boom of the concept of the metaverse and our business strategies of expanding the new digital asset development continuously and focusing more on the higher margin business line. Additionally, we have expanded and reached out to new customers in game production and cultural tourism business in this year, which also contribute to our significant increase in revenue from digital asset development revenue. We have also entered into copyright licensing contracts to authorize production rights, adaption rights, sublicense rights of licensed copyrights and digital assets with entertainment production companies. In the future, we plan to contribute more resources in this business line and the proportion of digital asset development of total revenues is expected to further increase.
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Cost of Revenues
Cost of revenues primarily consists of outsourcing content production costs, payroll and related costs for employees involved with the Company’s operations and product support, such as rental and depreciation expenses. Total cost of revenues increased by $0.3 million or 3.9%, from $7.8 million for the six months ended March 31, 2023, to $8.1 million for the six months ended March 31, 2024. The following table sets forth a breakdown of our cost of revenues by services offered for the six months ended March 31, 2024 and 2023:
| For the Six Months Ended March 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Variance | ||||||||||||||
| Amount | % | Amount | % | Amount | % | |||||||||||
| Virtual technology service | $ | 6,415,668 | 79.2 | % | $ | 5,612,727 | 72.0 | % | $ | 802,941 | 14.3 | % | ||||
| Digital asset development and others | 1,684,886 | 20.8 | % | 2,186,258 | 28.0 | % | (501,372 | ) | (22.9 | )% | ||||||
| Total | $ | 8,100,554 | 100.0 | % | $ | 7,798,985 | 100.0 | % | $ | (301,569 | ) | 3.9 | % |
Cost of revenues for virtual technology service increased by $0.8 million, or 14.3%, from $5.6 million for the six months ended March 31, 2023 to $6.4 million for the six months ended March 31, 2024. Our cost of revenues of virtual technology service primarily consists of outsourcing costs, staff cost and allocated overhead related to each content production. The cost of revenues was varied in accordance with different projects.
Cost of revenues for digital asset development and others decreased by $0.5 million, or 22.9%, from $2.2 million for the six months ended March 31, 2023 to $1.7 million for the six months ended March 31, 2024. The cost of revenue primarily comprised of salary and benefits incurred by staff responsible for the production of the licensed copyrights, cost or amortization of digital assets and out-sourced production and development services. The decrease in cost of revenues was mainly due to the capitalization of the digital asset in the current period, which reduced the overall development and related cost.
Gross Profit and Gross Margin
As a result of changes in revenue and cost of revenues, gross profit increased by $6.8 million, or 135.2% from $5.0 million for the six months ended March 31, 2023 to $11.8 million for the six months ended March 31, 2024. The following table sets forth a breakdown of our gross profit and gross margin by services offered for the six months ended March 31, 2024 and 2023:
| For the Six Months Ended March 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Variance | |||||||||||||
| Gross profit | GM% | Gross profit | GM% | Amount | % | ||||||||||
| Virtual technology service | $ | 2,553,199 | 28.5 | % | $ | 2,310,397 | 29.2 | % | $ | 242,802 | 10.5 | % | |||
| Digital asset development and others | 9,265,206 | 84.6 | % | 2,714,204 | 55.4 | % | 6,551,002 | 241.4 | % | ||||||
| Total | $ | 11,818,405 | 59.3 | % | $ | 5,024,601 | 39.2 | % | $ | 6,793,804 | 135.2 | % |
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The gross margin increased from 39.2% for the six months ended March 31, 2023 to 59.3% for the six months ended March 31, 2024, which was mainly because that (i) the gross profits margin for virtual technology services decreased from 29.2% for the six months ended March 31, 2023 to 28.5% for the six months ended March 31, 2023. Gross margin varied in accordance with different projects. The variance in gross margin for virtual technology services is primarily due to completion of additional lower margin projects in the six months ended March 31, 2024 as compared to the prior period; and (ii) the gross profits margin for digital asset development business and others was 84.6% for the six months ended March 31, 2024. The margin of digital asset development and others are normally higher than our traditional virtual technology services. The increase in gross margin of this business line is primarily because of the higher repeat purchase and reuse rates brought by the increase in our asset quantity, and the Company’s technical processing of outsourced simple digital assets, which were then licensed as higher-margin assets. In addition, digital assets can be authorized repeatedly and generated economies of scale, resulting in reduced costs and a higher gross margin.. In addition, digital assets can be authorized repeatedly and generated economies of scale, which resulting in a reduced cost and a higher gross margin.
Operating Expenses
Operating expenses increased by $0.8 million, or 17.5%, from $4.3 million for the six months ended March 31, 2023, to $5.1 million for the six months ended March 31, 2024. The change was primarily caused by the increase of $3.0 million in general and administrative expenses and the increase of $0.3 million in selling expenses partially offset by decrease of $2.5 million in research and development expenses.
Selling Expenses
Selling expenses primarily included salary and benefit expenses incurred by sales and marketing personnel and related office expenses. Selling expenses increased by $0.3 million, or 265.8%, from $0.1 million for the six months ended March 31, 2023 to $0.4 million for the six months ended March 31, 2024. Due to industry characteristic, our customer acquisition mainly relies on accumulated reputation in industry and internal recommendations, and there is no direct correlation between selling expenses and revenue growth. Selling expenses represent 1.8% and 0.8% of total revenues for the six months ended March 31, 2024 and 2023, respectively.
General and Administrative Expenses
General and administrative expenses primarily consist of salary and benefit incurred by administration department as well as management, professional service fees, operating lease expenses for office rentals, deprecation, travelling expenses and provision for doubtful accounts. General and administrative expenses increased by $2.9 million, or 318.5%, from $1.0 million for the six months ended March 31, 2023 to $3.9 million for the six months ended March 31, 2024. The increase was mainly due to increased professional service fees and consulting fee of $2.0 million, and salary and bonus of $0.5 million. General and administrative expenses represent 19.6% and 7.3% of total revenues for the six months ended March 31, 2024 and 2023, respectively.
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Research and Development Expenses
Research and development expenses primarily consist of employee salaries and benefits for research and development personnel, allocated overhead and outsourced development expenses. Cost incurred for the internally developed IP of virtual content, scripts and digital assets to be licensed or sold during the planning and designing stage are expensed when incurred and are included in the research and development expenses are expensed when incurred. Research and development expenses decreased by $2.5 million, or 74.7%, to $0.8 million for the six months ended March 31, 2024, from $3.3 million for the same period in 2023. This decrease is primarily due to that we substantially completed our initial development of the digital assets related techniques and have begun to capitalize the digital assets.
Other income (expenses)
Interest income
Interest income primarily arise from the loans to third parties. Interest income increased by $0.2 million, or 456.7%, to $0.2 million for the six months ended March 31, 2024, from $0.04 million for the same prior-year period.
Interest expenses
Interest expenses primarily arise from bank loans. Interest expenses increased by $0.07 million, or 154.5%, to $0.1 million for the six months ended March 31, 2024, from $74,888 for the same prior-year period, which was mainly attributable to higher average outstanding borrowings from banks.
Issuance costs allocated to warrant liability
Issuance costs associated with warrants issued in a bundled transaction should be allocated to each instrument using a reasonable method. Issuance costs allocated to a warrant liability should be expensed as incurred and issuance costs allocated to an ordinary share should be recorded in additional paid-in capital. Issuance costs allocated to warrant liability was $0.8 million.
Change in Fair Value of Warrant Liability
Warrants classified as liabilities are initially recorded at fair value with gains and losses arising from changes in fair value recognized in the unaudited condensed consolidated statements of operations during the period in which such instruments are outstanding. The fair value of the warrants liability as at March 31, 2024, was $1.0 million resulting in a gain on changes in fair value of $6.7 million for the six months ended March 31, 2024, primarily due to the share price change between the issuance date and March 31, 2024.
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Income tax expense
We recorded an income tax expense of $2.4 million for the six months ended March 31, 2024, compared to an income tax expense of $0.2 million for the same prior-year period, due to accrued uncertain tax provision of $2.4 million.
Net Income
As a result of the foregoing, we recorded a net income of $10.3 million for the six months ended March 31, 2024, as compared to a net income of $0.5 million for the same prior-year period.
5.B. Liquidity and Capital Resources.
In assessing its liquidity, management monitors and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments. To date, we have financed our operations primarily through cash from operations, short-term borrowings from banks, and capital contributions from shareholders, which have historically been sufficient to meet our working capital requirements.
The Company currently plans to fund its operations mainly through cash flow from its operations, renewal of bank borrowings, funding from public offerings, if necessary, to ensure sufficient working capital. As of March 31, 2024, we had cash in the amount of $7.4 million and a total working capital of $12.0 million. As of March 31, 2024, we had accounts receivable of $3.2 million, a total of $1.8 million, or 56% of such accounts receivable balance has been collected as of the date of this report. As of March 31, 2024, we had bank loans of $1.9 million; management expects that it would be able to obtain new bank loans or renew its existing bank loans upon their maturity based on past experience and the Company’s good credit history. In October 2023, the Company issued 1,240,000 ordinary shares, of which 1,200,000 shares related to the public offering, and 40,000 shares to an over-allotment arrangement, at $5.00 per share with net proceeds of approximately $5.2 million. In December 2023, the Company issued and sold 1,379,313 ordinary shares accompanying warrants to two institutional investors established in the United States and Canada respectively, at $7.25 per share for $10.0 million. The net proceeds of $8.9 million was received on January 4, 2024.
We believe that the current cash and cash flows provided by future operating activities and loans from banks and third parties will be sufficient to meet the working capital needs in the next 12 months from the date the financial statements were issued. If we experience an adverse operating environment or incurs unanticipated capital expenditure requirements, or if we decide to accelerate growth, then additional financing may be required. We cannot guarantee, however, that additional financing, if required, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders. If it is determined that the cash requirements exceed the Company’s amounts of cash on hand, the Company may seek to issue additional debt or obtain financial support from shareholders. The principal shareholder of the Company has made pledges to provide financial support to the Company whenever necessary.
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Substantially all of our current operations are conducted in China and all of our revenue, expenses, cash are denominated in RMB. Current foreign exchange and other regulations in the PRC may restrict our PRC entities in their ability to transfer their net assets to us. However, we have no present plans to declare dividend and we plan to retain our retained earnings to continue to grow business. In addition, these restrictions had no impact on our ability to meet cash obligations as all of current cash obligations are due within the PRC.
Cash Flows Analysis
For the Six Months Ended March 31,2024 and 2023
The following table sets forth a summary of our cash flows for the periods indicated:
| For the Six Months Ended<br><br><br> March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Net cash provided by (used in) operating activities | $ | 9,470,764 | $ | (1,971,693 | ) | |
| Net cash (used in) investing activities | (25,694,918 | ) | (3,246,318 | ) | ||
| Net cash provided by financing activities | 13,662,662 | 12,171,919 | ||||
| Effect of foreign exchange rate on cash | (516,979 | ) | 91,279 | |||
| Net (decrease)/increase in cash | (3,078,471 | ) | 7,045,187 | |||
| Cash at the beginning of the year | 10,437,580 | 1,136,064 | ||||
| Cash at the end of the year | $ | 7,359,109 | $ | 8,181,251 |
Operating Activities
Net cash provided by operating activities was $9.5 million for the six months ended March 31, 2024, mainly derived from (i) a net income of $10.3 million adjusted for noncash depreciation and amortization of $1.6 million and change in fair value of warrant liability of $6.7 million, (ii) net changes in the operating assets and liabilities, primarily comprising of (a) an increase in advance from customers of $0.7 million because of the expansion of our business in this period; (b) an decrease in advance to vendors of $2.1 million mainly for outsourced digital assets. We expect to utilize these prepayments before the fiscal year of 2024.
Net cash used in operating activities was $2.0 million for the six months ended March 31, 2023, mainly derived from (i) a net income of $0.5 million adjusted for noncash depreciation and amortization of $91,389, (ii) net changes in the operating assets and liabilities, primarily comprising of (a) an increase in accounts receivable of $0.6 million because of the expansion of our business in the six months period; (b) an increase in advance to vendors of $2.0 million mainly for outsourced digital assets, which is in consistent with our business strategy of expanding the new digital asset development and contribute more resources in this business line. We expect to utilize these prepayments before the end of 2024.
9
Investing Activities
Net cash used in investing activities amounted to $25.7 million for the six months ended March 31, 2024, primarily consisting of loans to third parties of $14.6 million, purchase of intangible assets of $21.0 million and payment of long-term investments of $0.3 million, partially offset by collection of loans to third parties of $10.2 million.
Net cash used in investing activities amounted to $3.2 million for the six months ended March 31, 2023, primarily consisting of lend loans to third party of $2.4 million and purchase of intangible assets of $1.0 million, partially offset by collection of loans to third parties of $0.2 million.
Financing Activities
Net cash provided by financing activities amounted to $13.7 million for the six months ended March 31, 2024, primarily consisting of net proceeds in issuance of warrants of $8.9 million, net proceeds from issuance of ordinary shares upon public offering of $5.0 million and proceeds from bank loans of $1.2 million , partially offset by repayments of bank loans of $1.6 million.
Net cash provided by financing activities amounted to $12.2 million for the six months ended March 31, 2023, primarily consisting of proceeds from bank loans of $1.7 million and capital contributions of $10.9 million from investors partially offset by repayments of bank loans of $0.3 million.
Contractual Obligations
As of March 31, 2024 our contractual obligations were as follows:
| Payments due by period | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total | Less than 1 year | 1 – 2 years | 2 – 3 years | More than 3 years | ||||||
| Contractual Obligations | ||||||||||
| Bank loans and interest expenses | $ | 1,988,346 | $ | 1,988,346 | $ | — | $ | — | $ | — |
| Loans from third parties | $ | 22,852 | $ | 22,852 | $ | — | $ | — | $ | — |
| Operating Lease Obligations | 768,550 | 318,824 | 449,726 | — | — | |||||
| Total | $ | 2,779,748 | $ | 2,330,022 | $ | 449,726 | $ | — | $ | — |
10
Exhibit 99.2
GLOBAL MOFY METAVERSE LIMITEDUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS(Expressed in U.S. Dollars, except for the number of shares)
| September 30,<br><br> 2023 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current Assets | |||||
| Cash | 7,359,109 | $ | 10,437,580 | ||
| Short-term investments | 795,000 | 780,000 | |||
| Accounts receivable, net | 3,178,548 | 3,286,330 | |||
| Advance to vendors | 781,628 | 2,593,887 | |||
| Loans receivable – current | 5,156,070 | 287,829 | |||
| Prepaid expenses and other current assets, net | 578,260 | 507,336 | |||
| Total current assets | 17,848,615 | 17,892,962 | |||
| Non-current assets | |||||
| Long-term<br> investment | 276,997 | — | |||
| Property and equipment, net | 29,938 | 34,431 | |||
| Intangible assets, net | 28,752,921 | 6,505,792 | |||
| Operating lease right-of-use assets | 954,342 | 954,771 | |||
| Loans receivable – noncurrent | — | 447,505 | |||
| Advance to vendor – noncurrent | 1,858,357 | 1,020,874 | |||
| Other non-current assets, net | 6,313 | 262,986 | |||
| Total non-current assets | 31,878,868 | 9,226,359 | |||
| Total Assets | 49,727,483 | $ | 27,119,321 | ||
| LIABILITIES AND EQUITY | |||||
| Current Liabilities | |||||
| Short-term bank loans | 1,931,933 | $ | 2,442,609 | ||
| Loans from third parties | 22,852 | 22,615 | |||
| Accounts payable | 1,944,374 | 531,091 | |||
| Advance from customers | 1,025,481 | 345,838 | |||
| Tax payable – current | 4,589 | 1,555,059 | |||
| Accrued expenses and other liabilities | 553,299 | 555,440 | |||
| Operating lease liabilities – current | 318,824 | 293,040 | |||
| Total current liabilities | 5,801,352 | 5,745,692 | |||
| Non-current Liabilities | |||||
| Operating lease liabilities – noncurrent | 449,726 | 556,674 | |||
| Tax payable – noncurrent | 3,489,981 | — | |||
| Warrant liability | 1,028,821 | — | |||
| Total non-current liabilities | 4,968,528 | 556,674 | |||
| Total Liabilities | 10,769,880 | 6,302,366 | |||
| Commitments | |||||
| Equity: | |||||
| Ordinary shares (US0.000002 par value, 25,000,000,000 shares authorized, 28,545,468 and 25,926,155 shares issued and outstanding as of March 31, 2024 and September 30, 2023, respectively)* | 57 | 52 | |||
| Additional paid-in capital | 23,061,726 | 16,035,229 | |||
| Statutory reserves | 1,086,591 | 368,271 | |||
| Retained earnings | 15,529,581 | 5,158,115 | |||
| Accumulated other comprehensive (loss) | (578,311 | ) | (604,182 | ) | |
| Total Global Mofy Metaverse Limited shareholders’ equity | 39,099,644 | 20,957,485 | |||
| Non-controlling interests | (142,041 | ) | (140,530 | ) | |
| Total equity | 38,957,603 | 20,816,955 | |||
| Total liabilities and equity | 49,727,483 | $ | 27,119,321 |
All values are in US Dollars.
| * | Retrospectively restated for effect of stock split and share reorganization (see Note 11). |
|---|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
GLOBAL MOFY METAVERSE LIMITEDUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Expressed in U.S. Dollars, except for the number of shares)
| For the Six Months Ended<br><br> March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| (Unaudited) | (Unaudited) | |||||
| Revenues | $ | 19,918,959 | $ | 12,823,586 | ||
| Cost of revenues | (8,100,554 | ) | (7,798,985 | ) | ||
| Gross profit | 11,818,405 | 5,024,601 | ||||
| Operating expenses: | ||||||
| Selling expenses | (361,792 | ) | (98,893 | ) | ||
| General and administrative expenses | (3,907,045 | ) | (933,617 | ) | ||
| Research and development expenses | (839,388 | ) | (3,316,680 | ) | ||
| Total operating expenses | (5,108,225 | ) | (4,349,190 | ) | ||
| Income from operations | 6,710,180 | 675,411 | ||||
| Other income (expenses): | ||||||
| Interest income | 204,254 | 36,693 | ||||
| Interest expenses | (117,858 | ) | (46,312 | ) | ||
| Issuance costs allocated to warrant liability | (823,846 | ) | — | |||
| Change of fair value of warrant liability | 6,743,319 | — | ||||
| Other income, net | 40,134 | 36,748 | ||||
| Total other income, net | 6,046,003 | 27,129 | ||||
| Income before income taxes | 12,756,183 | 702,540 | ||||
| Income tax expense | (2,436,804 | ) | (175,917 | ) | ||
| Net income | 10,319,379 | 526,623 | ||||
| Net loss attributable to non-controlling interest | (39 | ) | (39 | ) | ||
| Net income attributable to Global Mofy Metaverse Limited | $ | 10,319,418 | $ | 526,662 | ||
| Comprehensive income (loss) | ||||||
| Net income | $ | 10,319,379 | $ | 526,623 | ||
| Foreign currency translation gain | 24,399 | 131,185 | ||||
| Total comprehensive income | 10,343,778 | 657,808 | ||||
| Comprehensive loss attributable to non-controlling interests | (1,511 | ) | (5,180 | ) | ||
| Comprehensive income attributable to Global Mofy Metaverse Limited | $ | 10,345,289 | $ | 662,988 | ||
| Earnings per common share | ||||||
| – Basic* | $ | 0.37 | $ | 0.02 | ||
| – Diluted* | $ | 0.36 | $ | 0.02 | ||
| Weighted average number of common shares outstanding | ||||||
| – Basic* | 27,830,578 | 24,254,421 | ||||
| – Diluted* | 28,658,166 | 24,254,421 |
| * | Retrospectively restated for effect of stock split and share reorganization (see Note 11). |
|---|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
GLOBAL MOFY METAVERSE LIMITEDUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(Expressed in U.S. Dollars, except for the number of shares)
| **** | Ordinary shares | Additional<br> paid-in | Subscription | Statutory | Accumulated <br> (deficit)/retained | **** | Accumulated<br> other<br> comprehensive | **** | Non-<br> controlling | **** | Total | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares* | Amount* | capital | receivable | reserves | earnings | income | interests | Equity | |||||
| US | US | US | US | US | US | US | US | ||||||
| Balance as of September 30, 2022 | **** | 23,618,037 | ) | ) | ) | ||||||||
| Capital contribution | 2,308,118 | ||||||||||||
| Net income for the year | — | ) | |||||||||||
| Foreign currency translation adjustment | — | ) | |||||||||||
| Balance as of March 31, 2023 (Unaudited) | **** | 25,926,155 | ) | ) | ) | ||||||||
| Balance as of September 30, 2023 | **** | 25,926,155 | **** | ) | ) | ||||||||
| Adoption of ASC 326 | — | ||||||||||||
| Issuance of shares upon the completion of public offering | 1,240,000 | ||||||||||||
| Issuance of shares through private placement | 1,379,313 | ||||||||||||
| Net income for the year | — | ) | |||||||||||
| Appropriation to statutory reserve | — | ) | |||||||||||
| Foreign currency translation adjustment | — | ) | |||||||||||
| Balance as of March 31, 2024 (Unaudited) | 28,545,468 | **** | ) | ) |
All values are in US Dollars.
| * | Retrospectively restated for effect of stock split and share reorganization (see Note 11). |
|---|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
GLOBAL MOFY METAVERSE LIMITEDUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in U.S. Dollars)
| For the Six Months Ended<br><br> March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| (Unaudited) | (Unaudited) | |||||
| Cash flows from operating activities | ||||||
| Net income | $ | 10,319,379 | $ | 526,623 | ||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||
| Depreciation and amortization | 1,638,542 | 91,389 | ||||
| Amortization of operating lease right-of-use assets | 429 | 73,991 | ||||
| (Recovery of) provision for doubtful accounts | (577,307 | ) | 112,240 | |||
| Gains from short-term investment | (15,000 | ) | — | |||
| Interest income | (191,399 | ) | — | |||
| Change in fair value of warrant liability | (6,743,319 | ) | — | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable, net | 378,643 | ) | (629,764 | ) | ||
| Accounts receivable – related party | — | 304,468 | ||||
| Advances to vendors | 2,118,705 | (2,039,692 | ) | |||
| Prepayments and other assets | (12,791 | ) | 1,638,841 | ) | ||
| Accounts payable | 19,034 | 250,099 | ||||
| Advance from customers | 679,643 | (345,632 | ) | |||
| Taxes payable | 1,939,511 | 86,892 | ||||
| Accrued expenses and other liabilities | (2,142 | ) | (1,949,375 | ) | ||
| Lease liabilities | (81,164 | ) | (91,774 | ) | ||
| Net cash provided by (used in) operating activities | 9,470,764 | (1,971,693 | ) | |||
| Cash flows from investing activities | ||||||
| Purchase of property and equipment | (3,367 | ) | — | |||
| Purchase of intangible assets | (20,993,818 | ) | (1,032,669 | ) | ||
| Payment for long-term investments | (276,997 | ) | — | |||
| Loans to third parties | (14,644,951 | ) | (2,400,000 | ) | ||
| Collection of loans to third parties | 10,224,215 | 186,351 | ||||
| Net cash (used in) investing activities | (25,694,918 | ) | (3,246,318 | ) | ||
| Cash flows from financing activities | ||||||
| Borrowings from third parties | — | (220,037 | ) | |||
| Repayments of third parties | — | 131,162 | ||||
| Proceeds from short-term bank loans | 1,151,305 | 1,694,010 | ||||
| Repayments of short-term bank loans | (1,661,981 | ) | (272,129 | ) | ||
| Deferred offering cost | 198,540 | (14,140 | ) | |||
| Net proceeds from issuance of initial public offering | 5,034,781 | — | ||||
| Net proceeds from issuance of ordinary shares and warrant with a private placement | 8,940,017 | — | ||||
| Capital contributions | — | 10,853,053 | ||||
| Net cash provided by (used in) financing activities | 13,662,662 | 12,171,919 | ||||
| Effect of foreign exchange rate on cash | (516,979 | ) | 91,280 | |||
| Net increase in cash | (3,078,471 | ) | 7,045,188 | |||
| Cash at the beginning of the period | 10,437,580 | 1,136,064 | ||||
| Cash at the end of the period | $ | 7,359,109 | $ | 8,181,252 | ||
| Supplemental disclosures of cash flow information: | ||||||
| Income taxes paid | $ | 20,305 | $ | — | ||
| Interest paid | $ | 58,590 | $ | 43,144 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND BUSINESSDESCRIPTION
Global Mofy Metaverse Limited (“Global Mofy Cayman”) was incorporated on September 29, 2021 under the laws of the Cayman Islands with limited liability.
Global Mofy Cayman owns 100% of the equity interests of Global Mofy HK Limited (“Global Mofy HK”), a business company incorporated in accordance with the laws and regulations of Hong Kong on October 21, 2021.
Global Mofy HK owns 100% of the equity interests of Mofy Metaverse (Beijing) Technology Co., Ltd (“Global Mofy WFOE”), a business company incorporated in accordance with the laws and regulations of the People’s Republic of China (“China” or “PRC”) on December 09, 2021.
Global Mofy Cayman, Global Mofy HK, and Global Mofy WFOE are currently not engaging in any active business operations and merely acting as holding companies.
Prior to the reorganization described below, the main operating activities of the Company were carried out by Global Mofy (Beijing) Technology Co., Ltd. (“Global Mofy China”) and its subsidiaries. Global Mofy China was established on November 22, 2017 under the laws of the PRC. Global Mofy China has three wholly-owned subsidiaries, Kashi Mofy Interactive Digital Technology Co., Ltd. (“Kashi Mofy”), Shanghai Moying Feihuan Technology Co., Ltd. (“Shanghai Mofy”) and Mofy Filming (Hainan) Co., Ltd. (“Mofy Hainan”), which were established on July 31, 2019, May 11, 2020 and January 4, 2021 in China, respectively. Global Mofy China acquired 60% shares of Mofy (Beijing) Filming Technology Co., Ltd. (Beijing Mofy) and Xi’an Digital Cloud Database Technology Co., Ltd. (“Mofy Xi’an”) on February 7, 2018 and June 8, 2018, respectively. On December 1, 2021, Global Mofy China entered into an equity share transferring agreement with a third-party individual and transferred its 100% equity interest in Mofy Hainan for consideration of RMB1. Such transferring was completed on December 3, 2021. Mofy Hainan has no active business operation since its inception on January 4, 2021.
In preparation for listing in a stock market of the United States of America, the Company underwent a reorganization through entering into various contractual arrangements (the “Contractual Arrangements”), which, effective from January 5, 2022, between Global Mofy WFOE, Global Mofy China and their respective equity holders (the “Corporate Reorganization”) due to regulatory restrictions on foreign ownership in the radio and television program production and operation business and value-added telecommunications business in the PRC. In June, 2022, the Company removed the radio and television program production from its business scope and the reason to use the VIE structure was no longer relevant. Historically, the Company did not produce any radio or television program.
On June 28, 2022, Global Mofy WFOE entered into equity transfer agreements with each shareholder of Global Mofy China to purchase all the equity interest in Global Mofy China. On July 8, 2022, Global Mofy WFOE, Global Mofy China and shareholders of Global Mofy China signed a termination agreement of the VIE Agreements. The VIE structure was dissolved. The restructure was completed on July 8, 2022. As a result, Global Mofy China became a wholly owned subsidiary of Global Mofy WFOE. Immediately before this acquisition, Global Mofy China was a foreign-invested joint venture.
5
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND BUSINESSDESCRIPTION (cont.)
Global Mofy Cayman together with its wholly owned subsidiaries Global Mofy HK, Global Mofy WFOE and Global Mofy China and its subsidiaries were effectively controlled by the same shareholders before and after the reorganization and therefore the Reorganization was considered under common control and included at their historical carrying values. The consolidation of the Company has been prepared on the basis as if the reorganization had become effective as of the beginning of the first period presented in the consolidated financial statements.
Global Mofy Cayman and its subsidiaries (the “Company”), mainly engaged in providing virtual content production and online advertising services. The Company’s headquarters are located in the city of Beijing, China.
As of March 31, 2024, the Company’s major subsidiaries are as follows:
| Name of Entity | Date of Incorporation | Place of Incorporation | % of Ownership | Principal Activities |
|---|
| Global Mofy HK Limited (“Global Mofy HK”) | October 21, 2021 | Hong Kong | | 100 | % | Investment holding |
| Mofy Metaverse (Beijing) Technology Co., Ltd (“Global Mofy WFOE”) | December 09, 2021 | PRC | | 100 | % | Investment holding |
| Zhejiang Mofy Metaverse Technology Co., Ltd (“Zhejiang WFOE”) | April 03, 2023 | PRC | | 100 | % | Virtual technology service and digital marketing |
| Global Mofy (Beijing) Technology Co., Ltd. (“Global Mofy China”) | November 22, 2017 | PRC | | 100 | % | Virtual technology service, digital marketing and digital asset development |
| Kashi Mofy Interactive Digital Technology Co., Ltd. (“Kashi Mofy”) | July 31, 2019 | PRC | | 100 | % | Virtual technology service and digital marketing |
| Shanghai Moying Feihuan Technology Co., Ltd. (“Shanghai Mofy”) | May 11, 2020 | PRC | | 100 | % | Virtual technology service and digital marketing |
| Xi’an Shuzi Yunku Technology Co., Ltd (Xi’an Mofy) | June 8, 2018 | PRC | | 60 | % | Virtual technology service |
| Mofy (Beijing) Filming Technology Co., Ltd. (Beijing Mofy) | February 7, 2018 | PRC | | 60 | % | Virtual technology service |
6
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANTACCOUNTING POLICIES
(a) Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and have been consistently applied for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).
In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”).
Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in elsewhere in this report.
(b) Principles of consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation.
(c) Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
7
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (cont.)
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
(d) Non-controlling interests
Non-controlling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to the Company as the controlling shareholder. For the Company’s consolidated subsidiaries, non-controlling interests represent a minority shareholder’s 40% and 40% ownership interest in Beijing Mofy and Xi’an Mofy as of March 31, 2024 and September 30, 2023, respectively.
Non-controlling interests are presented as a separate line item in the equity section of the Company’s unaudited condensed consolidated balance sheets and have been separately disclosed in the Company’s unaudited condensed consolidated statements of comprehensive income to distinguish the interests from that of the Company.
(e) Use of estimates
In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, the assessment of the allowance for credit loss, useful lives of property, equipment and intangible assets, the recoverability of long-lived assets, warrant liabilities, uncertain tax position. Actual results could differ from those estimates.
(f) Cash
Cash includes cash on hand and demand deposits placed with commercial banks. The Company maintains most of the bank accounts in mainland China.
8
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (cont.)
(g) Short-term investments
Short-term investments consist of wealth management products issued by private equity fund. During the year ended September 30, 2023, the Company purchased certain wealth management products through private equity fund and accounted for such investments as “short-term investments” and measure the investments at fair value. The Company had unrealized gain of $15,000 in investments for the six months ended March 31, 2024.
(h) Allowance for credit losses
On October 1, 2023, the Company adopted ASC 326, Credit Losses (“ASC 326”) which replaced previously issued guidance regarding the impairment of financial instruments with an expected loss methodology that will result in more timely recognition of credit losses. The Company used a modified retrospective approach and did not restate the comparable prior periods, which resulted in $396,000 credit losses for accounts receivable and $374,368 credit losses for advance to vendors recorded in the opening balance of retained earnings, a cumulative effect to increase the opening balance of retained earnings on October 1, 2023 by $770,368.
Upon adoption of ASC 326, the Company maintains an allowance for credit losses in accordance with ASC 326 and records the allowance for credit losses as an offset to assets such as accounts receivable and advance to vendors, and the estimated credit losses charged to the allowance is classified as “General and administrative expenses”. The Company assesses collectability by reviewing receivables on a collective basis where similar characteristics exist, primarily based on size, nature and on an individual basis when identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the receivable balances, credit quality of the Company’s customer or vendor based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. Bad debts are written off as incurred. The Company generally does not require collateral from its customers.
(i) Property and equipment, net
Property and equipment are stated at cost, net of accumulated depreciation and impairment, if any. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance, which do not materially extend the useful lives of the assets, are expensed as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation and amortization are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation expense was $7,172 and $6,162 for the six months ended March 31, 2024 and 2023, respectively.
Estimated useful lives are as follows:
| Office equipment | 3 years |
|---|
| Leasehold improvement | Shorter of lease terms and estimated useful lives |
9
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (cont.)
(j) Intangible assets, net
Intangible assets are digital assets acquired from third-party suppliers, which mainly includes 3D models with finite lives are carried at cost less accumulated amortization and impairment loss, if any. Intangible assets with finite lives are amortized using the straight-line method over the estimated economic live.
Estimated useful lives are as follows:
| Category | Estimated useful lives |
|---|---|
| Licensed digital assets | 3-5 years |
(k) Long-term investments
The Company’s long-term investments include equity investments in entities. Equity securities without readily determinable fair values and over which the Company has neither significant influence nor control through investments in common stock or in-substance common stock are measured and recorded using a measurement alternative that measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes.
In December 2023, the Company made investment of $276,977 (or RMB2,000,000) in New Era (Beijing) Technology Co., Ltd (“New Era Technology”), over which the Company owned 6.25% equity interest. The carrying value of the Company’s long-term investments measured under this alternative measurement was $276,977 as of March 31, 2024.
(l) Impairment of long-lived assets other thangoodwill
Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When such events occur, the Company evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment charge was recognized for the six months ended March 31, 2024 and 2023.
(m) Fair value of financial instruments
The Company applies ASC 820, Fair ValueMeasurements and Disclosures, (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided on fair value measurement.
10
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (cont.)
ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
| ● | Level 1 — Observable<br>inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|---|---|
| ● | Level 2 — Include<br>other inputs that are directly or indirectly observable in the marketplace. |
| --- | --- |
| ● | Level 3 — Unobservable<br>inputs which are supported by little or no market activity. |
| --- | --- |
ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, advances to vendors, prepaid expenses and other current assets, short-term bank loans, accounts payable, advance from customers, due to related parties, taxes payable, and accrued expenses and other current liabilities approximate their recorded values due to their short-term maturities. The fair value of longer-term leases approximates their recorded values as their stated interest rates approximate the rates currently available.
The Company’s non-financial assets, such as property and equipment would be measured at fair value only if they were determined to be impaired.
The following table presents the balance of assets measured at fair value on a recurring basis:
| Level 1 | Level 2 | Level 3 | ||||
|---|---|---|---|---|---|---|
| As of September 30, 2023 | ||||||
| Short-term investments | $ | — | $ | 780,000 | $ | — |
| Warrant liability | — | — | 1,028,821 | |||
| Total | $ | — | $ | 780,000 | $ | 1,028,821 |
| Level 1 | Level 2 | Level 3 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| As of September 30, 2023 | ||||||
| Short-term investments | $ | — | $ | 780,000 | $ | — |
| Total | $ | — | $ | 780,000 | $ | — |
11
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (cont.)
(n) Leases
The Company accounted for leases in accordance with ASC Topic 842, Leases. The Company determines if an arrangement is a lease at inception. All the Company’s leases are operating leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate (“IBR”) based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and includes initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will
exercise that option. Lease expenses for minimum lease payments are recognized on a straight-line basis over the lease term. All operating lease right-of-use assets are reviewed for impairment annually. There was no impairment for operating lease right-of-use lease assets for the six months ended March 31, 2024 and 2023.
The Company elected not to record assets and liabilities on its consolidated balance sheet for lease arrangements with terms of 12 months or less. The Company recognizes lease expenses for such lease on a straight-line basis over the lease term.
(o) Revenue recognition
The Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective approach for the year ended September 30, 2020 and has elected to apply it retrospectively for the year ended September 30, 2019. In accordance with ASC 606, revenues from contracts with customers are recognized when control of the promised goods or services are transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: (i) identify the contracts with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when, or as the entity satisfies a performance obligation.
The Company’s revenues are derived principally from virtual technology service, digital marketing and digital asset development and others. Value added taxes (“VAT”) are presented as a reduction of revenues.
Revenue from virtual technology service
The Company engages in virtual content production for visual effect in movies, television series, animations, games, advertisement, tourism, and augmented reality (“AR”) and virtual reality (“VR”) technology etc. The virtual content production contracts are primarily on a fixed price basis, which require the Company to perform services for visual effect design, content development, production and integration based on customers’ specific needs. The required production period is generally less than one year.
The virtual content production services are considered as a single performance obligation because the Company provides a significant service of integrating different services underlying each contract, which are highly interdependent and interrelated with one another. The Company currently does not have any modification of contract and the contracts currently do not have any variable consideration.
12
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (cont.)
The customer of the virtual content production contract can only obtain control of the produced virtual content after the project is completed. The Company satisfy its performance obligation at a point in time only when it transfers the developed content to the customer. The virtual content are assets when they are developed by the Company. The Company can direct the use of the product and obtain substantially all of the remaining benefits of the asset. The customer can direct the use and obtain benefits of the assets only after the development completed and control transfer occurred from the Company upon acceptance by the customer. The customer does not simultaneously receive or consume the benefits provided by the Company’s performance as the Company performs. The customer can only benefit from the final output of the virtual content as delivered by the Company. The customer does not have control over the content as it is developed. The developed virtual content may be sold as digital assets by the Company and the payment collected in advance based on the contract upon each milestone would be refundable if the Company does not meet the customer’s needs or there is other default. Hence, none of the criteria of ASC 606-10-25-27 is met. Revenue from virtual content production is recognized at a point in time when the Company satisfies the performance obligation by transferring promised virtual content product upon acceptance by customers.
Revenue from digital marketing
The Company enters into two types of digital marketing contracts directly with customers. For one type of contracts, pursuant to which the Company provides advertisement production and promotion services to customers. The advertisements are in different format, including but not limited to short video, landing pages and static materials. The Company considers that both of the advertisement production and promotion services are highly interrelated and not separately identifiable. The Company’s overall promise represents a combined output that is a single performance obligation; there is no multiple performance obligations. The Company engages third-party advising distributor while providing the promotion services. The Company considers itself as principal of the services as it has control of the specified services at any time before it is transferred to the customers which is evidenced by (i) the Company is primarily responsible for the production of content for advertisements and (ii) having latitude in select third party distributors for promotion and establish pricing. Therefore, the Company acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions on a gross basis.
Under a framework contract, the Company receives separate purchase orders from customers. Accordingly, each purchase order is identified as a separate performance obligation, containing a bundle of advertisements that are substantially the same and that have the same pattern of transfer to the customer. Where collectability is reasonably assured, revenue is recognized over the service period of the purchase order, which is based on specific action (i.e. cost per mille “CPM”) for online display.
The amount of the revenue is the gross billing charged to the customers. Revenue is recognized on a CPM basis as impressions or clicks are delivered through the Group’s display of the advertisements in accordance with the revenue contracts.
The Company entered into another type of contracts with advertisers during the fiscal year 2022. Pursuant to which, the Company earns net fees from advertisers by acting as an agent to purchase advertisement inventories and advertise services on behalf of the advertisers. The Company recognizes revenues over the contracted service period. The Company is not a principal in these arrangements as it does not obtain control of ad inventories or advertising services, and therefore recorded net revenues at the difference between the gross billing amount charged to the advertisers and the costs of purchasing ad inventories and advertising services.
13
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (cont.)
Revenue from digital asset development andothers
The Company enters into copyright licensing contracts to authorize production rights, adaption rights, sublicense rights of licensed copyrights and digital assets with entertainment production companies. The licensing provides customers the right to use the Company’s IP as it exists since neither the criteria as stated in ASC 610-10-55-62 is met. The specific licensed copyrights and digital assets authorized to customers are all developed IP, which are unique and do not require ongoing maintenance or effort from the Company to assure the usefulness of the license. The Company is entitled to receive the license fee under the licensing arrangements and does not have any future obligation once it has provided the underlying IP content to the licensee. The Company may use such authorized assets as a base model to produce new digital assets, however, these customers will not be contractually or practically required to use them. The revenue is recognized at a point in time when the licensed copyright and digital asset is made available for the customer’s use and benefit.
Disaggregation of revenue
The following table summarized disaggregated revenue for the six months ended March 31, 2024 and 2023:
| For the Six Months Ended March 31, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| (Unaudited) | (Unaudited) | |||
| Category of Revenue | ||||
| Virtual technology service | $ | 8,968,867 | $ | 7,923,124 |
| Digital marketing | — | — | ||
| Digital asset development and others | 10,950,092 | 4,900,462 | ||
| $ | 19,918,959 | $ | 12,823,586 | |
| Timing of Revenue Recognition | ||||
| Services transferred at a point in time | $ | 19,918,959 | $ | 12,823,586 |
| Services transferred over time | — | — | ||
| $ | 19,918,959 | $ | 12,823,586 |
14
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (cont.)
Contract balance
The Company recognizes accounts receivable in its unaudited condensed consolidated balance sheets when it performs a service in advance of receiving consideration and it has the unconditional right to receive consideration. Payments received from its customers are based on the payment terms established in its contracts. Such payments are initially recorded to advance from customers and are recognized into revenue as the Company satisfies its performance obligations. As of March 31, 2024 and September 30, 2023, the balance of advance from customers amounted to $1,025,481 and $345,838, respectively. Substantially all of advance from customers will be recognized as revenue during the Company’s following fiscal year.
(p) Cost of revenue
Cost of revenues consists primarily of outsourcing content production cost, amortization cost of intangible assets, payroll and related costs for employees involved with the Company’s operations and product support, such as rental and depreciation expenses. These costs are charged to the unaudited condensed consolidated statement of comprehensive income as incurred.
(q) Selling expenses
Selling expenses consist primarily of promotion and advertising expenses, staff costs and other daily expenses which are related to the selling and marketing departments. These expenses are charged to the unaudited condensed consolidated statement of comprehensive income as incurred.
(r) General and administrative expenses
General and administrative expenses consist primarily of salaries and welfare expenses and related expenses for employees involved in general corporate functions, including accounting, legal and human resources; and costs associated with use by these functions of facilities and equipment, such as traveling and general expenses, professional service fees and other related expenses. These expenses are charged to the unaudited condensed consolidated statement of comprehensive income as incurred.
(s) Research and development expenses
Research and development expenses consist primarily of employee salaries and benefits for research and development personnel, allocated overhead and outsourced development expenses. Cost incurred for the internally developed IP of virtual content, scripts and digital assets to be licensed or sold during the planning and designing stage are expensed when incurred and are included in the research and development expenses. Costs incurred in the development phase subsequent to establishing technological feasibility of such IP are capitalized. During the six months ended March 31, 2024 and 2023, as no such costs qualified for capitalization, all of the cost incurred for the internally developed IP of virtual content, scripts and digital assets to be licensed or sold are expensed.
15
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (cont.)
(t) Income taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or future deductibility is uncertain. The Company’s subsidiaries in the PRC and Hong Kong are subject to the income tax laws of the PRC and Hong Kong. No taxable income was generated outside the PRC for the six months ended March 31, 2024 and 2023.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes”, prescribe a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. Tax positions that meet the “more likely than not” recognition threshold are measured, using a cumulative probability approach, at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. The estimated liability for unrecognized tax benefits are periodically assessed for adequacy and may be affected by changing interpretations of laws, rulings by tax authorities, changes and or developments with respect to tax audits, and the expiration of the statute of limitations. Additionally, in future periods, changes in facts and circumstances, and new information may require the Company and its wholly-owned subsidiaries to adjust the recognition and measurement of estimates with regards to changes in individual tax position. Changes in recognition and measurement of estimates are recognized in the period which the change occurs. ASC 740 also provides guidance on the recognition of income tax assets and liabilities, classification accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures. As of March 31, 2024 and September 30, 2023, there were $3,489,981 and $1,066,949 respectively of unrecognized tax benefits included in income tax payable that if recognized would impact the effective tax rate. As of March 31, 2024, income tax returns for the tax years ended December 31, 2019 through December 31, 2023 remain open for statutory examination.
(u) Value added tax (“VAT”)
The Company’s PRC subsidiaries are subject to value added tax (“VAT”) and related surcharges based on gross sales or service price depending on the type of services provided in the PRC (“output VAT”), and the VAT may be offset by VAT paid by the Company on service purchases (“input VAT”). The applicable rate of output VAT or input VAT for the Company is 6%. Gross sales or service price charged to customers is subject to output VAT at a rate of 6% and subsequently paid to PRC tax authorities after netting input VAT on purchases incurred during the period. The Company’s revenues are presented net of VAT collected on behalf of PRC tax authorities and its related surcharges; the VAT is not included in the consolidated statements of comprehensive income (loss). All of the VAT returns filed by the Company’s subsidiaries in the PRC, have been and remain subject to examination by the tax authorities for five years from the date of filing.
16
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (cont.)
(v) Warrant Liabilities
The Company accounts for the warrants issued in connection with ordinary shares (see note 12) in 2023 in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815-40 Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815”) under which the warrants do not meet the criteria for equity treatment and will be recorded as liabilities. Accordingly at initial recognition, the Company classifies such warrants as liabilities at their fair value. This warrant liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the consolidated statements of operations.
(w) Earnings (loss) per share
The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS are computed by dividing net income (loss) available to ordinary shareholders of the Company by the weighted average ordinary shares outstanding during the period.
Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. Potential ordinary share that has an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share. The Company had warrant which could potentially dilute basic income per ordinary share in the future. To calculate the number of shares for diluted income per ordinary shares, the effect of the warrant is computed using the treasury stock method.
(x) Foreign currency translation and transactions
The reporting currency of the Company is U.S. dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. The Company’s principal country of operations is the PRC. The financial position and results of its operations are determined using the Chinese Yuan (“RMB”), the local currency, as the functional currency. The Company’s consolidated financial statements have been translated into the reporting currency, US$. The results of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in consolidated statements of changes in equity (deficit). Gains and losses from foreign currency transactions and balances are included in the results of operations.
17
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (cont.)
The value of RMB against US$ and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition in terms of US$ reporting. The following table outlines the currency exchange rates that were used in preparing the consolidated financial statements:
| March 31, 2024 | September 30, <br> 2023 | |||
|---|---|---|---|---|
| Period-end spot rate | 7.2203 | 7.2960 | ||
| For the Six Months Ended March 31, | ||||
| --- | --- | --- | --- | --- |
| 2024 | 2023 | |||
| Average rate | 7.2064 | 7.0533 |
(y) Segment reporting
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and the types of customers to help users of financial statements to better understand the Company’s performance, assess its prospects for future cash net cash flow and make more informed judgements about the Company in a whole.
The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company.
Based on the management’s assessment, the Company determined that it has only one operating segment and therefore one reportable segment as defined by ASC 280. The Company’s assets are substantially all located in the PRC and substantially all of the Company’s revenue and expense are derived in the PRC. Therefore, no geographical segments are presented.
(z) Significant risks and uncertainties
Currency convertibility risk
Substantially all of the Company’s operating activities are settled in RMB, which is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other Company foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.
18
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (cont.)
Concentration and credit risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable.
The Company maintains certain bank accounts in the PRC, Hong Kong and Cayman. As of March 31, 2024 and September 30, 2023, cash balances in the PRC are $7,244,241 and $10,195,088, respectively. On May 1, 2015, China’s new Deposit Insurance Regulation came into effect, pursuant to which banking financial institutions, such as commercial banks, established in the PRC are required to purchase deposit insurance for deposits in RMB and in foreign currency placed with them. Such Deposit Insurance Regulation would not be effective in providing complete protection for the Company’s accounts, as its aggregate deposits are much higher than the compensation limit, which is RMB500,000 for one bank. Other than such deposit insurance mechanism, the Company’s bank accounts are not insured by Federal Deposit Insurance Corporation insurance or other insurance. However, the Company believes that the risk of failure of any of these Chinese banks is remote. Bank failure is uncommon in the PRC and the Company believes that those Chinese banks that hold the Company’s cash are financially sound based on public available information.
Accounts receivables are typically unsecured and derived from services rendered to customers that are located in China, thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of customers’ creditworthiness and its ongoing monitoring of outstanding balances. The Company has a concentration of its accounts receivable with specific customers.
Major Customers
For the six months ended March 31, 2024, two customers accounted for approximately 15% and 11% of total revenues, respectively. For the six months ended March 31, 2023, one customer accounted for approximately 13% of total revenues, respectively.
As of March 31, 2024, the balance due from three customers accounted for approximately 26%, 20% and 16% of the Company’s total accounts receivable, respectively. As of September 30, 2023, the balance due from four customers accounted for approximately 23%, 16%, 16% and 15% of the Company’s total accounts receivable, respectively.
19
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (cont.)
Major Suppliers
For the six months ended March 31, 2024, three suppliers accounted for approximately 11%, 10% and 10% of the total purchases, respectively. For the six months ended March 31, 2023, four suppliers accounted for approximately 26%, 17%, 10% and 10% of the total purchases, respectively.
As of March 31, 2024, three suppliers accounted for approximately 17%, 13% and 10% of the Company’s accounts payable, respectively. As of September 30, 2023, two suppliers accounted for approximately 26% and 21% of the Company’s accounts payable, respectively.
Interest rate risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposit and floating rate borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage the Company’s interest risk exposure.
(aa) Recent accounting pronouncements
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280)”. The amendment in this Update is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments also require a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. For public entity with single reportable segment, the Update requires the entity to provide all the disclosures required by the amendments in the ASU and all existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company will adopt this ASU on October 1, 2024 and expects that the adoption will not have a material impact on the Company’s consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The Update requires that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income [or loss] by the applicable statutory income tax rate). The ASU is effective for public business entities for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The Company will adopt this ASU on October 1, 2025. The Company does not expect the adoption will have a material impact on the Company’s consolidated financial statements and related disclosures.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial position, statements of comprehensive income and cash flows.
20
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 — ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following:
| March 31,<br><br> 2024 | September 30, <br><br>2023 | |||||
|---|---|---|---|---|---|---|
| (Unaudited) | ||||||
| Accounts receivable | $ | 3,303,483 | $ | 3,682,126 | ||
| Less: allowance for credit losses | (124,935 | ) | (395,796 | ) | ||
| Accounts receivable, net | $ | 3,178,548 | $ | 3,286,330 |
The movement of allowance for credit loss is as follows:
| March 31,<br> 2024 | September 30,<br> 2023 | |||||
|---|---|---|---|---|---|---|
| (Unaudited) | ||||||
| Balance at beginning of the year | $ | 395,796 | $ | 4,780 | ||
| Adoption of ASC 326 | (395,237 | ) | — | |||
| Addition | 120,458 | 404,595 | ||||
| Write-off | — | — | ||||
| Foreign exchange translation | 3,918 | (13,579 | ) | |||
| Balance at end of the year | $ | 124,935 | $ | 395,796 |
NOTE 4 — ADVANCE TO VENDORS
Advance to vendors consisted of the following:
| March 31,<br> 2024 | September 30,<br> 2023 | |||||
|---|---|---|---|---|---|---|
| (Unaudited) | ||||||
| Prepayments for virtual technology services | $ | 861,724 | $ | 277,952 | ||
| Prepayments for digital assets development | 1,858,357 | 3,723,351 | ||||
| Subtotal | 2,720,081 | 4,001,303 | ||||
| Less: allowance for credit losses | (80,096 | ) | (386,542 | ) | ||
| 2,639,985 | 3,614,761 | |||||
| Less: advance to vendors - noncurrent | 1,858,357 | 1,020,874 | ||||
| Advance to vendors – current | $ | 781,628 | $ | 2,593,887 |
Advance to vendors primarily consisted of prepayments for virtual technology services, digital marketing and digital assets development outsourced to third party vendors. As of March 31, 2024 and September 30, 2023, allowance recorded of $80,096 and $386,542, respectively. As of March 31, 2024, $1,858,357 advances made to vendors for digital assets to be acquired was recorded advance to vendor — noncurrent in the balance sheets.
21
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 — LOANS RECEIVABLE, NET
Loans receivable, net consisted of the following:
| March 31,<br><br> 2024 | September 30,<br><br> 2023 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| Wuyuan Yangyang Culture Media Studio (“Yangyang”)^(a)^ | $ | — | $ | 287,829 |
| Hanning Jin^(c)^ | 9,002 | — | ||
| DXPROMISING HOLDING CO., LTD^(d)^ | 4,685,998 | — | ||
| Moxing Shangxing (Beijing) Technology Co., Ltd^(e)^ | 261,070 | — | ||
| SHH Holding (Hong Kong) Limited^(f)^ | 200,000 | — | ||
| 5,156,070 | 287,829 | |||
| Less: allowance for doubtful accounts | — | — | ||
| Total loans receivable, net – current | $ | 5,156,070 | $ | 287,829 |
| Pingnan Motian Culture Media Studio (“Pingnan”)^(b)^ | $ | — | $ | 438,596 |
| Hanning Jin^(c)^ | — | 8,909 | ||
| $ | — | $ | 447,505 | |
| Less: allowance for doubtful accounts | — | — | ||
| Total loans receivable, net – noncurrent | $ | — | $ | 447,505 |
| Total loans receivable, net | $ | 5,156,070 | $ | 735,334 |
| (a) | On June 28, 2022, Global<br>Mofy China renewed the loan agreement with Yangyang to extend the loan term of the loan receivable balance of $295,213 (or RMB2,100,000)<br>for its working capital needs for one year and interest rate remained the original fixed rate of 5.2% per annum. On June 28, 2023, Global<br>Mofy China renewed the loan with Yangyang for one year at an annual rate of 5.2%. The loan was fully collected in January 2024. | |||
| --- | --- | |||
| (b) | On October 20, 2022, Global<br>Mofy China renewed the loan agreement with Pingnan to extend the loan term of the loan receivable balance of $449,849 (or RMB3,200,000)<br>for its working capital needs for one year and interest rate remained the original fixed rate of 5.2% per annum. On October 20, 2023,<br>Global Mofy China renewed the loan with Pingnan for one year at an annual rate of 5.2%. The loan was fully collected in January 2024. | |||
| --- | --- | |||
| (c) | On January 14, 2023, Global Mofy China renewed the interest-free<br>loan agreement with Hanning Jin to extend the loan term of the loan receivable balance of $9,137 (or RMB65,000) for one year. In January<br>2024, Global Mofy China renewed the interest-free loan with Hanning Jin for one year. | |||
| --- | --- |
22
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 — LOANS RECEIVABLE, NET (cont.)
| (d) | On October 1, 2023, Global Mofy Cayman entered into<br>a loan agreement with a third party, DXPROMISING HOLDING CO., LTD (“DXPROMISING”) to lend the maximum amount of $8,800,000<br>for its working capital needs with a maturity date of September 30, 2024. The loan bores a fixed interest rate of 5.2% per annum.<br>As of March 31, 2024, the outstanding balance is $4,685,998. |
|---|---|
| (e) | On October 9, 2023, Global Mofy China entered into a<br>loan agreement with a third party, Moxing Shangxing Culture Media Studio (“Moxing”) to lend the maximum amount of $761,741<br>(or RMB5,500,000) for its working capital needs with a maturity date of October 9, 2024. The loan bores a fixed interest rate of<br>5.2% per annum. As of March 31, 2024, the outstanding balance is $261,070. |
| --- | --- |
| (f) | On October 17, 2023, Global Mofy Cayman entered into<br>a loan agreement with a third party, SHH Holding (Hong Kong) Limited (“SHH”) to lend $200,000 for its working capital needs<br>with a maturity date of October 17, 2024. The loan bores a fixed interest rate of 5.2% per annum. |
| --- | --- |
For the six months ended March 31, 2024 and 2023, interest income related to the above loans amounted to $191,399 (or RMB1,379,298) and $22,686 (or RMB158,263), respectively.
NOTE 6 — INTANGIBLE ASSETS, NET
Intangible assets, net consisted of the following:
| March 31,<br><br> 2024 | September 30,<br><br> 2023 | |||||
|---|---|---|---|---|---|---|
| (Unaudited) | ||||||
| Licensed digital assets: | ||||||
| Gross carrying amount | $ | 30,798,258 | $ | 6,918,572 | ||
| Accumulated amortization | (2,045,337 | ) | (412,780 | ) | ||
| Intangible assets, net | $ | 28,752,921 | $ | 6,505,792 | ||
| Aggregate Amortization expenses: | ||||||
| --- | --- | --- | ||||
| For six months ended 3/31/2024 | $ | 1,631,370 |
| Estimated Amortization Expenses: | ||
|---|---|---|
| For year ended 3/31/2025 | $ | 6,285,154 |
| For year ended 3/31/2026 | $ | 6,219,434 |
| For year ended 3/31/2027 | $ | 5,971,398 |
| For year ended 3/31/2028 | $ | 5,987,758 |
| For year ended 3/31/2029 | $ | 4,289,177 |
23
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 — INTANGIBLE ASSETS, NET (cont.)
The movement of intangible assets is as follows:
| As of March 31, 2024 | ||||
|---|---|---|---|---|
| Gross<br><br> Carrying<br><br> Amount | Accumulated<br><br> Amortization | |||
| (Unaudited) | (Unaudited) | |||
| Balance at beginning of the year | $ | 6,918,572 | $ | 412,780 |
| Additions^(a)^ | 23,807,150 | 1,631,370 | ||
| Disposal | — | — | ||
| Foreign exchange translation | 72,536 | 1,187 | ||
| Balance at end of the year | $ | 30,798,258 | $ | 2,045,337 |
| (a) | Additions are all acquired<br>from third-party suppliers in the current period. |
|---|
Amortization expense was $1,631,370 and $426,983 for the six months ended March 31, 2024 and 2023, respectively. Costs incurred to renew or extend the term of recognized intangible assets are capitalized and amortized over the useful life of the asset. For the six months ended March 31, 2024 and 2023, no such cost incurred.
NOTE 7 — LEASES
The Company’s leasing activities primarily consist of eight operating leases for offices and vehicles. ASC 842 requires leases to recognize right-of-use assets and lease liabilities on the balance sheet. The Company has elected an accounting policy to not recognize short-term leases (one year or less) on the balance sheet.
| March 31,<br><br> 2024 | September 30,<br><br> 2023 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| Operating lease right-of-use assets | $ | 954,342 | $ | 954,771 |
| Operating lease liabilities – current | $ | 318,824 | $ | 293,040 |
| Operating lease liabilities – noncurrent | 449,726 | 556,674 | ||
| Total operating lease liabilities | $ | 768,550 | $ | 849,714 |
24
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 — LEASES (cont.)
The weighted-average remaining lease term and the weighted-average discount rate of leases are as follows:
| March 31,<br> 2024 | September 30,<br> 2023 |
|---|
| Weighted-average remaining lease term (years) | | 2.70 | | | 2.45 | |
| Weighted-average discount rate | | 4.75 | % | | 4.75 | % |
During the six months ended March 31, 2024 and 2023, the Company incurred total operating lease expenses of $193,045 and $76,375, respectively.
The following table summarizes the maturity of operating lease liabilities as of March 31, 2024:
| 12 months ending March 31, | Operating | |
|---|---|---|
| US | ||
| 2025 | ||
| 2026 | ||
| 2027 | ||
| Thereafter | ||
| Total lease payments | ||
| Less: imputed interest | ) | |
| Total lease liabilities |
All values are in US Dollars.
NOTE 8 — SHORT-TERM BANK LOANS
Short-term bank loans represent amounts due to various banks maturing within one year. The principal of the borrowings is due at maturity. Accrued interest is due either monthly or quarterly. Short-term borrowings consisted of the following:
| March 31,<br><br> 2024 | September 30,<br><br> 2023 | |||||
|---|---|---|---|---|---|---|
| (Unaudited) | ||||||
| Bank of China^(1)^ | $ | 415,495 | $ | — | ||
| Bank of Nanjing^(2)^ | 415,495 | 411,184 | ||||
| Bank of Huaxia^(3)^ | 692,493 | 1,370,614 | ||||
| Bank of Hangzhou^(4)^ | 415,495 | 685,307 | ||||
| Deferred financing costs^(5)^ | (7,045 | ) | (24,496 | ) | ||
| Total | $ | 1,931,933 | $ | 2,442,609 |
25
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 — SHORT-TERM BANK LOANS (cont.)
| (1) | On November 16, 2023,<br>Global Mofy China entered into a loan agreement with Bank of China to obtain a loan of $415,495 (or RMB3,000,000) for a term from November 30,<br>2023 to November 30, 2024 at a fixed annual interest rate of 2.8%. The loan is guaranteed by a third party, Beijing Shichuang Tongsheng<br>Financing Guarantee Limited. |
|---|---|
| (2) | On July 29, 2022, Global Mofy China entered into a loan<br>agreement with Bank of Nanjing to obtain a loan of $140,578 (or RMB1,000,000) for a term from July 29, 2022 to July 29, 2023<br>with an annual interest rate of 6%. The Company repaid the loan on July 31, 2023. |
| --- | --- |
On March 31, 2022, Global Mofy China and Bank of Nanjing entered into a loan agreement to borrow $281,155 (or RMB2,000,000) of loan for the period from March 31, 2022 to March 31, 2023 with an annual interest rate of 6.0%. The Company repaid the loan in advance on March 16, 2023.
On March 17, 2023, Global Mofy China and Bank of Nanjing entered into a loan agreement to borrow $274,123 (or RMB2,000,000) of loan for the period from March 17, 2023 to March 17, 2024 with an annual interest rate of 6%. The Company repaid the loan in full upon maturity and renewed a loan to borrow $276,997 (or RMB2,000,000) From March 19, 2024 to March 18, 2025 with an annual interest rate of 5%.
On September 20, 2023, Global Mofy China and Bank of Nanjing entered into a loan agreement to borrow $138,498 (or RMB1,000,000) of loan for the period from September 20, 2023 to September 20, 2024 with an annual interest rate of 5.5%.
Mr. Haogang, Yang, the Chairman of the Company’s board of directors and CEO, together with his wife, Ms. Dong Mingxing, guaranteed the repayment of these loans.
| (3) | On July 27, 2022, Global Mofy China and Huaxia Bank<br>entered into a loan agreement to borrow $702,889 (or RMB5,000,000) of loan for the period from July 27, 2022 to July 27, 2023<br>with a floating annual interest rate. The Company is required to make monthly interest payment with principal due at maturity. The Company<br>repaid the loan on July 31, 2023. |
|---|
On March 17, 2023, Global Mofy China and Huaxia Bank entered into a loan agreement to borrow $685,307 (or RMB5,000,000) of loan for the period from March 17, 2023 to March 17, 2024 with a floating annual interest rate. The Company repaid the loan in full upon maturity.
On August 30, 2023, Global Mofy China and Huaxia Bank entered into a loan agreement to borrow $692,493 (or RMB5,000,000) of loan for the period from August 30, 2023 to August 30, 2024 with a floating annual interest rate.
Beijing Zhongguancun Technology Financing Guarantee Limited guaranteed the repayment of these loans.
26
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 — SHORT-TERM BANK LOANS (cont.)
| (4) | On February 13, 2023, Global Mofy China entered into a loan agreement with Bank of Hangzhou to obtain a loan of $274,123 (or RMB2,000,000) for a term from February 13, 2023 to February 12, 2024 at a fixed annual interest rate of 4.35%. The loan is guaranteed by a third party, Beijing Yizhuang Guoji Financing Guarantee Limited. The Company repaid the loan in full upon maturity on February 12, 2024. |
|---|
On March 30, 2023, Global Mofy China entered into a loan agreement with Bank of Hangzhou to obtain a loan of $411,184 (or RMB3,000,000) for a term from March 30, 2023 to December 29, 2023 at a fixed annual interest rate of 4.35%. The Company’s CEO, Mr. Haogang Yang, and his wife, Ms. Mingxing Dong, provided guarantee to this loan. The Company repaid the loan in full on December 20, 2023. The Company renewed the loan of $415,495 (or RMB3,000,000) for a term from December 26, 2023 to June 25, 2024 at a fixed annual interest rate of 4.35%. The Company repaid the loan in full upon maturity.
| (5) | In order to obtain the guarantees provided by the third-party guaranty company for the loans from banks, the Company incurred guarantee fees, which are deferred and presented on the consolidated balance sheets as a direct deduction from the carrying amount of the loans and amortized to interest expense over the term of the associated loans. |
|---|
For the six months ended March 31, 2024 and 2023, the weighted average annual interest rate for the bank loans was approximately 5.87% and 5.31%, respectively. Interest expenses for the above-mentioned loans amount to $58,590 and $43,144 for the six months ended March 31, 2024 and 2023, respectively.
NOTE 9 — ACCOUNTS PAYABLE
| March 31,<br><br> 2024 | September 30, <br><br>2023 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| Payable for digital assets | $ | 1,570,653 | $ | 176,404 |
| Payable for virtual technology services | 373,721 | 354,687 | ||
| Total accounts payable | $ | 1,944,374 | $ | 531,091 |
27
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 — TAXES
Corporation Income Tax (“CIT”)
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
Hong Kong
Global Mofy HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate for the first HKD$2 million of assessable profits is 8.25% and assessable profits above HKD$2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018/2019. Global Mofy HK did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax laws, Global Mofy HK is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.
PRC
Under the Enterprise Income Tax (“EIT”) Law of the PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% EIT rate while preferential tax rates, tax holidays, and even tax exemption may be granted on case-by-case basis.
Kashi Mofy is subject to a five- year income tax holiday since generating revenues, as it is incorporated in the Kashi Economic District, Xinjiang province. The five-year income tax holiday of Kashi Mofy will end on December 31, 2023. Starting from January 1, 2024, Kashi Mofy is eligible for a preferential tax rate of 9%.
28
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 — TAXES (cont.)
In accordance with the implementation rules of EIT Laws, a qualified “High and New Technology Enterprise” (“HNTE”) is eligible for a preferential tax rate of 15%. The HNTE certificate is effective for a period of three years. An entity could re-apply for the HNTE certificate when the prior certificate expires. “05-Global Mofy China” obtained its HNTE certificate on October 21, 2020 and re-applied its HNTE certificate on October 26, 2023. Therefore, “05-Global Mofy China” is eligible to enjoy a preferential tax rate of 15% from 2020 to 2025 to the extent it has taxable income under the EIT Law.
The provision for income tax consisted of the following:
| For the Six Months ended <br><br>March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| (Unaudited) | (Unaudited) | ||||
| Current income tax expense | $ | 20,305 | $ | 248,796 | |
| Uncertain tax provisions | 2,416,499 | — | |||
| Deferred income tax expense | — | (72,879 | ) | ||
| Income tax provision | $ | 2,436,804 | $ | 175,917 |
The following table reconciles the statutory rate to the Company’s effective tax rate:
| For the Six Months Ended <br><br>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| PRC statutory tax rate | 25.0 | % | 25.0 | % | ||
| Effect of preferential tax rate^(a)^ | 0.3 | % | (2.8 | )% | ||
| Additional deduction for R&D expenses | (0.3 | )% | 0.0 | % | ||
| Non-deductible expenses | 0.9 | % | 0.0 | % | ||
| Effect of change in valuation allowance | (0.2 | )% | (4.3 | )% | ||
| Effect of different tax rates in a foreign jurisdiction | (6.6 | )% | 0.0 | % | ||
| Effective tax rate | 19.1 | % | 17.9 | % | ||
| (a) | The Company’s subsidiaries,<br>Global Mofy China, Kashi Mofy, Shanghai Mofy, Xi’an Mofy and Beijing Mofy are subject to different favorable tax rates and tax<br>holiday for the six months ended March 31, 2024 and 2023. For the six months ended March 31, 2024 and 2023, the tax<br>saving as the result of the favorable tax rate and tax holiday amounted to $37,209 and $2,079, respectively. | |||||
| --- | --- |
29
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 — TAXES (cont.)
Deferred tax assets and liabilities
Components of deferred tax assets and liabilities were as follows:
| March 31,<br><br> 2024 | September 30, <br><br>2023 | |||||
|---|---|---|---|---|---|---|
| (Unaudited) | ||||||
| Provision for doubtful debt | $ | 30,107 | $ | 110,374 | ||
| Tax loss carry forwards | 113,045 | 70,341 | ||||
| Operating lease liabilities | 120,111 | 133,489 | ||||
| Total deferred tax assets | 263,263 | 314,204 | ||||
| Less: Valuation allowance | (136,237 | ) | (162,974 | ) | ||
| Total deferred tax assets, net of valuation allowance | $ | 127,026 | $ | 151,230 | ||
| March 31, <br> 2024 | September 30,<br> 2023 | |||||
| --- | --- | --- | --- | --- | ||
| (Unaudited) | ||||||
| Right of use assets | $ | 127,026 | $ | 151,230 | ||
| Total deferred tax liabilities | 127,026 | 151,230 | ||||
| Total deferred tax assets, net | $ | — | $ | — |
As of March 31, 2024, the Company has total of net operating loss carry forward of approximately $0.6 million in the PRC that expire from 2025 through 2028. Due to the uncertainty of utilizing these carry forwards, the Company provided a 100% valuation allowance on the deferred tax assets of $136,237 and $162,974 as of March 31, 2024 and September 30, 2023, respectively.
Uncertain Tax Position
A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows:
| March 31, <br><br>2024 | September 30, <br><br>2023 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| Balance as of beginning of year | $ | 1,066,949 | $ | — |
| Increase related to prior year tax positions | — | 5,639 | ||
| Increase related to current year tax positions | 2,416,499 | 1,061,310 | ||
| Foreign exchange translation | 6,533 | — | ||
| Balance as of end of year | $ | 3,489,981 | $ | 1,066,949 |
30
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 — TAXES (cont.)
As of March 31, 2024 and September 30, 2023, there were $3,489,981 and $1,066,949 of unrecognized tax benefits, respectively, which would affect the effective tax rate if recognized.
In general, the PRC tax authority has up to five years to contact examinations of the Company’s tax filings. As of March 31, 2024, tax years ended December 31, 2019 through December 31, 2023 for the Company’s PRC subsidiaries remain open for statutory examination by PRC tax authorities.
Tax payable
The tax payable consisted of the following:
| March 31, <br><br>2024 | September 30, <br><br>2023 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| VAT payable | $ | 2,552 | $ | 487,744 |
| Uncertain tax provision | — | 1,066,949 | ||
| Other tax | 2,037 | 366 | ||
| Tax payable, current | $ | 4,589 | $ | 1,555,059 |
| Uncertain tax provision | $ | 3,489,981 | $ | — |
| Tax payable, noncurrent | $ | 3,489,981 | $ | — |
NOTE 11 — EQUITY
Ordinary shares
The Company was established under the laws of the Cayman Islands on September 29, 2021. The authorized number of ordinary shares upon incorporation of the Company was 5,000,000,000 shares with a par value of $0.00001 per share, and 5,000,000 ordinary shares were issued on September 29, 2021.
On January 15, 2022, the Company issued 130,631 ordinary shares at par value $0.00001 per share to a new investor, Viru Technology Limited (the “Viru Technology”). The total cash consideration of $2,000,000 was received in April 2022.
On September 16, 2022, the Company’s shareholders and Board of Directors approved a 1-to-5 share split, following which the authorized share capital of $50,000 was divided into 25,000,000,000 ordinary shares with a par value of $0.000002 each, and the issued shares was divided into 25,000,000 ordinary shares. On September 16, 2022, all the existing shareholders of the Company surrendered a total of 1,653,155 ordinary shares of $0.000002 par value each for no consideration, of which 41,155 ordinary shares were surrendered by Viru Technology. The Company has cancelled the 1,653,155 of surrendered shares concurrently. The Company believes its is appropriate to reflect the share split on a retrospective basis pursuant to ASC 260. The Company has retrospectively restated all shares and per share data for all periods presented.
31
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 — EQUITY (cont.)
On November 15, 2022, all existing shareholders surrendered in an aggregative of 381,963 ordinary shares on a pro-rata basis for no consideration. The Company has cancelled the 381,963 of surrendered shares concurrently. On the same day, the Company, together with Mr. Haogang Yang, our founder and CEO, certain BVI founder entities and all its subsidiaries in Hong Kong and mainland China, entered into an equity investment agreement with Standard International Capital Partners SPC (for and on behalf of Standard International Capital Partners Fund I SP), a segregated portfolio company organized and existing under the laws of the Cayman Islands (the “Investor”), pursuant to which the Investor agreed to invest $1.5 million in Global Mofy Cayman for 381,963 ordinary shares.
On February 10, 2023, the Company entered into a share purchase agreement with Anguo Jijian Enterprise Management Co., Ltd (“Anguo”), Anjiu Jiheng Enterprise Management Co., Ltd (“Anjiu”), and Anling Management Co., Ltd (“Anling”), pursuant to which the Company issued 740,829, 740,829, and 444,497 ordinary shares, par value US$0.000002, to Anguo, Anjiu, and Anling, respectively, for an aggregate issue price of $9.4 million (RMB65,000,000). All of the $9.4 million was received at the end of March 2023.
In October 2023, the Company completed initial public offering, issued and sold 1,240,000 Ordinary Shares, of which 1,200,000 shares related to the public offering, and 40,000 shares to an over-allotment arrangement, at $5.00 per share for $6.2 million. The net proceeds of $5.2 million after deducting underwriting discounts and the offering expenses payable was received by the Company.
On December 29, 2023, the Company reach agreement to sell 1,379,313 ordinary shares accompanying warrants of 2,068,970 shares to two institutional investors established in the United States and Canada respectively, at $7.25 per share for $10.0 million (“the Transaction”). The date of original issuance is January 3, 2024 (“Issuance Date”). The net proceeds of $8.9 million was received on January 4, 2024.
As a result, there were 28,545,468 and 25,926,155 ordinary shares issued and outstanding as of March 31, 2024 and September 30, 2023, respectively.
Warrants (“The Warrant”)
On the Issuance Date, the investors were issued warrants to purchase up to 2,068,970 Ordinary Shares, exercisable at $8.00 per share for thirty-six months from the Issuance Date.
32
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 — EQUITY (cont.)
On the Issuance Date, Sabby Volatility Warrant Master Fund, Ltd. was issued warrants to purchase up to 1,241,381 Ordinary Shares, exercisable at $8.00 per share for thirty-six months from the Issuance Date.
As of March 31, 2024, there were 2,068,970 warrants outstanding. The Warrants contain an alternate cashless exercise right for the warrant holders to exercise some or all of warrant into 0.4 of ordinary shares without consideration after six months of the Issuance Date. The Warrants are classified as a liability. The Company uses the Binominal Tree pricing model to value the Warrants and the fair value allocated to the Warrants at the date of issuance was $7,772,140. The fair value of these warrants is classified as Level 3 in the fair value hierarchy.
The fair value of the warrants liability as at March 31, 2024, was $1,028,821 resulting in a gain on changes in fair value of $6,743,319 for the six months ended March 31, 2024.
The fair value was determined using the Binominal Tree pricing model and the following assumptions:
| January 3, <br><br>2024 | March 31, <br><br>2024 |
|---|
| Share price | $ | 4.83 | | $ | 0.82 | |
| Exercise price | $ | 8.00 | | $ | 8.00 | |
| Expected dividend yield | | - | | | - | |
| Risk free interest rate | | 4.08 | % | | 4.46 | % |
| Expected life | | 3.0 | | | 2.8 | |
| Expected volatility | $ | 140.1 | % | $ | 137.6 | % |
Statutory reserve
In accordance with the PRC Company Laws, the Company’s subsidiaries in the PRC are required to provide for statutory reserves, which are appropriated from net profit as reported in the Company’s PRC statutory accounts. They are required to allocate 10% of their after-tax profits to fund statutory reserves until such reserves have reached 50% of their respective registered capital. These reserve funds, however, may not be distributed as cash dividends. As of September 30, 2023 and 2022, the statutory reserves of the Company’s PRC subsidiaries have not reached 50% of their respective registered capital. As of March 31, 2024 and September 30, 2023, the Company’s PRC subsidiaries collectively attributed $1,086.591 and $368,271 of retained earnings for their statutory reserves, respectively.
Restricted net assets
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s subsidiaries.
33
GLOBAL MOFY METAVERSE LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 — EQUITY (cont.)
Foreign exchange and other regulations in the PRC may further restrict the Company’s subsidiaries from transferring funds to the Company in the form of dividends, loans and advances. Amounts restricted include paid-in capital and statutory reserves of the Company’s PRC subsidiaries as determined pursuant to PRC generally accepted accounting principles. As of March 31, 2024 and September 30, 2023, restricted net assets of the Company’s PRC subsidiaries were $4,818,819 and $4,100,499, respectively.
NOTE 12 — EARNINGS PER SHARE
Basic and diluted earnings per share is calculated as follows
| For the Six Months Ended March 31, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| (Unaudited) | (Unaudited) | |||
| Numerator: | ||||
| Net income attributable to Global Mofy Metaverse Limited | $ | 10,319,418 | $ | 526,662 |
| Denominator: | ||||
| Denominator for basic earnings per share: | ||||
| Weighted average number of ordinary shares outstanding | ||||
| —basic | 27,830,578 | 24,254,421 | ||
| Diluted effect of outstanding warrants | 827,588 | — | ||
| Denominator for diluted earnings per share | ||||
| —diluted | 28,658,166 | 24,254,421 | ||
| Basic earnings per share | $ | 0.37 | $ | 0.02 |
| Diluted earnings per share | $ | 0.36 | $ | 0.02 |
NOTE 13 — SUBSEQUENT EVENTS
On July 5, 2024 and July 9, 2024, holders of the Warrants exercised the 2,068,970 Warrants on an alternative cashless basis to purchase 827,589 ordinary shares, As a result, the Warrants have been fully exercised.
34
Exhibit 99.3
Global Mofy Reports YoY $9.8 million Increasein Net Income for the Six Months Ended March 31, 2024
Company to Host Investor Callon Tuesday, July 23, 2024, at 8.30 am ET
| - | Revenue achieved a record of $19.9 million, up 55.3% from $12.8 Million. |
|---|---|
| - | Gross Profit Increased by 135.1% to $11.8 Million from $5.0 Million. |
| --- | --- |
| - | Gross Margin Expanded to 59.3% from 39.2%. |
| --- | --- |
| - | EPS Surged by 1537.9% to $0.37 from $0.02. |
| --- | --- |
Beijing, July 23 2024– Global Mofy Metaverse Limited (the “Company” or “Global Mofy”) (Nasdaq: GMM), a technology solutions provider engaged in virtual content production and the development of 3D digital assets for use in the broader digital content industry, today reported financial results for the six months ended March 31, 2024, with revenue, gross margin, and EPS all surging on a year-over-year basis to new company records.
“The digital revolution is transforming industries worldwide, and Global Mofy is at the forefront, partnering with leading technology firms to transform traditional content creation into an AI-powered, efficient, and innovative process,” said Haogang Yang, founder and CEO of Global Mofy. “AI, and notably, AIGC, is set to bring substantial productivity improvements to the digital content industry, enabling companies, including ours, to become more cost- and energy-efficient while unlocking new revenue streams.
“Our impressive performance was primarily driven by the industry’s strong demand for our high-quality digital contents and 3D digital assets, reflecting the value we provide to our clients, and our mission to set new standards in the industry. Additionally, the results area testament to the continuous efforts of our dedicated team across all sectors. Our AI generative platform, Gausspeed, remains a central focus of our future R&D initiatives. We are excited about its potential, along with other innovations in our pipeline, to streamline traditional industry processes, enhance creativity, and deliver greater services to both our established and newly acquired clients.
“Given our outstanding financial results for the first half of 2024, we are more confident than ever in our decision to pursue an aggressive strategic transformation towards AI-Driven solutions. Additionally, the recent establishment of our North American subsidiary, GMM DISCOVERY, marks a significant step for our company towards globalization and expanding our market reach. With our commitment to excellence and a clear vision for the future, we are poised for sustained growth and success in the evolving digital content industry, ensuring meaningful value to our shareholders in the future.”
Financial Results for the Six Months Ended Mar 31, 2024
Total revenue for the six months ended March 31, 2024 increased by 55.3% to $19.9 million, as compared to $12.8 million for the six months ended March 31, 2023. The Company attributed the revenue growth to a continued acceleration in demand for its advanced digital content and services, and the ability to maintain high standards of quality and efficiency through ongoing development and utilization of AI technologies.
Cost of revenues increased slightly to $8.1 million for the six months ended March 31, 2024, as compared to $7.8 million in the same period last year. The Company noted that this underscores the efficiency and scalability of its strong business model, achieving 55.3% year-over-year revenue growth with only a slight increase in cost of revenues.
Gross profit for the six months ended March 31, 2024 increased by 135.1% to $11.8 million from $5.0 million in the same period last year. This growth was primarily driven by the significant increase in overall revenue and the resources previously invested for sustainable development.
Total operating expenses for the six months ended March 31, 2024 increased by 17.5% to $5.1 million, compared to $4.3 million in the same period last year. This is primarily due to the addition of public company related expenses that were not required in the year ago period, combined with investments in support of the Company’s growth initiatives.
Operating income for the six months ended March 31, 2024 surged by 811.7% to $6.7 million, compared to $0.67 million in the same period last year. This increase was primarily driven by significant revenue growth, an efficient operational business model, and stringent cost control.
Net income for the six months ended March 31, 2024 increased by 1859.5% to $10.3 million, or $0.37 per share, compared to $0.52 million, or $0.02 per share, in the same period last year.
R&D investments for the six months ended March 31, 2024, were $0.8 million, compared to $3.3 million in the same period last year, reflecting capitalization of certain R&D investments into intangible assets, particularly the creation and accumulation of reusable 3D digital assets. As of March 31, 2024, the Company’s digital assets surpassed 100,000, further enhancing profitability and positioning for future growth.
Total current assets were $17.8 million as of March 31, 2024, including $8.2 million in cash and short-term investments.
Operational and Strategic Highlights
Global Mofy achieved progress since its previous earnings announcementin these areas:
- Strategic Transformation: Global Mofy has undergone a significant strategic transformation to embrace the changing market and rising innovation and involvement of AI technology. This initiative aims to position the Company as an AI-driven technology solutions provider, focusing on integrating AI technologies across our operations. Key initiatives include the development of new AI tools and platforms, such as our generative AI platform Gausspeed, developed in collaboration with NVIDIA Omniverse. These advancements have significantly enhanced the company’s content creation efficiency and reduced production costs, while also helping the broader digital content industry by improving overall productivity and reducing costs.
- Global Market Expansion: The Company has expanded its global footprint with offices established in Beijing, Zhejiang, and now in California, United States, along with the establishment of its North American subsidiary, GMM DISCOVERY LLC. This strategic expansion enhances the ability to serve a diverse client base and explore new market opportunities, solidifying its aim to become a global leader in virtual content production and 3D digital asset development.
- Establishment of $69 Million Fund: The Company successfully entered a letter of intent with strategic partners to launch a $69 million fund to foster growth opportunities in the AI, digital economy, and entertainment sectors. This fund aims to support acquisitions and investments in Global Mofy’s upstream and downstream companies, enhancing market competitiveness and driving its mission, value, and innovation across the industry.
Conference Call and Webcast Information
Global Mofy will host a conference call and webcast to discuss its financial results for the six months ended March 31, 2024, and provide a business outlook on Tuesday, July 23, at 8:30 a.m. Eastern Time.
Participants can register for the live audio call using the following link: [https://register.vevent.com/register/Blee49e05ca8f24b4fb8584ff585a1fddd]. Upon successful registration, participants will receive a conference PIN and dial-in number.
A live webcast of the conference call will be available at [https://edge.media-server.com/mmc/p/3t6xp7iz]. Full recording of the call will be available on the Company’s investor relations website immediately after the event: https://ir.globalmofy.cn/.
2
About Global Mofy Metaverse Limited
Global Mofy Metaverse Limited (Nasdaq: GMM) is an AI-Driven technology solutions provider engaged in virtual content production, and the development of digital assets for the digital entertainment industry. Utilizing its proprietary “Mofy Lab” technology platform, which consists of interactive 3D and artificial intelligence (“AI”) technology, the Company creates high-definition virtual versions of a wide range of physical world objects in 3D ranging from characters, objects to scenes and more. The digital assets can be used in different applications, including movies, TV series, AR/VR, animation, advertising, gaming, and more. Global Mofy Metaverse is one of the leading digital asset banks in China, which consists of more than 100,000 high-precision 3D digital assets. For more information, please visit www.globalmofy.cn/ or 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:
| Global Mofy Metaverse Ltd.<br><br> <br>Investor Relations Department<br><br> <br>ir@mof-vfx.com | Global IR Partners<br><br> <br>David Pasquale<br><br> <br>GMM@globalirpartners.com |
|---|
3
GLOBAL MOFY METAVERSE LIMITEDUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS(Expressed in U.S. Dollars, except for the number of shares)
| September 30, <br><br>2023 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current Assets | |||||
| Cash | 7,359,109 | $ | 10,437,580 | ||
| Short-term investments | 795,000 | 780,000 | |||
| Accounts receivable, net | 3,178,548 | 3,286,330 | |||
| Advance to vendors | 781,628 | 2,593,887 | |||
| Loans receivable – current | 5,156,070 | 287,829 | |||
| Prepaid expenses and other current assets, net | 578,260 | 507,336 | |||
| Total current assets | 17,848,615 | 17,892,962 | |||
| Non-current assets | |||||
| Long-term investment | 276,997 | — | |||
| Property and equipment, net | 29,938 | 34,431 | |||
| Intangible assets, net | 28,752,921 | 6,505,792 | |||
| Operating lease right-of-use assets | 954,342 | 954,771 | |||
| Loans receivable – noncurrent | — | 447,505 | |||
| Advance to vendor – noncurrent | 1,858,357 | 1,020,874 | |||
| Other non-current assets, net | 6,313 | 262,986 | |||
| Total non-current assets | 31,878,868 | 9,226,359 | |||
| Total Assets | 49,727,483 | $ | 27,119,321 | ||
| LIABILITIES AND EQUITY | |||||
| Current Liabilities | |||||
| Short-term bank loans | 1,931,933 | $ | 2,442,609 | ||
| Loans from third parties | 22,852 | 22,615 | |||
| Accounts payable | 1,944,374 | 531,091 | |||
| Advance from customers | 1,025,481 | 345,838 | |||
| Tax payable – current | 4,589 | 1,555,059 | |||
| Accrued expenses and other liabilities | 553,299 | 555,440 | |||
| Operating lease liabilities – current | 318,824 | 293,040 | |||
| Total current liabilities | 5,801,352 | 5,745,692 | |||
| Non-current Liabilities | |||||
| Operating lease liabilities – noncurrent | 449,726 | 556,674 | |||
| Tax payable – noncurrent | 3,489,981 | — | |||
| Warrant liability | 1,028,821 | — | |||
| Total non-current liabilities | 4,968,528 | 556,674 | |||
| Total Liabilities | 10,769,880 | 6,302,366 | |||
| Commitments | |||||
| Equity: | |||||
| Ordinary shares (US0.000002 par value, 25,000,000,000 shares authorized, 28,545,468 and 25,926,155 shares issued and outstanding as of March 31, 2024 and September 30, 2023, respectively)* | 57 | 52 | |||
| Additional paid-in capital | 23,061,726 | 16,035,229 | |||
| Statutory reserves | 1,086,591 | 368,271 | |||
| Retained earnings | 15,529,581 | 5,158,115 | |||
| Accumulated other comprehensive (loss) | (578,311 | ) | (604,182 | ) | |
| Total Global Mofy Metaverse Limited shareholders’ equity | 39,099,644 | 20,957,485 | |||
| Non-controlling interests | (142,041 | ) | (140,530 | ) | |
| Total equity | 38,957,603 | 20,816,955 | |||
| Total liabilities and equity | 49,727,483 | $ | 27,119,321 |
All values are in US Dollars.
4
GLOBAL MOFY METAVERSE LIMITEDUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| For the Six Months Ended<br><br> March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| (Unaudited) | (Unaudited) | |||||
| Revenues | $ | 19,918,959 | $ | 12,823,586 | ||
| Cost of revenues | (8,100,554 | ) | (7,798,985 | ) | ||
| Gross profit | 11,818,405 | 5,024,601 | ||||
| Operating expenses: | ||||||
| Selling expenses | (361,792 | ) | (98,893 | ) | ||
| General and administrative expenses | (3,907,045 | ) | (933,617 | ) | ||
| Research and development expenses | (839,388 | ) | (3,316,680 | ) | ||
| Total operating expenses | (5,108,225 | ) | (4,349,190 | ) | ||
| Income from operations | 6,710,180 | 675,411 | ||||
| Other income (expenses): | ||||||
| Interest income | 204,254 | 36,693 | ||||
| Interest expenses | (117,858 | ) | (46,312 | ) | ||
| Issuance costs allocated to warrant liability | (823,846 | ) | — | |||
| Change of fair value of warrant liability | 6,743,319 | — | ||||
| Other income, net | 40,134 | 36,748 | ||||
| Total other income, net | 6,046,003 | 27,129 | ||||
| Income before income taxes | 12,756,183 | 702,540 | ||||
| Income tax expense | (2,436,804 | ) | (175,917 | ) | ||
| Net income | 10,319,379 | 526,623 | ||||
| Net loss attributable to non-controlling interest | (39 | ) | (39 | ) | ||
| Net income attributable to Global Mofy Metaverse Limited | $ | 10,319,418 | $ | 526,662 | ||
| Comprehensive income (loss) | ||||||
| Net income | $ | 10,319,379 | $ | 526,623 | ||
| Foreign currency translation gain | 24,399 | 131,185 | ||||
| Total comprehensive income | 10,343,778 | 657,808 | ||||
| Comprehensive loss attributable to non-controlling interests | (1,511 | ) | (5,180 | ) | ||
| Comprehensive income attributable to Global Mofy Metaverse Limited | $ | 10,345,289 | $ | 662,988 | ||
| Earnings per common share | ||||||
| – Basic* | $ | 0.37 | $ | 0.02 | ||
| – Diluted* | $ | 0.36 | $ | 0.02 | ||
| Weighted average number of common shares outstanding | ||||||
| – Basic* | 27,830,578 | 24,254,421 | ||||
| – Diluted* | 28,658,166 | 24,254,421 |
5
Exhibit99.4

LEADING DIGITAL ASSET BANK IN CHINA GLOBAL MOFY COPYRIGHT©GLOBAL MOFY, All RIGHTS RESERVED. Beijing, China · Zhejiang, China · California, USA METAVERSE LIMITED 䠄 NASDAQ 䠖 GMM 䠅

SAFE HARBOR Certain statements contained in this document constitute forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward - looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward - looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward - looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health - care costs and wages), energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to climate change, public - health related factors, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward - looking statements speak only as of the date they are made, and the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP. GMM

TABLE OF CONTENTS 0 3 0 2 0 1 INDUSTRY OVERVIEW CORE ADVANTAGES COMPANY OVERVIEW 0 6 0 5 0 4 FINANCIAL DATA MAJOR EVENTS & MANAGEMENT TEAM MAIN BUSINESS

PART 01 COMPANY OVERVIEW 01 ·Company Introduction ·Company Roadmap ·Awards and Honors

We are an AI - driven technology solutions provider engaged in virtual content production and 3D digital asset development for upstream and downstream partners in the digital content industry. Utilizing advanced artificial intelligence and 3D reconstruction technologies, we efficiently create high - precision digital versions of characters, scenes, and props from the physical world, implementing them across various application scenarios. With offices in Beijing, Zhejiang, and California, we are dedicated to driving the growth and development of the global digital content and entertainment sectors. On October 10 2023, Global Mofy Metaverse Limited was officially listed on the Nasdaq Stock Exchange with the ticker symbol: GMM. According to a Frost & Sullivan report, Global Mofy is among China’s leading digital asset bank, with over 100,000 digital assets. COMPANY INTRODUCTION PART 01 02 GMM

COMPANY ROADMAP Appea red a t the 21st Sha ngha i In t ern a t ion a l Film Festiva l. Secured multiple software copyrights, accelerating cost reduction and efficiency improvements. 2017 GLOBAL MOFY (BEIJING) TECHNOLOGY CO.,LTD FORMERD Introducing renowned investor Ren Quan as our shareholder . Formed strategic partnership with Alibaba DAMO Academy. Brought in strategic investor Lianhe Universal , completing multi - million dollar financing. Secured A+ round financing worth tens of millions of RMB . Welcomed strategic investor : WiMi Hologram Global Mofy Metaverse officially listed on Nasdaq Capital Market Ticker: GMM. Received strategic investm ent and po licy support from the Anji governm ent, Zhejiang; officially launched the headquarters at Anji "Two Mountains" Future Te chnology City. Launched "Gausspeed" generative AI platform in collaboration with NVIDIA Omniverse. Secured strategic financing of $10 million, bringing in two renowned American funds. Established U.S. subsidiary: GMM Discovery LLC 2018 2019 2020 2021 2022 2023 2024 Together announced form ation of 69 Million USD fund, to foster up and downstream com panies and expand m arket share. Com p le ted m ajor strategic transform ation to em brace AIGC industry. PART 01 03 GMM

AWARDS AND RECOGNITIONS For Info more please visit 䠖 GLOBALMOFY.CN · iMed ia Consu lt ing " 2019 Annua l Investm ent Va lue Bra nd/ Enterprise” · Lia nhe Enterprise Sum m it " Most In fluentia l Bra nd Awa rd" · Industria l a nd In form a t ion Technology Meta verse Developm ent Orga n iza t ion Tea ch ing a nd Integra t ion Work Com m it tee Mem b er Un it · Beijin g Big Da t a Associa t ion Meta verse Com m it t ee Deputy Director Un it · " Most Va lua b le Investm ent Ch inese Concept Stock" · Da xing District Interna t iona l Investm ent Coopera t ion Prom otion Associa t ion Registra t ion 2022 · 36Kr " WISE2022 New Econ om y Meta verse Ecology Top 30” · Internet Weekly " 2021 Virt ua l Hum a n Enterprise Ra nking TOP 50" 2020 · 4th Ch ina Bra nd Con fe rence " 2020 Ch ina Top 100 Innova t ive Bra nd Developm ent Enterprises" ·National High - Tech Enterprise ·Enterprise Credit Rating: AAA Credit Enterprise 2021 · Sh a a n xi Digita l Econ om y Develop m en t Associa t e Cou n cil Mem b er · 18th Digita l Scien ce Foru m " 14th Five - Ye a r Pla n" Technology (Innova t ion) Bra nd In fluence Awa rd · Zhongguancun High
- Tech Enterprise 2019 2023 ·Industrial and Information Technology Metaverse Development Organization Membership PART 01 04 GMM

MISSION “Empower creativity through the innovative use of AI and digital technology.” We are committed to building the world's largest digital asset bank. Leveraging our extensive collection of high - precision 3D digital assets, we aim to lead the new era of AI - driven digital experiences. VISION “Drive technological advancements and cultivate a culturally rich corporate environment.” VALUES • Foster innovation • Prioritize and exceed customer expectations PART 01 05 GMM

·Generative AI Platform: Gausspeed ·Digital Asset Bank ·Mofy Lab ·Proprietory Registered IP Since 2024, we have entered the AIGC (Artificial Intelligence Generated Content) field through a strategic partnership with Heartdub, a leading company in the physics engine domain from Seattle, USA, further driving technological innovation and business expansion. 06 PART 02 CORE ADVANTAGES

Generative AI: GAUSSPEED Gausspeed, our Generative AI video generation platform developed in collaboration with NVIDIA Omniverse, debuted in 2024 as a flagship R&D product. Designed to revolutionize the filmmaking process, Gausspeed serves as a robust tool for industrial - grade film production and content creation. KEY FEATURES Professional Grade Visual Generation Storyboard and Shot Design Precise Pre - Production Planning PART 02 07 GMM

KEY HIGHLIGHTS Prompt: The main shot starts with a closeup of a flower [POI#11], then slowly moves through the forest towards the lakeside, transitioning to a horizon level view. The camera stops at the lakeside [POI#185], capturing orcas swimming in the lake. File Input: screenplay.docx ǃ scenemap.jpeg Gausspeed creates stunning, realistic visuals with advanced AI technology, ensuring top - quality results for virtual projects. Gausspeed provides intuitive tools for detailed storyboard and shot design, allowing creators to visualize and plan each scene precisely, reducing the need for costly revisions. Gausspeed offers advanced previs capabilities for accurate pre
- production planning, helping clients define service needs, minimizing trial costs. Industry - Grade Content Generation Storyboard and Shot Design Customized Previs PART 02 08 Generative AI: GAUSSPEED GMM

DIGITAL ASSET BANK We possess a vast and diverse collection of high - precision 3D digital assets, covering categories such as characters, scenes, and props, and spanning various domains including nature, science fiction, historical eras, and architecture. Additionally, our 3D digital assets are continuously updated and expanded to include the latest trends and technologies in digital content creation. 100,000+ High Precision (4K) 3D Digital Assets NO.1 China’s Largest Digital Asset Bank PART 02 09 GMM

CORE TECHNOLOGY 01 䚸 3D RECONSTRUCTION TECHNOLOGY High - precision 3D Model Conversion: Utilizing advanced 3D reconstruction technology, this process converts any object from the physical world, such as people, objects, and scenes, into universally usable 3D models in the virtual world on a 1:1 basis. Industry Services: Provides high - precision 3D digital assets to enterprises across various industry sectors, supporting the generation of 3D digital assets on the application side to meet diverse industry needs. 02 䚸 DIGITAL CONTENT EDITING PLATFORM Optimized Front - end Technology: Integrates and optimizes mainstream front - end technologies to provide a powerful digital content editable middleware tool. Integration of Multiple Tools: Combines multiple underlying tools to achieve efficient content editing and generation. One - stop Content Generation: The digital content editable middleware tool supports the one - stop generation of digital content, providing a one - stop digital content generation solution for application ends. “MOFY LAB” Glob a l Mofy' s core t ech n ology R&D p la t form focuses on optim izing the production process of d igit a l content. Utilizin g low - code a nd no
- code t echnologies, it enha nces a sset reuse a nd insta nt invoca t ion, provid ing in - depth da t a insights a nd e fficient content genera t ion solutions. MOFYLAB integra t es over 30 indepen dently developed in t e lle ctua l p rop e rt ie s to offer a on e - stop solution . PART 02 10 GMM

PROPRIETARY REGISTERED IP "Our R&D team has over 10 years of industry experience." "Over 30 independent intellectual properties." "Our continued effort to invest in R&D, expecting to add at least 10 new independent IPs each year." Global Mofy integrates multiple independently developed software copyrights within MOFY LAB, covering various fields such as digital content creation, visual effects processing, project management, and AI technology applications. These software systems together demonstrate our leading position in technological innovation and development, further enhancing our core competitiveness. Comprehensive Technology Solution Digital content production and visual effects processing system Covering lighting, pixel analysis, lens flares, grid effect generation, batch rendering, enhancing production efficiency and visual effects capabilities. Project management system Including systems for project management, batch renaming, bulk asset importing, and work time management, achieving efficient project workflow management and resource optimization. AI interactive technology Utilizing advanced artificial intelligence technology, integrating proprietary platforms like Gausspeed , to deliver efficient and intelligent solutions. Digital rendering system Offering fast rendering, vertex lighting, multi - scene batch rendering, camera distance materials, supporting various 3D modeling and animation software, enhancing digital content processing and presentation effects. Digital visualization technology system Centrally managing and storing digital IP assets, while providing network digital visual technology support, ensuring high - quality visual presentation and resource management. PART 02 11 GMM

·E&M Market ·3D Modeling Market ·Generative AI Market 12 PART 03 INDUSTRY OVERVIEW

INDUSTRY OVERVIEW E&M Market China is the second - largest Entertainment & Media (E&M) market globally, with substantial growth expected over the next few years . China's E&M market is expected to grow from approximately US$275 billion to US$362 billion in 2028, representing a CAGR of 7.1%. The global 3D models market is experiencing significant growth, driven by the increasing demand across various industries. This market was valued at USD 1,192 million in 2022 and is projected to reach USD 4,864 million by 2032, growing at a compound annual growth rate (CAGR) of 15.1% during the forecast period. DATA SOURCE 䠖 PWC’S GLOBAL ENTERTAINMENT & MEDIA OUTLOOK 2024 – 2028 䚸 BUSINESS RESEARCH INSIGHTS PART 03 13 GMM

Global Generative AI Market Size DATA SOURCE 䠖 STATISTICA The global market size in the Generative AI market is projected to reach US$13.24 billion in 2024. The market is expected to show an annual growth rate (CAGR 2024 - 2030) of 46.46%, resulting in a market volume of US$130.70 billion by 2030. China Generative AI Market Size The China market size in the Generative AI market is projected to reach US$3.15 billion in 2024. The market is expected to show an annual growth rate (CAGR 2024 - 2030) of 46.48%, resulting in a market volume of US$31.12 billion by 2030. 0 50 100 2024 2025 2026 2027 2028 2029 2030 Market Size (in billion USD) 0 10 20 30 INDUSTRY OVERVIEW Generative AI develops systems to create new content like images, videos, music, and text by learning from large datasets. This technology can enhance creativity, enable data synthesis, and revolutionize industries such as art, entertainment, and content creation. Glob a l Genera t ive AI Ma rket Size (in b illion USD) China Genera t ive AI Ma rket Size (in b illion USD) 150 40 2024 2025 2026 2027 2028 2029 2030 Market Size (in billion USD) PART 03 14 GMM

·Virtual Technology Services ·3D Digital Assets Development and Others ·Strategic Partners 15 PART 04 BUSINESS MODEL

VIRTUAL TECHNOLOGY SERVICES We leverage AI to offer high - quality, efficient, and cost - effective content production through streamlined, scalable, and systematic virtual technology process services. Our strong synergy with MOFY LAB ensures comprehensive support, providing customers with full - process management from production output to quality control. Project Evaluation Customized Solutions Module Production Quality Delivery Digital Content 01 Content Support Provision of essential content resources and expertise to meet the creative and technical needs of projects. 02 Technical Support Advanced technical solutions and infrastructure to ensure project feasibility and effective execution. 03 Expert Team Assembly of specialized expert teams with extensive knowledge and experience to ensure project success at every stage. 04 MOFY LAB Utilization of the MOFY LAB platform to support the project lifecycle, ensuring quality and efficiency. 05 Production Modular production according to customized solutions, reducing delivery cycles and costs for each phase and content. 06 Cycle Management Utilization of the MOFY LAB platform to support the project lifecycle, ensuring quality and efficiency. 07 Quality Inspection Strict quality inspections to ensure each phase meets the highest standards, delivering premium content to clients. 08 Application Our virtual technology services are applicable to a wide range of fields, including film, animation, games, XR, digital cultural tourism, and advertising. Sample Cases PART 04 16 GMM

3D DIGITAL ASSETS DEVELOPMENT & OTHERS Our 3D Digital Assets Development and related services focus on creating high - precision 3D models for various applications, including film, gaming, and virtual reality. Our extensive library and advanced technologies allow for efficient and cost - effective production. GAUSSPEED 100,000+ 3D Digital Assets More Application Scenarios Film & Television Animation Games Advertising XR Cultural Tourism PART 04 17 GMM

STRATEGIC PARTNERS In 2024, Global Mofy was selected as a partner in iQIYI's second Leap Program, showcasing our strength in technological innovation and business expansion. Additionally, we developed and launched the generative AI platform Gausspeed in collaboration with NVIDIA Omniverse and Heartdub Technology. PART 04 18 GMM

19 PART 05 MAJOR EVENTS & MANAGEMENT TEAM GMM

Global Mofy has gained heightened visibility, credibility, and a broader investor base. With new capital and market influence, Global Mofy will accelerate its growth, committed to creating value for shareholders while driving continuous innovation and development of the company. 2023.10.10 MAJOR EVENTS 2023.10.10 Global Mofy Officially Listed on Nasdaq Ticker 䠖 GMM The formal operation of our headquarters signifies a significant step in Global Mofy's strategic layout. In the future, we will continue to leverage the innovative environment of the "Two Mountains" Future Technology City to drive the research and application of cutting - edge technologies, enhancing company's overall competitiveness . 2023 Global Mofy Officially Begins Operations at Its Headquarters in Anji, Zhejiang 2024 Global Mofy Officially Completed Major Strategic Transformation Since 2024, we have entered the AIGC (Artificial Intelligence Generated Content) field through a strategic partnership with Heartdub, a leading company in the physics engine domain from Seattle, USA, further driving technological innovation and business expansion. PART 05 20 GMM

MANAGEMENT TEAM Our core team consists of professionals with extensive experience in their respective fields, ensuring the company's steady growth and innovative capabilities. The team members possess strong expertise and rich practical experience in technological innovation, financial management, market expansion, and operational optimization. Together, they drive Global Mofy's continuous advancement in technological innovation and business expansion. Haogang Yang CEO Chen Chen CFO Wenjun Jiang CTO COO PART 05 21 Qing Li GMM

·Financial Reports ·Income Structure ·Financial Forecasts 22 PART 06 FINANCIAL DATA GMM

Global Mofy achieved record high gross profit margin and net profit margin for the six months ended Mar 31, 2024, reaching 59.3% and 51.7%, respectively, showing significant growth compared to the six months ended Mar 31, 2023. 1 䠅 For further risks and disclosures, please refer to our sec - filings. 2 䠅 Our Fiscal year ends Sep 30th 12.8 19.9 0 5 10 15 20 25 Million (US Dollars) 2023 2024 6 months ended Mar 31 5 11.8 14 12 10 8 6 4 2 0 Million (US Dollars) 2023 2024 6 Months ended Mar 31 0.5 10.3 0 2 4 6 8 10 12 Million (US Dollars) FINANCIAL REPORTS Global Mofy achieved a total revenue of $19.9 million for the six months ended Mar 31, 2024, representing a YoY 55.3% increase compared to the six months ended Mar 31, 2023. Similarly, gross profit and net income reached new heights, amounting to $11.8 million and $10.3 million, respectively, reflecting substantial year - over - year growth of 135.1% and 1859.5%. REVENUE GROSS PROFIT NET PROFIT 2023 2024 6 Months ended Mar 31 PART 06 23 GMM

INCOME STRUCTURE For the six months ended Mar 31, 2024, R&D expenses were $0.8 million, reflecting capitalization of certain R&D investments into intangible assets Meanwhile, the high - profit - margin 3D digital asset development and others business accounted for 55% of the total revenue, showing a significant increase compared to 38% for the six months ended Mar 31, 2023. 4.34 5.1 3.8 4 4.2 4.4 5 4.8 4.6 5.2 2023 2024 Million (US Dollars) Op e ra t ing Exp a nses 45% 6 Months End e d Ma r 31 2024, Re ve nue 55% 3D Digital Assets Development and others 0 6 Months End ed Ma r 31 2024, Gross Ma rgin 50 100 Total 3D Digital Assets Development and Others Virtual Technology Services PART 06 24 1 䠅 For further risks and disclosures, please refer to our sec - filings. 2 䠅 Our Fiscal year ends Sep 30th Virtual Technology Services GMM

MARKET EXPANSION GROWTH STRATEGIES Our company is experiencing rapid growth by leveraging advanced AI technologies, expanding our 3D digital assets, and strategically focusing on the booming digital entertainment market. Enterin g internationa l markets t o reac h a broader customer base, focusin g o n Europ e an d Nort h America . In 2024 , w e establishe d GMM Discovery i n th e U . S . an d a ctively explorin g th e generativ e AI market wit h R&D product Gausspee d for innovatio n an d breakthroughs . STRATEGIC ALLIANCE Committed to forming strategic partnerships with leading companies in the industry to leverage strengths, expand market share, and enhance products and services. Additionally, pursuing selective acquisitions and investments to consolidate the market and acquire new technologies. - BRAND POSITIONING Utilizing advanced AI technology and consistent branding across all channels to strengthen our brand positioning. Aiming to become a leader in the digital entertainment industry by showcasing expertise in AI driven solutions and innovative 3D digital assets. RESEARCH&DEVELOPMENT Continuing to invest in R&D to drive technological advancement and innovation. Focus on developing practical AIGC technology and expanding the 3D digital asset bank . Increasing R&D expenditure to stay at the forefront of technological trends, collaborating with research institutions and tech companies for innovations. CUSTOMER EXPERIENCE Focusing on enhancing customer experience and increasing customer loyalty through personalized services, user - friendly interfaces, and excellent customer support. Implementing advanced analytics to better understand customer needs and developing more interactive and engaging user interfaces. GMM 26

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