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 June 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 ☐
At the annual general meeting (the “AGM”)
of shareholders of Global Mofy AI Limited (the “Company”) held on January 5, 2026 at 10:00 a.m., Beijing Time (January 4,
2026, at 9:00 p.m. Eastern Time), the following matters, among others, were approved and authorized:
| A. | conditional upon the approval of the board of directors of
the Company (the “Board”) in its sole discretion, with effect as of the date the board of directors of the Company (“Board”)
may determine: |
| i. | all of the authorized, issued, and outstanding shares of
the Company (collectively, the “Shares”) be consolidated, at any one time or multiple times during a period of up to three
(3) years after the date of the Meeting (each a “Share Consolidation” and collectively, the “Share Consolidations”)
in each case, at the exact consolidation ratio and effective time as the Board may determine in its sole discretion (together, the
“Share Consolidations”, and each, a “Share Consolidation”); provided always, that the accumulated consolidation
ratio for any and all such Share Consolidations shall be no less than two (2)-for-one (1) nor greater than five-hundred (500)-for-one (1),
with such consolidated Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing
Shares of each class as set out in the Company’s current amended and restated memorandum and articles of association; |
| ii. | no fractional shares be issued in connection with any Share
Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional share upon a Share Consolidation,
the total number of shares to be received by such shareholder be rounded up to the next whole share; and |
| iii. | any change to the Company’s authorized share capital
in connection with, and as necessary to effect, the Share Consolidation(s), be and is hereby approved, such amendment to be determined
by the Board in its sole discretion; and |
| B. | any one director or officer of the Company be and is hereby
authorized for and on behalf of the Company to do all such other acts or things necessary or desirable to implement, carry out, and give
effect to the Share Consolidation(s), if and when deemed advisable by the Board, in its sole discretion. |
According to the unanimous written resolutions
of the Board passed on May 26, 2026, the reverse stock split at the ratio of fifty (50)-for-one (1) (the “Reverse Stock Split”)
and the rounding up of any fractional shares resulting from the Reverse Stock Split to the nearest whole ordinary share were approved.
Upon the opening of the market on June 11, 2026,
the Company’s Class A ordinary shares began trading on the Nasdaq Stock Market (“Nasdaq”) on a post-Reverse Stock
Split basis under the current symbol “GMM”.
Every fifty (50) outstanding Class A ordinary shares or Class B ordinary shares were combined into and automatically became one post-Reverse
Stock Split Class A ordinary shares or Class B ordinary shares, respectively. No fractional shares will be issued in connection with the
Reverse Stock Split. Instead, the Company will issue one full post-Reverse Stock Split Class A ordinary shares or Class B ordinary shares,
as applicable, to any shareholder who would have been entitled to receive a fractional share as a result of the process. The new CUSIP
number following the Reverse Stock Split is G3937M205.
The Reverse Stock Split will reduce the number
of outstanding shares of the Company from approximately 89.58 million Class A ordinary shares of a par value of US$0.00003 each and approximately
8.17 million Class B ordinary shares of a par value of US$0.00003 each to approximately 1.79 million Class A ordinary shares of a par
value of US$0.0015 each and approximately 0.16 million Class B ordinary shares of a par value of US$0.0015 each, respectively. The par
value of the Class A ordinary shares and Class B ordinary shares will be increased in proportion to the ratio of the Reverse Stock Split
to US$0.0015 per share, and the number of authorized ordinary shares will be reduced in proportion to the ratio of the Reverse Stock Split
to 600,000,000 Class A ordinary shares and 80,000,000 Class B ordinary shares.
The Reverse Stock Split is intended for the Company
to maintain compliance with Nasdaq Listing Rule 5810(c)(3)(A)(iii), which requires issuers listed on Nasdaq to maintain a closing bid
price of greater than $0.10.
The Company amended and restated its memorandum and articles of association to reflect the adjustment of the number of authorized ordinary
shares and the par value. Attached to this report on Form 6-K as Exhibit 1.1 is a copy of such fifth amended and restated memorandum and
articles of association.
Attached to this report as Exhibit 99.1 is a copy
of the press release dated June 9, 2026 titled “Global Mofy AI Limited Announces Effective Date of Reverse Stock Split”.
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 |
| 1.1 |
|
Fifth Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Press Release – Global Mofy AI Limited Announces Effective Date of Reverse Stock Split, dated June 9, 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: June 11, 2026 |
By: |
/s/ Haogang Yang |
| |
Name: |
Haogang Yang |
| |
Title: |
Chief Executive Officer, Director, and Chairman of the Board |
Exhibit 99.1
Global Mofy AI Limited Announces Effective
Date of Reverse Stock Split
BEIJING, June 9, 2026 (GLOBE NEWSWIRE) —
Global Mofy AI Limited (the “Company” or “Global Mofy”) (Nasdaq: GMM), a generative AI-driven technology solutions
provider engaged in virtual content production and the development of 3D digital assets, today announced that it has resolved to effect
a reverse stock split of the Company’s class A ordinary shares and class B ordinary shares and has determined the ratio to be 1-for-50.
At the Company’s annual meeting of shareholders held on January 5, 2026, the Company’s shareholders approved a reverse stock
split at a ratio of not less than 1-for-2 and not more than 1-for-500 and granted the Company’s Board of Directors the authority
to determine the exact split ratio. On May 26, 2026, the Company’s Board of Directors determined the ratio to be 1-for-50. GMM’s
class A ordinary shares will begin trading on an adjusted basis giving effect to the reverse stock split on June 11, 2026 under the existing
ticker symbol “GMM”. The new CUSIP number of the Company’s class A ordinary shares will be G3937M205.
When the reverse stock split is effective, every
fifty shares of the Company’s class A ordinary shares, par value at $0.00003 per share issued and outstanding as of the effective date
will be automatically combined into one class A ordinary shares, par value at $0.0015 per share, and every fifty shares of the Company’s
class B ordinary shares, par value at $0.00003 per share issued and outstanding as of the effective date will be automatically combined
into one class B ordinary shares, par value at $0.0015 per share. This will reduce the number of outstanding class A ordinary shares of
GMM from approximately 89.58 million to approximately 1.79 million and the number of outstanding class B ordinary shares of GMM from approximately
8.17 million to approximately 0.16 million.
No fractional shares will be issued in connection
with the reverse stock split. Shareholders otherwise entitled to receive a fractional share as a result of the reverse stock split will
receive one full share.
Additional information concerning the reverse
stock split can be found in GMM’s notice of annual general meeting filed with the Securities and Exchange Commission on December 17, 2025.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About Global Mofy AI Limited
Global Mofy AI Limited (Nasdaq: GMM) is a generative
AI-driven technology solutions provider engaged in virtual content production, and the development of digital assets for the digital content
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 150,000 high-precision 3D digital assets. For more information, please visit www.globalmofy.ai 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. 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, our ability to keep
pace with new technology and changing market needs, and the competitive environment of our business. These and other factors may cause
our actual results to differ materially from any forward-looking statement. 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 AI Limited
Investor Relations Department
ir@mof-vfx.com
