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 May 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 offices)
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 May 22, 2026, Global Mofy AI Limited, an exempted
company incorporated and registered under the laws of the Cayman Islands (the “Company”), entered into certain securities
purchase agreements (each, a “Securities Purchase Agreement”) with certain investors (the “Investors”) for a registered
direct offering (the “Offering”) of (i) 8,247,420 Class A ordinary shares, par value US$0.00003 each of the Company (“Class
A Ordinary Shares”), (ii) 8,247,420 series A warrants to purchase up to 8,247,420 Class A Ordinary Shares (“Series A Warrants”),
(iii) 8,247,420 series B warrants to purchase up to 8,247,420 Class A Ordinary Shares (“Series B Warrant”, together with the
Series A Warrant, the “Warrants”). The offering price of $0.97 for (i) one Class A Ordinary Share, (ii) one Series A Warrant,
and (iii) one Series B Warrant (the “Offering Price”), for total gross proceeds of approximately US$8 million, before deducting
placement agent fees and other offering expenses.
The Series A Warrants are exercisable immediately
after the date of issuance at an initial exercise price of $0.97 and will have a term of five (5) years after issuance. The Series B Warrants
are exercisable immediately after the eleventh (11th) trading day at an initial exercise price of $0.97 and will have a term of two (2)
years after issuance.
On the eleventh (11th) trading day (the “Reset
Date”) after the Reset Period Start Date (as defined as the initial Trading Date following the issuance date), the exercise price
of Series A Warrants will be adjusted to the lower of (i) the exercise price then in effect and (ii) the Reset Price, which equals 80%
of the lowest weighted average price of the Class A Ordinary Shares during the period commencing on the Reset Period Start Date and ending
on the tenth (10th) trading day after the Reset Period Start Date (the “Reset Period”), subject to the floor price of $0.194.
Upon any such reset, the number of Warrant Shares issuable will be proportionately adjusted so that the aggregate exercise price remains
constant.
The Series B Warrants may be exercised on a cashless
basis at any time, irrespective of the availability of a registration statement for the resale of the Warrant Shares or the availability
of Rule 144. The net number of Class A Ordinary Shares deliverable upon such cashless exercise is determined by a formula based on the
weighted average price of the Class A Ordinary Shares, the exercise price, and the number of shares being exercised. In addition, the
holder may elect an “alternative cashless exercise” before the Expiration Date, in which case the aggregate number of Warrant
Shares issuable equals the product of (x) the aggregate number of Warrant Shares that would be issuable upon a cash exercise, multiplied
by (y) 1.0.
Other than the adjustments above, in no event
shall the exercise price of the Series A Warrants and Series B Warrants be reduced below a floor price of $0.194, as adjusted for share
subdivisions, dividends, recapitalizations, reorganizations, reclassification, share consolidations or other similar events.
The Company’s securities described above
were offered pursuant to an effective registration statement on Form F-3 (SEC File No. 333-294113), that was previously filed with the Securities and Exchange Commission (the “Commission”)
on March 6, 2026, and declared effective on March 18, 2026 (the “Registration Statement”), the base prospectus filed as part
of the Registration Statement, and the prospectus supplement dated May 26, 2025. The Registration Statement, the base prospectus and the
prospectus supplement relating are available on the SEC’s website at www.sec.gov.
The Company also entered into Placement Agency
Agreement dated May 22, 2026 (the “Placement Agency Agreement”) with D. Boral Capital LLC. to act as exclusive placement agent
on a best efforts basis in connection with this Offering (the “Placement Agent”). The Company agreed to pay the Placement
Agent a cash fee equal to 7% of the gross proceeds raised in the Offering and a reimbursement of expenses of up to $100,000.
Pursuant to the Placement Agency Agreement and
the Securities Purchase Agreement, (i) each of our directors and executive officers, and (ii) 5% or more holders of Ordinary Shares have
entered into lock-up agreements (the “Lock-Up Agreements”) that generally prohibit the sale, transfer, or other disposition
of our securities, without the prior written consent of the Placement Agent, for a period of six (6) months following the date of the
Securities Purchase Agreement.
The Securities Purchase Agreements contain customary
representations, warranties and covenants of the Company and the Investors, as well as customary indemnification obligations of the parties.
The Company issued the Shares and the Warrants on May 26, 2026. The Company received gross proceeds, before deducting any fees or expenses,
of approximately $8 million. The company plan to use the proceeds for working capital purposes.
The foregoing description of the Placement Agency
Agreement, the Warrants, the Securities Purchase Agreement, and the Lock-Up Agreements, are qualified in their entirety by reference to
the full text of each of the Placement Agency Agreement, the Warrants, the Securities Purchase Agreement, and the Lock-Up Agreements,
the forms of which are attached hereto as Exhibit 1.1, 4.1, 10.1 and 10.2, respectively, to this Report on Form 6-K (this “Report”),
and which are incorporated herein in their entirety by reference.
Copies of the opinions of Ogier and Ortoli Rosenstadt
LLP relating to the legality of the issuance and sale of the Shares and the Warrants, respectively, are filed as Exhibits 5.1 and 5.2
hereto, respectively.
Pursuant to the Offering, on May 22, 2026, the
Company issued a press release announcing the pricing of the Offering. A copy of the press release announcing the pricing of the Offering
is furnished as Exhibit 99.1 hereto. On May 26, 2026, the Company issued a press release announcing the closing of the Offering. A copy
of the press release announcing the closing of the Offering is furnished as Exhibit 99.2 hereto.
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.
This Report shall not constitute an offer to sell
or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
This Report contains forward-looking statements.
Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies,
predictions or any other statements related to our future activities, future events or conditions. These statements are based on current
expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements
are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors,
including those risks discussed in the Registration Statement, and in other documents the Company files from time to time with the Commission.
Any forward-looking statements speak only by the date on which they are made, and the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date of this Report, except as required by law.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 1.1 |
|
Form of Placement Agency Agreement |
| 4.1 |
|
Form of Series A Warrant |
| 4.2 |
|
Form of Series B Warrant |
| 5.1 |
|
Opinion of Ogier |
| 5.2 |
|
Opinion of Ortoli Rosenstadt LLP |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Lock-Up Agreement |
| 99.1 |
|
Press Release dated May 22, 2026 |
| 99.2 |
|
Press Release dated May 26, 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: May 26, 2026 |
By: |
/s/ Haogang Yang |
| |
Name: |
Haogang Yang |
| |
Title: |
Chief Executive Officer and Chairman of the Board of Directors |
4
Exhibit 99.1
Global Mofy AI Limited Announces Pricing of
$8 Million Registered Offering
BEIJING, May 22, 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 the pricing of its
registered direct offering (the “Offering”) of (i) 8,247,420 Class A ordinary shares, par value US$0.00003 each of the Company
(“Class A Ordinary Shares”), (ii) 8,247,420 series A warrants to purchase up to 8,247,420 Class A Ordinary Shares (“Series
A Warrants”), (iii) 8,247,420 series B warrants to purchase up to 8,247,420 Class A Ordinary Shares (“Series B Warrant”,
together with the Series A Warrant, the “Warrants”) at an offering price of $0.97 per Class A Ordinary Share and accompanying
Warrants (the “ Offering Price”) for total gross proceeds of approximately US$8 million, before deducting placement agent
fees and other offering expenses.
The Company intends to use the net proceeds from
the offering for general corporate purposes, which may include working capital, product development, and the continued build-out and expansion
of its AI-powered technology platforms and related infrastructure.
The offering is expected to close on or about
May 26, 2026, subject to the satisfaction of customary closing conditions.
D. Boral Capital is acting as the exclusive placement
agent for the offering.
The securities described above are being offered
by the Company pursuant to a shelf registration statement on Form F-3, as amended, including a base prospectus, previously filed with
and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 6, 2026 and March 18, 2026, respectively.
The offering is being made only by means of a prospectus supplement and accompanying base prospectus. A final prospectus supplement related
to the Offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. A copy of the final
prospectus supplement and the accompanying prospectus relating to the Offering may also be obtained, when available, from: D Boral Capital,
at 590 Madison Avenue, New York, NY 10022, attention: D. Boral Capital LLC, by telephone at +1 (212) 970-5150, or by email at dbccapitalmarkets@dboralcapital.com.
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
Exhibit 99.2
Global Mofy AI Limited Announces Closing of
$8 Million Registered Offering
BEIJING, May 26, 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 the closing of its
previously announced registered direct offering (the “Offering”) of (i) 8,247,420 Class A ordinary shares, par value US$0.00003
each, of the Company (“Class A Ordinary Shares”), (ii) 8,247,420 Series A warrants to purchase up to 8,247,420 Class A Ordinary
Shares (“Series A Warrants”), and (iii) 8,247,420 Series B warrants to purchase up to 8,247,420 Class A Ordinary Shares (“Series
B Warrants,” together with the Series A Warrants, the “Warrants”), at an offering price of US$0.97 per Class A Ordinary
Share and accompanying Warrants. The gross proceeds to the Company from the Offering were approximately US$8 million, before deducting
placement agent fees and other offering expenses.
The Company intends to use the net proceeds from
the Offering for general corporate purposes, which may include working capital, product development, and the continued build-out and expansion
of its AI-powered technology platforms and related infrastructure.
D. Boral Capital acted as the
exclusive placement agent for the Offering. Ortoli Rosenstadt LLP acted as U.S. securities counsel to the Company, and Loeb & Loeb
LLP acted as U.S. securities counsel to the placement agent, in connection with the Offering.
The securities described above were offered by
the Company pursuant to a shelf registration statement on Form F-3, as amended, including a base prospectus, previously filed with the
Securities and Exchange Commission (the “SEC”)
on March 6, 2026, and declared effective by the SEC on March 18, 2026. The Class A ordinary shares and accompanying warrants were offered
only by means of a prospectus supplement and accompanying base prospectus forming a part of the effective registration statement. A prospectus
supplement and accompanying prospectus relating to, and describing the terms of, the Offering were filed with the SEC and are available
for free on the SEC’s website at www.sec.gov. Electronic copies
of the prospectus supplement and accompanying prospectus may also be obtained by contacting D. Boral Capital LLC, 590 Madison Avenue,
New York, NY 10022, by telephone at +1 (212) 970-5150, or by email at dbccapitalmarkets@dboralcapital.com.
This press release does 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 other
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
