[S-8] Global Mofy AI Ltd Employee Benefit Plan Registration

Rhea-AI Filing Summary

Global Mofy AI Limited filed a Form S-8 to register 5,000,000 Class A Ordinary Shares, par value US$0.00003, for issuance under its October 2025 Equity Incentive Plan.

The registration also covers an indeterminate number of additional shares under Rule 416(a)

The filing incorporates by reference the company’s future Exchange Act reports and includes customary undertakings and indemnification disclosures under Cayman Islands law and the Securities Act.

10/29/2025 - 05:00 PM

As filed with the Securities and Exchange Commission on October 29, 2025

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 2025 Equity Incentive Plan

(Full Title of the Plan)

Cogency Global Inc.

122 East 42^nd Street, 18^th 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 2025 Equity Incentive Plan (as amended and restated, the “October 2025 Equity Incentive Plan”). The securities registered hereby consist of 5,000,000 Class A Ordinary Shares, US$0.00003 par value per share of the Registrant, which represent the number of Class A Ordinary Shares that were authorized under the October 2025 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 2025 Equity Incentive Plan. Any Class A Ordinary Shares covered by an award granted under the October 2025 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 2025 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 2025 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.

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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, 2024, filed with the Commission on January 2, 2025;

(2) our Reports on Form 6-K, filed with the Commission on January 3, 2025, February 24, 2025, April 1, 2025, April 16, 2025, April 22, 2025, April 25, 2025, May 1, 2025, May 7, 2025, June 10, 2025, July 24, 2025, August 18, 2025, October 15, 2025, October 16, 2025, October 27, 2025 and October 29, 2025;

(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.

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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.

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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.

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EXHIBIT INDEX

Exhibit No.		Description
4.1		Third Amended and Restated Memorandum and Articles of Association of Global Mofy AI Limited (incorporated by reference to Exhibit 3.1 to the report on Form 6-K filed with the SEC on November 7, 2024)
5.1		Opinion of Ogier (filed herewith)
10.1		October 2025 Equity Incentive Plan of Global Mofy AI Limited (incorporated by reference to Exhibit 99.1 to the report on Form 6-K filed with the SEC on October 29, 2025)
23.1		Consent of Ogier (included in Exhibit 5.1)
23.2		Consent of Marcum Asia CPAs LLP (filed herewith)
23.3		Consent of YCM CPA INC. (filed herewith)
107		Filing Fee Table (filed herewith)

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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 29, 2025.

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 29, 2025
Haogang Yang		(Principal Executive Officer and Director)
/s/ Chen Chen		Chief Financial Officer		October 29, 2025
Chen Chen		(Principal Financial and Accounting Officer)
/s/ Jie Zhang		Director		October 29, 2025
Chi Chen
/s/ Rui Dong		Director		October 29, 2025
Rui Dong
/s/ Xiaohong Qi		Director		October 29, 2025
Xiaohong Qi

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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 29, 2025.

Authorized U.S. Representative
Cogency Global Inc.
By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice President

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FAQ

What did Global Mofy AI (GMM) register on Form S-8?

The company registered 5,000,000 Class A Ordinary Shares for issuance under its October 2025 Equity Incentive Plan.

Which plan is covered by this registration?

The October 2025 Equity Incentive Plan of Global Mofy AI Limited.

Does the S-8 include anti-dilution adjustments?

Yes. Under Rule 416(a), it covers an indeterminate number of additional shares for splits, dividends, or similar events.

What is the par value of the registered shares?

Each Class A Ordinary Share has a par value of US$0.00003.

Where is Global Mofy AI incorporated?

Global Mofy AI Limited is incorporated in the Cayman Islands.

What reports are incorporated by reference?

Future filings under Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act are incorporated by reference.

Who signed the S-8 for the company?

It was signed on behalf of the company by Haogang Yang, Chief Executive Officer, Director and Chairman of the Board.