Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
On December 8, 2025, GLOBAL MOFY AI LIMITED (the
“Company”) and GMM Discovery LLC, a subsidiary of the Company (“GMM Discovery”), entered into a Common Stock Purchase
Agreement (the “Purchase Agreement”) with Eaglepoint AI Inc, a Delaware corporation (“Eaglepoint”), pursuant to
which GMM Discovery agreed to purchase 51% of the total issued and outstanding capital stock of Eaglepoint, and the Company agreed to
pay an aggregate purchase price of $100,000, of which 50%, or $50,000 was paid on December 11, 2025and the remaining 50%, or $50,000,
shall be paid within three months after December 11, 2025.
The foregoing description does not purport to
be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a form of which is attached hereto
as Exhibits 10.1, which is incorporated herein by reference.
The Company issued a press release on January
5, 2026, a copy of which is filed herewith as Exhibit 99.1.
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, 2025 (Registration No. 333-284554), as amended and Company’s Registration Statement on Form S-8
filed with the Securities and Exchange Commission on October 29, 2025 (Registration No. 333-291150).
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.
Exhibit 10.1
COMMON STOCK PURCHASE AGREEMENT
This Unit Purchase Agreement
(this “Agreement”) is entered as of December 8, 2025 by and between GMM Discovery LLC, a Delaware limited liability company
(the “Purchaser”), Eaglepoint AI Inc, a Delaware incorporated company (the “Company”), and Global Mofy
AI Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Payee”).
RECITALS
WHEREAS, the
Company is a corporation formed under the laws of the state of Delaware;
WHEREAS, Payee is a company
listed on Nasdaq and the Purchaser is a wholly-owned subsidiaries of Payee, and the transactions contemplated herein shall comply the
rules of the Securities and Exchange Commission (the “SEC”) and the Nasdaq.
WHEREAS, subject to the terms
and conditions of this Agreement, the Purchaser desires to purchase from the Company, and the Company desires to issue and sell to the
Purchaser, the number of common stock in the Company (the “Common Shares”) set forth in Section
1, each having the rights, privileges, and preferences set out in that certain Articles of Incorporation, dated
as of November 29, 2025, a copy of which is attached hereto as Exhibit A (as amended, modified, or supplemented from time to time,
the “Articles”), and Bylaws of the Company, adopted on [November 17, 2025], a copy of which is attached hereto as Exhibit
B (as amended, modified, or supplemented from time to time, the “Bylaws”); and
WHEREAS, capitalized terms
used herein without definition shall have the meanings assigned to such terms in the Articles and Bylaws.
NOW, THEREFORE, in consideration
of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Purchase
and Sale. On the terms and subject to the conditions of this Agreement, at the Closing (as defined herein), the Purchaser shall purchase
from the Company, and the Company shall sell and issue to the Purchaser, 102 Common Shares (collectively, the “Purchased Common
Shares”) at an aggregate purchase price of $[100,000] (the “Purchase Price”), shall be payable in two installments:
(i) fifty percent (50%) of the Purchase Price shall be paid at the Closing, and (ii) the remaining fifty percent (50%) shall be payable
three (3) months after the Closing, subject to the further conditions to be mutually agreed in a supplemental agreement to be executed
by the Purchaser, the Company, and the Payee (the “Supplemental Payment Agreement”). free and clear of all liens, claims,
or other encumbrances (“Liens”) other than restrictions under applicable securities laws and the Articles and Bylaws.
The Payee shall fund the purchase price payable for the Purchased Common Shares by making a capital contribution to the Company in accordance
with Section 2(a)(i)(A).
2. Closing.
(a) Subject
to the terms and conditions of this Agreement, the closing of the purchase and sale of the Purchased Common Shares (the “Closing”)
shall take place at such other time and place as the Company may designate (the “Closing Date”), at the offices of the
Company, or remotely by exchange of documents and signatures (or their electronic counterparts). At the Closing:
| (i) | The Payee shall deliver to the Company: |
(A) fifty
percent (50%) of the Purchase Price, payable by wire transfer of immediately available funds to an account designated by the Company prior
to the Closing. The remaining fifty percent (50%) of the Purchase Price shall be payable three (3) months after the Closing pursuant to
the Supplemental Payment Agreement.
| (ii) | The Company shall deliver to the Purchaser and the Payee: |
(A) an
update of the Company’s books and records to reflect the addition of the Purchaser as a shareholder of the Company holding the Purchased
Common Shares; and
(B) a
certificate representing the Purchased Common Shares bearing an appropriate legend referring to the fact that the Purchased Common Shares
are restricted securities that were sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended
(the “Securities Act”)
(b) The
obligations of the Purchaser and Payee to purchase and pay for the Purchased Common Shares, respectively, and of the Company to sell the
Purchased Common Shares to the Purchaser, are subject to the satisfaction on the Closing Date of the following conditions precedent:
(i) In
the case of the Purchaser’s and the Payee’s obligations, the representations and warranties of the Company contained in Section
4 shall be true and correct on the Closing
Date with the same effect as though such representations and warranties had been made as of the Closing.
(ii) In
the case of the Company’s obligations, the representations and warranties of the Purchaser contained in Section
3 and representations and warranties of
the Payee contained in Section 5 shall be true and correct on the Closing Date with the same effect as though such representations and
warranties had been made as of the Closing.
3. Representations
and Warranties of the Purchaser. The Purchaser represents and warrants to the Company and Payee that:
(a) Authority.
The Purchaser is duly incorporated or formed, validly existing, and in good standing under the laws of the jurisdiction of its
incorporation or formation, and has all requisite limited liability company power, authority and capacity to execute and deliver
this Agreement and to perform the Purchaser’s obligations hereunder.
(b) Enforceability.
The execution and delivery by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby
have been duly authorized by all necessary limited liability company action on the part of the Purchaser. This Agreement has been duly
executed and delivered by the Purchaser and constitutes a legal, valid, and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar
laws of general applicability relating to or affecting creditors’ rights or general equity principles (regardless of whether considered
at law or in equity).
(c) No
Conflicts; Consents. The execution and delivery by the Purchaser of this Agreement do not, and the consummation by the Purchaser of
the transactions contemplated hereby will not (with or without the giving of notice, the lapse of time, or both), contravene, conflict
with, or result in a breach or violation of, or a default under (i) the Purchaser’s certificate of formation, by-laws, or other constitutive
documents; (ii) any judgment, order, decree, statute, law, ordinance, rule, or regulation applicable to the Purchaser; or (iii) any material
contract, agreement, or instrument to which the Purchaser is a party or otherwise bound, including any investment restrictions or guidelines.
No consent, approval, waiver, or authorization is required to be obtained by the Purchaser from any Person (defined below) in connection
with the execution, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated
hereby. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental
authority, unincorporated organization, trust, association, or other entity.
(d) No
Registration. The Purchaser understands and acknowledges that the Purchased Common Shares have not been registered under the Securities
Act, or the securities laws of any other jurisdiction and the offer and sale of the Purchased Common Shares are being made in reliance
on one or more exemptions for private offerings under Section 4(a)(2) of the Securities Act and certain exemptions from applicable state
securities laws. No sale, transfer, assignment, or other disposition (“Transfer”), whether with or without consideration
and whether voluntarily or involuntarily or by operation of law, of any of the Purchased Common Shares is permitted unless such Transfer
is registered under the Securities Act and other applicable securities laws, or an exemption from such registration is available. The
Purchaser understands and acknowledges that no federal or state agency has passed upon the merits or risks of, or made any finding or
determination concerning the fairness or advisability of, an investment in the Purchased Common Shares. Any certificate representing the
Purchased Common Shares shall bear a restrictive legend in the form required pursuant to the Articles and Bylaws.
(e) Knowledge
and Experience; Risk of Loss. The Purchaser understands and accepts that the purchase of the Purchased Common Shares involves
various risks. The Purchaser has sufficient knowledge, sophistication, and experience in business and financial matters and illiquid
investments similar to an investment in the Company so as to be capable of evaluating the merits and risks of an investment in the
Purchased Common Shares, including the risk that the Purchaser could lose the entire value of the Purchaser’s investment in
the Company. With the assistance of the Purchaser’s own professional advisors (to the extent that the Purchaser has deemed
such assistance appropriate), the Purchaser has undertaken its own legal, tax, accounting, financial, and other evaluation of the
merits and risks of an investment in the Purchased Common Shares in light of the Purchaser’s own circumstances and financial
condition and has concluded that the Purchaser is capable of bearing the economic risk of holding the Purchased Common Shares for an
indefinite period of time, has adequate means to provide for its current needs and contingencies (after giving effect to an
investment in the Purchased Common Shares), and can afford to suffer a complete loss of the Purchaser’s investment in the
Company.
(f) Lack
of Liquidity. The Purchaser acknowledges and agrees that no market for the resale of any of the Purchased Common Shares currently
exists, and no such market may ever exist. The Purchased Common Shares are subject to the restrictions on transfer set out in the Articles
and Bylaws. Accordingly, no Transfer of any of the Purchased Common Shares is permitted unless such Transfer is permitted under and complies
with the applicable provisions of the Articles and Bylaws. The Purchaser confirms its understanding that the Purchaser must bear the economic
and financial risk of an investment in the Purchased Common Shares for an indefinite period of time.
(g) Investor
Status. At the time that the Purchaser was offered the Common Shares, it was not, and as of the date hereof it is not, an “U.S.
Person” within the meaning of Regulation S promulgated under the Securities Act.
(h) Investment
Intent. The Purchaser is purchasing the Purchased Common Shares for the Purchaser’s own benefit and account for investment purposes
only, and not with a view to, or in connection with, any public offering, resale, or distribution thereof. The Purchaser will not sell,
assign, transfer, or otherwise dispose of any of the Purchased Common Shares, or any interest therein, in violation of the Securities
Act or any applicable state securities law. The Purchaser understands that the Company is relying upon the Purchaser’s representations
and agreements contained in this Agreement and any supplemental information that the Purchaser may provide for the purpose of determining
whether the offering of the Purchased Common Shares is exempt from registration under the Securities Act and all applicable state securities
laws.
(i) Valuation
of Purchased Common Shares. The Purchaser confirms its understanding that the valuation placed upon the Purchased Common Shares (and
therefore the Purchase Price) takes into account certain subjective factors. The Purchaser has independently evaluated the fairness of
the Purchase Price.
(j) No
General Solicitation. The Purchaser confirms that it has not been offered the Purchased Common Shares by any means of general solicitation
or general advertising.
(k) Closing
Date Reaffirmation. The Purchaser understands that, unless the Purchaser notifies the Company in writing to the contrary at or
before the Closing, each of the Purchaser’s representations and warranties contained in this Agreement will be deemed to have
been reaffirmed and confirmed as of the Closing Date, taking into account all information received by the Purchaser.
4. Representations
and Warranties of the Company. The Company represents and warrants to the Purchaser and Payee that:
(a) Authority.
The Company is a corporation duly formed, validly existing, and in good standing under the laws of the state of Delaware. The Company
has all requisite corporate power and authority to own, license, and operate its properties, to carry on its business as now conducted
and as proposed to be conducted, and to execute and deliver this Agreement and to perform its obligations hereunder.
(b) Authorization;
Enforceability. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions
contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly
executed and delivered by the Company and constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company
in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws of
general applicability relating to or affecting creditors’ rights or general equity principles (regardless of whether considered at law
or in equity).
(c) No
Conflicts; Consents. The execution and delivery by the Company of this Agreement does not and the consummation by the Company of the
transactions contemplated hereby will not (with or without the giving of notice, the lapse of time, or both) contravene, conflict with,
or result in a breach or violation of, or a default under (i) the Company’s Certificate of Formation or the Articles and Bylaws; (ii)
subject to the accuracy of the Purchaser’s representations and warranties in Section
3 of this Agreement, any judgment, order,
decree, statute, law, ordinance, rule, or regulation applicable to the Company; or (iii) any material contract, agreement, or instrument
to which the Company is a party or otherwise bound. No consent, approval, waiver, order, or authorization of, or registration, declaration,
or filing with, any Person is required by or with respect to the Company in connection with the execution and delivery by the Company
of this Agreement or the consummation by the Company of the transactions contemplated hereby.
(d) Validity
of Purchased Common Shares. Prior to the Closing, the Purchased Common Shares have been duly authorized and, when issued and paid
for in accordance with the terms of this Agreement, will be duly and validly issued to the Purchaser, free and clear of any Liens, except
for restrictions on transfer provided for herein, in the Articles and Bylaws, or under the Securities Act or other applicable securities
laws. Upon such issuance of the Purchased Common Shares in accordance with the terms of this Agreement, the Purchaser shall have the rights
and obligations of a shareholder under the Articles and Bylaws.
(e) No
Subsidiaries. The Company does not, directly or indirectly, own, control, or have any interest in any shares or other ownership interest
in any other Person.
(f) Undisclosed
Liabilities. The Company has no liabilities, obligations, or commitments of any nature whatsoever, asserted or unasserted, known or
unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise.
(g) Title
to Assets. The Company has good and valid title to all its properties and assets, free and clear of any Liens.
(h) Legal
Proceedings; Governmental Orders. There are no Actions (defined below) pending or threatened against or by the Company affecting any
of its properties or assets (or by or against the Company or any Affiliate (defined below) thereof and relating to the Company). No event
has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. There are no outstanding Governmental
Orders and no unsatisfied judgments, penalties, or awards against or affecting the Company or any of its properties or assets. No event
has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such
Governmental Order. “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit,
notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative,
regulatory, or otherwise, whether at law or in equity. “Affiliate” of a Person means any other Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control”
(including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities,
by contract or otherwise. “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination,
or award entered by or with any governmental authority.
(i) Compliance
with Laws; Permits. The Company has complied, and is now complying, with any statute, law, ordinance, regulation, rule, code, order,
constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any governmental authority applicable to it or
its business, properties, or assets. All permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances,
and similar rights obtained, or required to be obtained, from governmental authorities (the “Permits”) required for the
Company to conduct its business have been obtained by it and are valid and in full force and effect. No event has occurred that, with
or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse, or limitation
of any Permit.
5. Representations
and Warranties of the Payee. The Payee represents and warrants to the Company and Purchaser that:
(a) Authority.
The Payee is a company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or
formation and has all requisite power, authority and capacity to execute and deliver this Agreement and to perform the Payee’s obligations
hereunder.
(b) Authorization;
Enforceability. The execution and delivery by the Payee of this Agreement and the consummation by the Payee of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part of the Payee. This Agreement has been duly executed and
delivered by the Payee and constitutes a legal, valid, and binding obligation of the Payee, enforceable against the Payee in accordance
with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general applicability
relating to or affecting creditors’ rights or general equity principles (regardless of whether considered at law or in equity).
6. Notification
of Changes. Each party hereto hereby covenants and agrees to promptly notify the other party upon the occurrence of any event prior
to the Closing which would cause any of such party’s representations, warranties, or agreements contained in this Agreement to be false
or incorrect.
7. Survival
of Representations and Warranties and Acknowledgments and Agreements. All representations and warranties and acknowledgments and agreements
contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby,
regardless of any investigation made by any party or on such party’s behalf.
8. Notices.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed
to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a
nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation
of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours
of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
Such communications must be sent to the respective parties at the addresses indicated on the signature page hereof.
9. Entire
Agreement. This Agreement, the Shareholder Agreement For Eaglepoint AI Inc. by and among Huadong Jiang, Noel Abebe, Emran Kamil Husen
and the Purchaser, dated as of [December 8, 2025], the Articles and the Bylaws, and the other documents to be delivered hereunder constitute
the sole and entire agreement between the parties hereto with respect to the subject matter contained herein and therein, and supersede
all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
10. Successor
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns. However, neither this Agreement nor any of the rights of the parties hereunder may otherwise be transferred or
assigned by any party hereto without the prior written consent of the other party. Any attempted transfer or assignment in violation of
this Section 10 shall be void.
11. No Third-Party
Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted
assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right,
benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
12. Headings.
The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define,
or limit the scope, extent, or intent of this Agreement or any provision of this Agreement.
13. Amendment
and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each
party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed
by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default
not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that
waiver. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate
or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
14. Severability.
If any term or provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality,
or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction.
15. Governing
Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State
of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction)
that would cause the application of laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding
arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United
States of America or the courts of the State of New York in each case located in the city of New York and County of New York, and each
party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons,
notice, or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process
for any suit, action, or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to
the laying of venue of any suit, action, or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any
such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
16. Waiver
of Jury Trial. Each party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely
to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have
to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
17. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
18. No
Strict Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation
against the party drafting an instrument or causing any instrument to be drafted.
19. Information
Disclosure Compliance. Each party shall cooperate with the Payee in timely complying with all disclosure obligations under the SEC
rules (including Form 8-K) and the Nasdaq rules with respect to the transactions herein. The Company shall provide the Purchaser and the
Payee with all necessary information reasonably requested by the Payee for disclosure purposes, provided that such information does not
violate the Company’s confidential obligations to third parties. The Purchaser and the Company shall notify the Payee promptly of
any material changes to the transactions or any breach of this Agreement that would require an updated disclosure.
20. Cooperation with
Regulatory Inquiries. Each party shall cooperate with the Payee, the SEC, and the listing exchange in any inquiry,
investigation, or audit related to the transactions herein, including providing documents and testimony within a reasonable time
frame. The requesting party shall reimburse the cooperating party for reasonable costs incurred in connection with such cooperation
unless the cooperation is required due to the cooperating party’s breach of this Agreement. Cooperation shall not require any
party to disclose confidential information in violation of applicable law or third-party agreements.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed
this Common Stock Purchase Agreement on the date first written above.
| |
The Company |
| |
|
| |
Eaglepoint AI Inc |
| |
|
| |
By: |
/s/ Huadong Jiang |
| |
Name: |
Huadong Jiang |
| |
Title: |
Founder |
| |
Address for Notice: |
| |
Email: |
|
| |
Attention: |
| |
|
|
| |
The Purchaser |
| |
|
| |
GMM Discovery LLC |
| |
|
| |
By: |
/s/ Haogang Yang |
| |
Name: |
Haogang Yang |
| |
Title: |
CEO |
| |
Address for Notice: |
| |
Email: |
|
| |
Attention: |
| |
|
|
| |
The Payee |
| |
|
| |
Global Mofy AI Limited |
| |
|
| |
By: |
/s/ Haogang Yang |
| |
Name: |
Haogang Yang |
| |
Title: |
CEO |
