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 October 2026
Commission File Number: 001-41834
Global Mofy AI Limited
No. 102, 1st Floor, No. A12, Xidian Memory Cultural
and Creative Town
Gaobeidian Township, Chaoyang District, Beijing
People’s Republic of China, 100000
+86-10-64376636
(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 ☐
On October 19, 2026, Global Mofy AI Limited (the
“Company”) entered into a Share Exchange and Investment Agreement (the “Agreement”) with Shanghai Moying Feihuan
Technology Co., Ltd., an indirect subsidiary of the Company (the “Subsidiary”), James Yang Mofy Limited (the “Seller”),
YANG HAO GANG LIMITED (the “Designee”) and Qifei (Shanghai) Technology Co., Ltd. (the “Target Company”), pursuant
to which, the Company agreed to issue 3,000,000 Class B ordinary shares of the Company, par value $0.0015 per share (the “Shares”),
to the Designee, as designee of the Seller, at an issuance price of US$1.30 per share, for an aggregate value of US$3,900,000, and in
consideration therefor, the Seller will transfer 4.875% equity interests in the Target Company to the Subsidiary (the “Transaction”).
As previously reported on the Company’s Report on Form 6-K furnished on August 20, 2026, the Subsidiary agreed to acquire 5.06%
equity interests in the Target Company from the Seller. Upon the closing of the Transaction, the Subsidiary will hold an aggregate of
9.935% equity interests in the Target Company.
Mr. Haogang Yang, the Chairman of the board of
directors (the “Board”) and Chief Executive Officer of the Company, is the sole beneficial owner of each of the Seller and
the Designee and the sole director and legal representative of the Target Company. Accordingly, Mr. Yang has a material interest on both
sides of the Transaction, and the Transaction constitutes a related party transaction. Mr. Yang fully disclosed to the Board the nature
and extent of his interest in the Transaction. The issuance price of US$1.30 per Share was determined through negotiations among the parties,
and the 4.875% equity interest in the Target Company was valued based on a valuation report of the Target Company provided by an unaffiliated
third party. The Board determined that the terms of the Transaction were no less favorable to the Company than those that could be obtained
in an arm’s-length transaction with an unaffiliated third party.
Each Class B ordinary share of the Company is
entitled to twenty (20) votes on all matters subject to vote at general meetings of the Company, does not confer any right to receive
dividends and is not convertible into Class A ordinary shares of the Company. Upon the issuance of the Shares, Mr. Yang will beneficially
own approximately 87.9% of the aggregate voting power of the Company’s outstanding ordinary shares.
The Target Company is a limited liability company
incorporated under the laws of the People’s Republic of China that is engaged in the intelligent systems business and provides industry-oriented
artificial intelligence solutions, empowering industrial digital transformation through its technological capabilities. The Transaction
is expected to be strategically complementary to the Company’s existing artificial intelligence and digital-content operations.
The closing of the Transaction is subject to customary
closing conditions, including (i) the accuracy in all material respects of the representations and warranties of the Seller, the Designee
and the Target Company; (ii) the performance and compliance in all material respects by the Seller, the Designee and the Target Company
with their respective covenants and agreements under the Agreement; (iii) the absence of any material adverse effect with respect to the
Target Company and its subsidiaries; (iv) the receipt of all necessary corporate approvals and third-party consents required to consummate
the Transaction; (v) the completion of all PRC regulatory filings required to effect the transfer of the transferred equity interests,
including the update of the Target Company’s business license with the relevant market supervision administration; (vi) the completion
by the Company of its legal, financial and business due diligence investigation of the Target Company, the results of which are reasonably
satisfactory to the Company; and (vii) the absence of any order, injunction or decree of any governmental authority prohibiting the consummation
of the Transaction.
The Company issued the Shares to the Designee
on October 19, 2026. The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
or under any state or foreign securities laws, and are being issued in reliance upon exemptions from registration under the Securities
Act, including Regulation S promulgated thereunder and Section 4(a)(2) of the Securities Act.
The foregoing description of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit
10.1 to this Report on Form 6-K and is incorporated herein by reference.
This Report on Form 6-K (including the exhibit) is incorporated by
reference into the Company’s Registration Statement on Form
F-3 filed with the Securities and Exchange Commission on January 28, 2026 (Registration No. 333-293015), as amended and Company’s
Registration Statement on Form F-3
filed with the Securities and Exchange Commission on March 6, 2026 (Registration No. 333-294113), as amended.
Exhibit Index
| Exhibit No. |
|
Description |
| 10.1 |
|
Share Exchange and Investment Agreement dated October 19, 2026 |
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 AI Limited |
| |
|
|
| Date: October 20, 2026 |
By: |
/s/ Haogang Yang |
| |
Name: |
Haogang Yang |
| |
Title: |
Chief Executive Officer, Director, and Chairman of the Board |
