SEC Comment Letter 0000000000-23-002772 to Global Mofy AI Ltd (GMM)
Global Mofy AI Ltd
Date: March 20, 2023 · CIK: 0001913749 · Accession: 0000000000-23-002772
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268553
Letter
United States securities and exchange commission logo March 20, 2023 Haogang Yang Chief Executive Officer Global Mofy Metaverse Ltd No. 102, 1st Floor, No. A12, Xidian Memory Cultural and Creative Town Gaobeidian Township, Chaoyang District, Beijing People’s Republic of China, 100000 Re:Global Mofy Metaverse Ltd Amendment No. 2 to Registration Statement on Form F-1 Filed March 7, 2023 File No. 333-268553 Dear Haogang Yang: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 28, 2023 letter. Form F-1/A Dilution, page 62 1.We note your table on page 65. Please explain why the total consideration received is $11,112,228. In this respect, it appears that the total consideration received is $22,112,228. Consolidated Financial Statements Note 12. Subsequent Events, page F-27 2.Please clarify your disclosures that state "All of the $1.5 million was at the end of November 2022."
FirstName LastNameHaogang Yang Comapany NameGlobal Mofy Metaverse Ltd March 20, 2023 Page 2 FirstName LastName Haogang Yang Global Mofy Metaverse Ltd March 20, 2023 Page 2 3.Please revise to disclose in this section that on February 10, 2023, the Company entered into a share purchase agreement with Anguo Jijian Enterprise Management Co., Ltd (“Anguo”), Anjiu Jiheng Enterprise Management Co., Ltd (“Anjiu”), and Anling Management Co., Ltd (“Anling”), pursuant to which you issued 740,829, 740,829, and 444,497 ordinary shares of the Company, par value US$0.000002, to Anguo, Anjiu, and Anling, respectively, for an aggregate issue price of $9.1 million (RMB65,000,000). You may contact Morgan Youngwood, Senior Staff Accountant, at 202-551-3479 or Stephen Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Marion Graham, Staff Attorney, at 202-551-6521 or Larry Spirgel, Office Chief, at 202-551-3815 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Yarona L. Yieh
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United States securities and exchange commission logo
March 20, 2023
Haogang Yang
Chief Executive Officer
Global Mofy Metaverse Ltd
No. 102, 1st Floor, No. A12, Xidian Memory Cultural and Creative Town
Gaobeidian Township, Chaoyang District, Beijing
People’s Republic of China, 100000
Re:Global Mofy Metaverse Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed March 7, 2023
File No. 333-268553
Dear Haogang Yang:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our February 28, 2023 letter.
Form F-1/A
Dilution, page 62
1.We note your table on page 65. Please explain why the total consideration received is
$11,112,228. In this respect, it appears that the total consideration received is
$22,112,228.
Consolidated Financial Statements
Note 12. Subsequent Events, page F-27
2.Please clarify your disclosures that state "All of the $1.5 million was at the end of
November 2022."
FirstName LastNameHaogang Yang
Comapany NameGlobal Mofy Metaverse Ltd
March 20, 2023 Page 2
FirstName LastName
Haogang Yang
Global Mofy Metaverse Ltd
March 20, 2023
Page 2
3.Please revise to disclose in this section that on February 10, 2023, the Company entered
into a share purchase agreement with Anguo Jijian Enterprise Management Co., Ltd
(“Anguo”), Anjiu Jiheng Enterprise Management Co., Ltd (“Anjiu”), and Anling
Management Co., Ltd (“Anling”), pursuant to which you issued 740,829, 740,829, and
444,497 ordinary shares of the Company, par value US$0.000002, to Anguo, Anjiu, and
Anling, respectively, for an aggregate issue price of $9.1 million (RMB65,000,000).
You may contact Morgan Youngwood, Senior Staff Accountant, at 202-551-3479 or
Stephen Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Marion Graham, Staff
Attorney, at 202-551-6521 or Larry Spirgel, Office Chief, at 202-551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Yarona L. Yieh