SEC Form 6-K filed by Global Mofy Metaverse Limited
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 August 2024
Commission File Number: 001-41834
GLOBAL MOFY AI LIMITED
(Translation of registrant’s name into English)
No. 102, 1st Floor, No. A12,
Xidian Memory Cultural and Creative Town
Gaobeidian Township, Chaoyang District, Beijing
People’s Republic of China, 100000
(Address of principal executive office)
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 ☐
Annual General Meeting of Shareholders
On August 15, 2024, at 10:00 A.M., China Standard Time (August 14, 2024, at 10:00 P.M., Eastern Time), Global Mofy AI Limited (the “Company”; formerly known as “Global Mofy Metaverse Limited”) held an annual general meeting of shareholders (the “Annual Meeting”) at its executive office at No. 102, 1st Floor, No. A12, Xidian Memory Cultural and Creative Town Gaobeidian Township, Chaoyang District, Beijing, People’s Republic of China, 100000. Holders of 14,735,171 ordinary shares of the Company were present in person or by proxy at the Annual Meeting, representing approximately 51.62% of the total 28,545,468 outstanding ordinary shares as of the record date of August 15, 2024, and therefore constituting a quorum of the ordinary shares outstanding and entitled to vote at the Annual Meeting as of the record date. All matters voted on at the Annual Meeting were approved as recommended by the Board of Directors of the Company and were approved at the Annual Meeting. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:
| For | Against | Abstain | ||||||||||
| Proposal One: | To consider and vote upon ordinary resolutions to appoint five directors to serve on the Company’s board of directors (the “Board”) until the next annual general meeting of shareholders or until their office is otherwise vacated or they are removed by ordinary resolution. | |||||||||||
| Haogang Yang | 14,408,981 | 288,201 | 7,765 | |||||||||
| Chen Chen | 14,406,661 | 288,401 | 9,885 | |||||||||
| Chi Chen | 14,409,554 | 285,508 | 9,885 | |||||||||
| Rui Dong | 14,368,430 | 6,520 | 4,033 | |||||||||
| Xiaohong Qi | 14,406,654 | 288,408 | 9,885 | |||||||||
| Proposal Two: | To consider and vote upon a special resolution, to change the name of the Company to Global Mofy AI Limited and a special resolution to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association to reflect the Company’s new name. | 14,656,991 | 27,479 | 20,447 | ||||||||
| Proposal Three: | By an ordinary resolution, to approve: | |||||||||||
| (i) | re-designate all of the issued and outstanding ordinary shares of US$0.000002 par value each in the capital of the Company (the “Ordinary Shares”) into class A Ordinary Shares of US$0.000002 par value each, each having one (1) vote per share and the other rights attached to it as set out in the Second Amended and Restated Memorandum and Articles of Association (the “Class A Ordinary Shares”) on a one for one basis; | |||||||||||
| (ii) | re-designate 3,000,000,000 authorized but unissued Ordinary Shares into 3,000,000,000 class B Ordinary Shares of US$0.000002 par value each, each having 20 votes per share and the other rights attached to it as set out in the Second Amended and Restated Memorandum and Articles of Association (the “Class B Ordinary Shares”) on a one for one basis; and | |||||||||||
| (iii) | re-designate the remaining authorized but unissued Ordinary Shares into Class A Ordinary Shares on a one for one basis provided that the Company shall, at the time of the above resolution, have not less than 3,000,000,000 authorized but unissued Ordinary Shares; and | |||||||||||
| By a special resolution, to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association to reflect the foregoing and to consent to any variation or abrogation of rights as a result thereof. | 14,409,554 |
322,769 |
2,544 |
|||||||||
| Proposal Four: | To consider and vote upon a special resolution to amend Articles 50 and 60 of the Company’s Amended and Restated Memorandum and Articles of Association. | 14,389,192 | 310,478 | 5,272 | ||||||||
| Proposal Five: | To consider and vote upon an ordinary resolution, to approve the repurchase and issuance of shares of certain shareholders as follows: | 14,402,856 | 313,944 | 1,811 | ||||||||
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| Name of Shareholder | Number of Existing Shares held | Number of Shares to be held Giving Effect to Share Re-designation | Number of Shares to be held Giving Effect to Share Re-designation, Repurchase and Issuance | |||||
| James Yang Mofy Limited | 10,913,894 Ordinary Shares |
10,913,894 Class A Ordinary Shares |
10,913,894 Class B Ordinary Shares |
|||||
| New JOLENE&R L.P. | 1,809,142 Ordinary Shares |
1,809,142 Class A Ordinary Shares |
1,809,142 Class B Ordinary Shares |
|||||
| Proposal Six | To adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, Proposal Two, Proposal Three, Proposal Four, and Proposal Five. | 14,402,856 | 300,166 | 1,925 |
The Company’s Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 6-K.
Exhibit Index
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Memorandum and Articles of Association |
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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.
| Date: August 19, 2024 | Global Mofy AI Limited | |
| By: | /s/ Haogang Yang | |
| Name: | Haogang Yang | |
| Title: |
Chief Executive Officer, and a director | |
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