[SCHEDULE 13G] Global Mofy AI Ltd Passive Investment Disclosure (>5%)
Global Mofy AI: Hexstone reports 5.08% stake
Global Mofy AI Ltd Schedule 13G: Hexstone Capital LLC and Brendan O'Neil report beneficial ownership of 2,749,140 Class A Ordinary Shares, representing 5.08% of the class based on May 26, 2026 and a 54,091,499 share denominator after the issuer's offering.
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Global Mofy AI Ltd Schedule 13G: Hexstone Capital LLC and Brendan O'Neil report beneficial ownership of 2,749,140 Class A Ordinary Shares, representing 5.08% of the class based on May 26, 2026 and a 54,091,499 share denominator after the issuer's offering. The filing states Hexstone also holds Series A and Series B warrants exercisable for up to 2,749,140 shares each, but those warrants are not counted as beneficially owned due to a 4.99% beneficial ownership limitation (the "Blocker"). Hexstone's voting and dispositive power over the reported shares is shared and is exercised through its managing member, Brendan O'Neil.
Insights
Hexstone/Brendan O'Neil hold a modest block just above 5% with structural exercise limits.
Hexstone beneficially owns 2,749,140 Ordinary Shares, reported as 5.08% of the class on May 26, 2026. The filing notes Series A and Series B warrants exercisable for the same numeric amount but subject to a 4.99% ownership "Blocker."
The effective ownership percentage and the Blocker together constrain immediate dilution from warrant exercises; subsequent filings will show any change in share count or exercise outcomes.
Filing follows Rule 13d-1(k) joint filing conventions and discloses exercise limitations on warrants.
The reporting persons executed a Joint Filing Agreement and attribute voting/dispositive power to Hexstone, with Mr. O'Neil deemed to beneficially own the Hexstone-held shares under Rule 13d-3. The warrants contain an express beneficial ownership limitation that prevents counting exercisable shares for current beneficial-ownership math.
Any future exercise that respects or waives the Blocker will require amended schedules to update percentages and holdings.
Key Figures
Shares beneficially owned:2,749,140 sharesPercent of class:5.08%Shares outstanding denominator:54,091,499 shares+3 more
6 metrics
Shares beneficially owned2,749,140 sharesreported beneficial ownership by Hexstone/Brendan O'Neil
Percent of class5.08%based on 54,091,499 shares outstanding as of May 26, 2026
Shares outstanding denominator54,091,499 sharesoutstanding as of <date>May 26, 2026</date> after the Offering
Warrants exercisable (Series A)2,749,140 sharesSeries A Warrants exercisable for up to this number (not counted due to Blocker)
Warrants exercisable (Series B)2,749,140 sharesSeries B Warrants exercisable for up to this number (not counted due to Blocker)
Beneficial ownership limitation4.99%Blocker provision preventing warrant exercises that exceed this cap
Key Terms
Blocker, beneficially owned, Series A/Series B Warrants
3 terms
Blockerregulatory
"which exercises are subject to a 4.99% beneficial ownership limitation provision"
beneficially ownedfinancial
"Hexstone is the beneficial owner of 2,749,140 Ordinary Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Series A/Series B Warrantsfinancial
"Series A Warrants exercisable for up to 2,749,140 Ordinary Shares"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Hexstone Capital report in Global Mofy AI (GMM)?
Hexstone reports beneficial ownership of 2,749,140 Class A Ordinary Shares, representing 5.08% of the class based on May 26, 2026. The filing also discloses related warrants subject to an exercise limitation (the Blocker).
Does Brendan O'Neil directly own the shares reported in the GMM filing?
Mr. O'Neil does not directly own the shares; he is the managing member of Hexstone and is deemed to beneficially own the 2,749,140 shares held by Hexstone under Rule 13d-3, with shared voting and dispositive power reported.
Are the warrants held by Hexstone counted toward the 5.08% in GMM?
No. The filing states Series A and Series B warrants exercisable for up to 2,749,140 shares each are not included in beneficial ownership because an express 4.99% beneficial ownership limitation (the Blocker) prevents their exercise from increasing reported ownership.
What share count and date are used to calculate the ownership percentage in the GMM Schedule 13G?
The percentage is calculated using a denominator of 54,091,499 Ordinary Shares outstanding as of May 26, 2026, after giving effect to the closing of the offering disclosed in the issuer's prospectus supplement dated May 22, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Global Mofy AI Ltd
(Name of Issuer)
Class A Ordinary Shares, par value $0.00003 per share
(Title of Class of Securities)
G3937M114
(CUSIP Number)
05/22/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G3937M114
1
Names of Reporting Persons
Hexstone Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEVADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,749,140.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,749,140.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,749,140.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: As more fully described in Item 4 of this Statement on Schedule 13G (this ''Schedule 13G''), such percentage is based on 54,091,499 Class A ordinary shares, par value $0.00003 per share, of the issuer (the ''Ordinary Shares'') outstanding as of May 26, 2026, after giving effect to the closing of the issuer's offering (the ''Offering'') disclosed in the issuer's prospectus supplement, dated May 22, 2026, to the registration statement on Form F-3 (File No. 333-294113), declared effective by the U.S. Securities and Exchange Commission on March 18, 2026 (the ''Prospectus Supplement''), assuming no exercise of any of the Series A warrants to purchase Ordinary Shares (the ''Series A Warrants'') or any of the Series B warrants to purchase Ordinary Shares (the ''Series B Warrants'' and, together with the Series A Warrants, the ''Warrants'') sold in the Offering. Beneficial ownership consists of 2,749,140 Ordinary Shares held directly by the reporting person and does not include any exercise of the Warrants held directly by the reporting person, which exercises are subject to a 4.99% beneficial ownership limitation provision (the ''Blocker'').
SCHEDULE 13G
CUSIP Number(s):
G3937M114
1
Names of Reporting Persons
Brendan O'Neil
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,749,140.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,749,140.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,749,140.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Schedule 13G, such percentage is based on 54,091,499 Ordinary Shares outstanding as of May 26, 2026, after giving effect to the closing of the Offering disclosed in the Prospectus Supplement, assuming no exercise of any of the Warrants sold in the Offering. Beneficial ownership consists of 2,749,140 Ordinary Shares indirectly held by the reporting person and does not include any exercise of the Warrants indirectly held by the reporting person, which exercises are subject to a Blocker.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Global Mofy AI Ltd
(b)
Address of issuer's principal executive offices:
No. 102, No. A12, Xidian Memory Cultural and Creative Town, Gaobeidian Township, Chaoyang District, Beijing, The People's Republic of China, 100000
Item 2.
(a)
Name of person filing:
(i) Hexstone Capital LLC, a Nevada limited liability company ("Hexstone"); and
(ii) Brendan O'Neil ("Mr. O'Neil").
The foregoing persons are hereinafter collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Ordinary Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 303, San Francisco, CA 94123.
(c)
Citizenship:
Hexstone is a limited liability company organized under the laws of the State of Nevada. Mr. O'Neil is a citizen of the United States.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.00003 per share
(e)
CUSIP Number(s):
G3937M114
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference for each such Reporting Person.
The ownership percentages reported are based on 54,091,499 Ordinary Shares outstanding as of May 26, 2026, after giving effect to the closing of the Offering disclosed in the Prospectus Supplement, assuming no exercise of any of the Warrants sold in the Offering. Hexstone holds (i) 2,749,140 Ordinary Shares, (ii) Series A Warrants exercisable for up to 2,749,140 Ordinary Shares, and (iii) Series B Warrants exercisable for up to 2,749,140 Ordinary Shares. None of the Ordinary Shares underlying the Warrants are deemed beneficially owned by Hexstone as a result of the triggering of the Blocker in the Warrants, which prohibits Hexstone from exercising the Warrants for Ordinary Shares if, as a result of such exercise, the holder thereof, together with its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially own more than 4.99% of the total number of Ordinary Shares then issued and outstanding immediately after giving effect to any such exercise.
Consequently, Hexstone is the beneficial owner of 2,749,140 Ordinary Shares (the "Shares"). Hexstone has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its managing member, Mr. O'Neil. Mr. O'Neil does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. O'Neil may be deemed to beneficially own the Shares which are beneficially owned by Hexstone.
(b)
Percent of class:
(A) Hexstone: 5.08%
(B) Mr. O'Neil: 5.08%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(A) Hexstone: 0.00
(B) Mr. O'Neil: 0.00
(ii) Shared power to vote or to direct the vote:
(A) Hexstone: 2,749,140.00
(B) Mr. O'Neil: 2,749,140.00
(iii) Sole power to dispose or to direct the disposition of:
(A) Hexstone: 0.00
(B) Mr. O'Neil: 0.00
(iv) Shared power to dispose or to direct the disposition of:
(A) Hexstone: 2,749,140.00
(B) Mr. O'Neil: 2,749,140.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed herewith.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Hexstone Capital LLC
Signature:
/s/ Brendan O'Neil
Name/Title:
Brendan O'Neil, Managing Member
Date:
05/29/2026
Brendan O'Neil
Signature:
/s/ Brendan O'Neil
Name/Title:
Brendan O'Neil
Date:
05/29/2026
Comments accompanying signature: See Exhibit 1 filed herewith.
