As filed with the Securities and Exchange Commission
on October 8, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBAL MOFY AI LIMITED
(Exact Name of Registrant as Specified in its Memorandum
and Articles of Association)
| Cayman Islands |
|
N/A |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
|
No. 102, 1st Floor, No.
A12, Xidian Memory Cultural and Creative Town
Gaobeidian Township, Chaoyang
District, Beijing
People’s Republic
of China |
|
100000 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
October 2024 Equity Incentive Plan
(Full Title of the Plan)
Cogency Global Inc.
122 East 42nd Street, 18th
Floor
New York, New York 10168
(Name and Address of Agent for Service)
800-221-0102
(Telephone Number, Including Area Code, of Agent
for Service)
Copy To:
William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Yarona L. Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Tel: +1-212-588-0022
Fax: +1-212-826-9307
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☐ |
| |
Emerging growth company |
☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This registration statement
(this “Registration Statement”) is filed by GLOBAL MOFY AI LIMITED, an exempted company incorporated under the laws of the
Cayman Islands (the “Registrant”) to register securities issuable pursuant to the Global Mofy AI Limited October 2024 Equity
Incentive Plan (as amended and restated, the “October 2024 Equity Incentive Plan”). The securities registered hereby consist
of 3,300,000 Class A Ordinary Shares, US$0.000002 par value per share of the Registrant, which represent the number of Class A Ordinary
Shares that were authorized under the October 2024 Equity Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares which
may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the October 2024
Equity Incentive Plan. Any Class A Ordinary Shares covered by an award granted under the October 2024 Equity Incentive Plan (or portion
of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining
the maximum aggregate number of Class A Ordinary Shares that may be issued under the October 2024 Equity Incentive Plan.
PART I
INFORMATION REQUIRED IN THE 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
| * |
The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the October 2024 Equity Incentive Plan, as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, and
all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates
that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and shall be deemed to be a part hereof from the date of the filing of such documents:
| |
(1) |
our Annual Report on Form 20-F for the fiscal year ended September 30, 2023, filed with the Commission on January 31, 2024; |
| |
(2) |
our Reports on Form 6-K, filed with the Commission on February
1, 2024, March 1, 2024,
March 4, 2024, March
11, 2024, March 25, 2024,
April 2, 2024, April
12, 2024, April 24, 2024,
April 30 ,2024, May
8, 2024, July 2, 2024,
July 11, 2024, July
23, 2024, July 24, 2024,
July 26, 2024, July
31, 2024, August 1,
2024, August 19, 2024,
August 27, 2024, September 27, 2024 and October 8, 2024; |
| |
(3) |
The description of our ordinary shares incorporated by reference in our registration statement on Form 8-A, as amended (File No. 001-41834) filed with the Commission on October 16, 2023, including any amendment and report subsequently filed for the purpose of updating that description; and |
| |
(4) |
all reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the report referred to in (1) above. |
All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated
by reference herein modifies or supersedes such statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Cayman
Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy,
such as to provide indemnification against the consequences of committing a crime, or against the indemnified person’s own fraud,
dishonesty, willful default or willful neglect.
Our
Amended and Restated Memorandum and Articles of Association provide that the Company shall indemnify each existing or former secretary,
director (including alternate directors) and other officer of the Company (including an investment adviser or an administrator or liquidator)
and their personal representatives against:
| |
(1) |
all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate directors) or officer in or about the conduct of the Company’s business or affairs or in the execution or discharge of the existing or former secretary’s, director’s (including alternate directors’) or officer’s duties, powers, authorities or discretions; and |
| |
(2) |
without limitation to paragraph (1), all costs, expenses, losses or liabilities incurred by the existing or former secretary, director (including alternate directors) or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere, |
provided that no such existing
or former secretary, director (including alternate directors) or officer, however, shall be indemnified in respect of any matter arising
out of his own dishonesty.
In addition, we have entered
into indemnification agreements with our prior directors and executive officers that provide such persons with additional indemnification
beyond that provided in our Amended and Restated Memorandum and Articles of Association.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing
provisions, we have been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is hereby made to
the Exhibit Index, which is incorporated herein by reference.
Item 9. Undertakings.
A. The undersigned Registrant
hereby undertakes:
| |
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| |
(a) |
To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| |
(b) |
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and |
| |
(c) |
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
provided, however,
that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post- effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this Registration Statement.
| |
(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
B. The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in China, on October 8, 2024.
| |
GLOBAL MOFY AI LIMITED |
| |
|
|
| |
By: |
/s/ Haogang Yang |
| |
Name: |
Haogang Yang |
| |
Title: |
Chief Executive Officer, Director and
Chairman of the Board |
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Haogang Yang |
|
Chief Executive Officer, Director and Chairman of the Board |
|
October 8, 2024 |
| Haogang Yang |
|
(Principal Executive Officer and Director) |
|
|
| |
|
|
|
|
| /s/ Chen Chen |
|
Chief Financial Officer |
|
October 8, 2024 |
| Chen Chen |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Chi Chen |
|
Director |
|
October 8, 2024 |
| Chi Chen |
|
|
|
|
| |
|
|
|
|
| /s/ Rui Dong |
|
Director |
|
October 8, 2024 |
| Rui Dong |
|
|
|
|
| |
|
|
|
|
| /s/ Xiaohong Qi |
|
Director |
|
October 8, 2024 |
| Xiaohong Qi |
|
|
|
|
SIGNATURE OF AUTHORIZED
REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Global Mofy AI Limited, has
signed this registration statement or amendment thereto in New York, NY on October
8, 2024.
| |
Authorized U.S. Representative |
| |
Cogency Global Inc. |
| |
|
|
| |
By: |
/s/ Colleen A. De Vries |
| |
|
Name: |
Colleen A. De Vries |
| |
|
Title: |
Senior Vice President |
II-6
Exhibit 5.1
| GLOBAL MOFY AI LIMITED |
D +852 3656 6054 / +852 3656 6073 |
| OSIRIS INTERNATIONAL CAYMAN LIMITED |
E nathan.powell@ogier.com / |
| P. O. Box 32311 |
rachel.huang@ogier.com |
| Suite #4-210 |
|
| Governors Square |
Reference: NMP/RYH/510893.00001 |
| 23 LimeTree Bay Avenue |
|
| KY1-1209 |
|
| Cayman Islands |
|
8 October 2024
Dear Sirs
GLOBAL MOFY AI LIMITED (the Company)
We have acted as Cayman Islands counsel to the
Company in connection with the Company’s registration statement on Form S-8, including all amendments and supplements thereto (the
Registration Statement), as filed with the U.S. Securities and Exchange Commission (the Commission) under the United States
Securities Act of 1933, as amended to date (the Act). The Registration Statement relates to the reservation for issuance of 3,300,000
class A ordinary shares of a par value of US$0.000002 each (the Class A Ordinary Shares), upon granting of certain awards under
the GLOBAL MOFY AI LIMITED October 2024 Equity Incentive Plan effective on 7 October 2024 (the Plan).
We are furnishing this opinion as Exhibits 5.1
and 23.1 to the Registration Statement.
For the purposes of giving this opinion,
we have examined copies or drafts of the following documents:
| (a) | the certificate of incorporation of the Company dated 29 September 2021 and the certificate of incorporation
of change of name of the Company dated 22 August 2024 issued by the Registrar of Companies of the Cayman Islands (the Registrar); |
| (b) | the amended and restated memorandum and articles of association of the Company adopted by a special resolution
passed on 15 August 2024 and filed with the Registrar on 22 August 2024 (the Memorandum and the Articles); |
|
Ogier
Providing advice on British Virgin Islands,
Cayman Islands and Guernsey
laws
Floor 11 Central Tower
28 Queen’s Road Central
Central
Hong Kong
T +852 3656 6000
F +852 3656 6001
ogier.com |
Partners
Nicholas Plowman
Nathan Powell
Anthony Oakes
Oliver Payne
Kate Hodson
David Nelson
Justin Davis
Joanne Collett
Dennis Li |
Florence Chan*
Lin Han†
Cecilia Li**
Rachel Huang**
Yuki Yan**
Richard Bennett**‡
James Bergstrom‡
Marcus Leese‡
|
* admitted in New Zealand
† admitted in New York
** admitted in England and Wales
‡ not ordinarily resident in
Hong Kong |
Page 2 of 5
| (c) | a certificate of good standing dated 2 September 2024 (the Good Standing Certificate) issued by
the Registrar in respect of the Company; |
| (d) | the register of directors and officers of the Company filed with the Registrar on 23 February 2024 (the
Register); |
| (e) | a certificate from a director of the Company dated 8 October 2024 as to certain matters of facts
(the Director’s Certificate); |
| (f) | the Register of Writs at the office of the Clerk of Courts in the Cayman Islands as inspected by us on
8 October 2024 (the Register of Writs); |
| (g) | a search on the Cayman Online Registry Information Service conducted against the Company at the Registrar
on 7 October 2024 (the CORIS Search); |
| (h) | a copy of the unanimous written resolutions of all the directors of the Company dated 7 October 2024
approving, among other things, the Company’s filing of the Registration Statement and the adoption of the Plan (the Board Resolutions); |
| (j) | the Registration Statement. |
In giving this opinion we have relied
upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect
of those assumptions:
| (a) | all copies of documents examined by us (whether in facsimile, electronic or other form) conform to the
originals and those originals are authentic and complete; |
| (b) | all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine; |
| (c) | each of the Good Standing Certificate, the Register and the Director’s Certificate is accurate and
complete as at the date of this opinion; |
| (d) | the CORIS Search which we have examined is accurate and that the information disclosed by the CORIS Search
is true and complete and that such information has not since been altered; |
| (e) | all copies of the Registration Statement are true and correct copies and the Registration Statement conform
in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us
in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated; |
| (f) | the Board Resolutions remain in full force and effect and each of the directors of the Company has acted
in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required
of him or her in approving the Plan and the Registration Statement and no director has a financial interest in or other relationship to
a party of the transactions contemplated in the Plan and/or the Registration Statement which has not been properly disclosed in any of
the Board Resolutions; |
Page 3 of 5
| (g) | the Plan has been duly authorised and duly executed and unconditionally delivered by or on behalf of the
Company in accordance with all relevant laws (other than the laws of the Cayman Islands); |
| (h) | the Plan is legal, valid and binding and enforceable against all relevant parties in accordance with its
terms under relevant law (other than, with respect to the Company, the laws of the Cayman Islands); |
| (i) | the Class A Ordinary Shares shall be issued at an issue price in excess of the par value thereof; |
| (j) | the capacity, power, authority and legal right of the Company under all relevant laws and regulations
(other than the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform its obligations under the Plan; |
| (k) | no monies paid to or for the account of any party under the Plan represent or will represent criminal
property or terrorist property (as defined in the Proceeds of Crime Act (as revised) and the Terrorism Act (as revised), respectively); |
| (l) | the Company has received, or will receive, money or money’s worth (the Consideration) in consideration
for the issue of the Class A Ordinary Shares, and none of the Class A Ordinary Shares have, or will be, issued for less than their par
value; |
| (m) | neither the directors nor the shareholders of the Company have taken any steps to appoint a liquidator
of the Company and no receiver or restructuring officer has been appointed over any of the Company’s property or assets; and |
| (n) | there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have
any implication in relation to the opinions expressed herein. |
On the basis of the examinations and
assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion
that:
Corporate
status
| (a) | The Company has been duly incorporated as an exempted company and is validly existing and in good standing
with the Registrar. |
Authorised
share capital
| (b) | Based solely on our review of the Memorandum and Articles, the authorised share capital of the Company
is US$50,000.00 divided into 22,000,000,000.00 class A ordinary shares of US$0.000002 each and 3,000,000,000.00 class B ordinary shares
of US$0.000002 each. |
Page 4 of 5
Valid Issuance
of Class A Ordinary Shares
| (c) | the Class A Ordinary Shares to be offered and issued by the Company pursuant to the provisions of the
Plan, having been duly authorised and, when issued by the Company upon: |
| (i) | payment in full of the Consideration as set out in the provisions of the Plan and in accordance with the
provisions of the Plan, the Memorandum and Articles, the Board Resolutions; and |
| (ii) | the entry of those Class A Ordinary Shares as fully paid on the register of members of the Company, |
shall be validly
issued, fully paid and non-assessable.
| 4 | Limitations and Qualifications |
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion,
made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references
in the Plan and/or the Registration Statement to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than
the Cayman Islands; or |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or
the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or
conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration
Statement and any other agreements into which the Company may have entered or any other documents. |
| 4.2 | Under the Companies Act (as revised) of the Cayman Islands (the Companies Act), the register of
members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs
or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members
may yield to a court order for rectification (for example, in the event of fraud or manifest error). |
| 4.3 | In this opinion, the phrase “non-assessable” means, with respect to the Class A Ordinary
Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments
or calls on the Class A Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud,
the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to
pierce or lift the corporate veil). |
| 4.4 | Under the Companies Act annual returns in respect of the Company must be filed with the Registrar, together
with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck
off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject
to disposition or retention for the benefit of the public of the Cayman Islands. |
Page 5 of 5
| 4.5 | In good standing means only that as of the date of the Good Standing Certificate the Company is
up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s
good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands
other than the Companies Act. |
| 4.6 | Our examination of the Register of Writs cannot conclusively reveal whether or not there is: |
| (a) | any current or pending litigation in the Cayman Islands against the Company; or |
| (b) | any application for the winding up or dissolution of the Company or the appointment of any liquidator,
trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets, |
as notice of these
matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter
or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted
a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.
| 5 | Governing law of this opinion |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this
opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that
legislation as amended to, and as in force at, the date of this opinion. |
We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
This opinion may be used only in connection
with the issuance of the Class A Ordinary Shares while the Registration Statement is effective.
Yours faithfully
Ogier
Exhibit 23.2
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in this Registration Statement of Global Mofy Metaverse Limited on Form S-8 of our report
dated January 31, 2024, with respect to our audits of the consolidated financial statements of Global Mofy Metaverse Limited as of September
30, 2023 and 2022 and for each of the years in the two-year period ended September 30, 2023. We also consent to the reference to our Firm
under the heading “Experts” in such Registration Statement.
/s/ Marcum Asia CPAs LLP
Marcum Asia CPAs LLP
New York, New York
October 8, 2024
NEW YORK OFFICE ● 7 Penn Plaza ● Suite 830 ● New
York, New York ● 10001
Phone 646.442.4845 ● Fax 646.349.5200
● www.marcumasia.com
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporated by reference in this Registration
Statement on Form S-8 of our report dated March 4, 2022, except for Note 11, as to which date is July 8, 2022, and Note 10, as to
which date is November 23, 2022, with respect to our audits of the consolidated financial statements of Global Mofy Metaverse
Limited as of and for the year ended September 30, 2021, which report appears in this Registration Statement.
/s/ Friedman LLP
New York, New York
October 8, 2024
Exhibit 107
Calculation of Filing Fee Tables
S-8
(Form Type)
GLOBAL MOFY AI LIMITED
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type | |
Security
Class Title | |
Fee
Calculation
Rule | |
Amount
Registered (1) | | |
Proposed
Maximum
Offering
Price Per
Share (2) | | |
Maximum
Aggregate
Offering
Price | | |
Fee
Rate | | |
Amount of
Registration
Fee | |
| Equity | |
Class A Ordinary Shares, US$0.000002 par value per share | |
Rule 457(c) and (h) | |
| 3,300,000 | | |
$ | 0.66 | | |
$ | 2,178,000 | | |
$ | 0.00015310 | | |
$ | 333.45 | |
| Total Offering Amounts | |
| | | |
| | | |
| | | |
| | | |
$ | 333.45 | |
| Total Fee Offsets | |
| | | |
| | | |
| | | |
| | | |
$ | 0 | |
| Net Fee Due | |
| | | |
| | | |
| | | |
| | | |
$ | 333.45 | |
| (1) |
This Registration Statement on Form S-8 covers additional shares of Class A Ordinary Shares, US$0.000002 par value per share of Global Mofy AI Limited (“Registrant”) issuable pursuant to the October 2024 Equity Incentive Plan (as amended and restated, the “October 2024 Equity Incentive Plan”) of the Registrant. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of ordinary shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the October 2024 Equity Incentive Plan. |
| |
|
| (2) |
The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$0.66 per Class A ordinary share, the average of the high and low prices for the Registrant’s Class A ordinary share as quoted on the Nasdaq Capital Market on October 4, 2024. |
Globa Mofy AI (NASDAQ:GMM)
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Globa Mofy AI (NASDAQ:GMM)
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