6-K 1 ea0211674-6k_global.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

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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