SecProbe.io

CORRESP
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 GLOBAL MOFY AI LIMITED

 May 16, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, NE

 Washington, D.C., 20549

 Attn: Uwem Bassey

 Re:
 Global Mofy AI Limited

 Registration Statement on Form F-1

 File No. 333-287230

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Global Mofy AI Limited hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 4:30 p.m., Eastern Time, on May 20, 2025, or as soon thereafter as practicable.

 The Company understands that
the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the
fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the
securities specified in the Registration Statement.

 Very truly yours,

 Global Mofy AI Limited

 By:
 /s/ Haogang Yang

 Name:
 Haogang Yang

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

Haogang Yang
Chief Executive Officer
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

 Re: Global Mofy AI Limited
 Registration Statement on Form F-1
 Filed May 13, 2025
 File No. 333-287230
Dear Haogang Yang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alexandra Barone at 202-551-8816 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Mengyi Jason Ye, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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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

February 7, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C., 20549

    Re:
    GLOBAL MOFY AI LIMITED

    Registration Statement on Form F-3 (File No. 333-284554)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, GLOBAL MOFY AI LIMITED hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-3, so that such Registration Statement will become
effective at 4:30 p.m., Eastern Time, on February 11, 2025, or as soon thereafter as practicable.

    Very truly yours,

    GLOBAL MOFY AI LIMITED

    By:
    /s/ Haogang Yang

    Name:
    Haogang Yang

    Title:
    Chief Executive Officer and Director

February 6, 2025
Haogang Yang
Chief Executive Officer
Global Mofy AI 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 AI Ltd
Registration Statement on Form F-3
Filed January 28, 2025
File No. 333-284554
Dear Haogang Yang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kathleen Krebs at 202-551-3350 or Matthew Derby at 202-551-
3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Yuning “Grace” Bai, Esq.

CORRESP
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GLOBAL MOFY AI LIMITED

December 12, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C., 20549

Attn: Uwem Bassey

    Re:
    Global Mofy AI Limited

    Registration Statement on Form F-1

    File No. 333-283609

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Global Mofy AI Limited hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 4:30 p.m., Eastern Time, on December 16, 2024, or as soon thereafter as practicable.

The Company understands that
the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the
fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the
securities specified in the Registration Statement.

    Very truly yours,

    Global Mofy AI Limited

    By:
    /s/ Haogang Yang

    Name:
    Haogang Yang

    Title:
    Chief Executive Officer

December 11, 2024
Haogang Yang
Chief Executive Officer
Global Mofy AI Ltd
No. 102, 1st Floor, No. A12
Xidian Memory Cultural and Creative Town
Gaobeidian Township, Chaoyang District
Beijing, PRC 100000
Re:Global Mofy AI Ltd
Registration Statement on Form F-1
Filed December 4, 2024
File No. 333-283609
Dear Haogang Yang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Yuning "Grace" Bai

CORRESP
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Global Mofy Metaverse Limited

No. 102, 1st Floor, No. A12, Xidian
Memory Cultural and Creative Town

Gaobeidian Township, Chaoyang District, Beijing

People’s Republic of China

December 26, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C., 20549

Attn: Mr. Matthew Derby

    Re:
    Global Mofy Metaverse Limited

    Registration Statement on Form F-1 (File No. 333-276277)

    Request for Acceleration of Effectiveness

Dear Mr. Derby:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Global Mofy Metaverse Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1 be accelerated to and that the Registration Statement
become effective at 5:00 p.m., Eastern Time, on December 28, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Global Mofy Metaverse Limited

    By:
    /s/ Haogang Yang

    Name:
    Haogang Yang

    Title:
    Chief Executive Officer

CORRESP
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December 26, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Global Mofy Metaverse Limited

    Registration Statement on Form F-1

    File No. 333-276277

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), Prime Number Capital LLC and FT Global Capital, Inc. hereby
join the request of Global Mofy Metaverse Limited that the effective date of the above-referenced Registration Statement on Form F-1 be
declared effective at 5:00 p.m. (Washington, D.C. time) on December 28, 2023, or as soon thereafter as practicable, or at such other time
as the Company or its outside counsel, Ortoli Rosenstadt LLP, request by telephone that such Registration Statement be declared effective.

In connection with this acceleration
request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each placement agent or
dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as “e-red”
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirm that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

    Sincerely,

    Prime Number Capital LLC

    By:
    /s/ Xiaoyan Jiang

    Name:
    Xiaoyan Jiang

    Title:
    CEO & Chairwoman

    FT Global Capital Inc.

    By:
    /s/ Patrick Ko

    Name:
    Patrick Ko

    Title:
    President

United States securities and exchange commission logo
December 1, 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
Draft Registration Statement on Form F-1
Submitted November 27, 2023
CIK: 0001913749
Dear Haogang Yang:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Matthew Derby at 202-551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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Prime Number Capital LLC

12 E 49 St, Floor 27,

New York, NY 10017

VIA EDGAR

September 28, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Austin Pattan

    Re:
    Global Mofy Metaverse Limited

Registration Statement on Form F-1,
as amended

Initially Filed on November 23, 2022

File No. 333-268553

Dear Mr. Pattan:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Prime Number Capital LLC, as
the underwriter, hereby requests the acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective 4:00 p.m., Eastern Time, on September 28, 2023, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to
advise you that we have distributed as many copies of the Preliminary Prospectus dated September 27, 2023, to selected dealers, institutions
and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied or will
comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

PRIME NUMBER CAPITAL LLC

    By:
    /s/
Xiaoyan Jiang

    Name:
    Xiaoyan Jiang

    Title:
    Chairwoman

CORRESP
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Global Mofy Metaverse Limited

No. 102, 1st Floor, No. A12, Xidian
Memory Cultural and Creative Town

Gaobeidian Township, Chaoyang District, Beijing

People’s Republic of China

September 28, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C., 20549

Attn: Mr. Austin Pattan

    Re:
    Global Mofy Metaverse Limited

    Registration Statement on Form F-1, as amended (File No. 333-268553)

    Request for Acceleration of Effectiveness

Dear Mr. Pattan:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Global Mofy Metaverse Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that the Registration
Statement become effective at 4:00 p.m., Eastern Time, on September 28, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Global Mofy Metaverse Limited

    By:
    /s/ Haogang Yang

    Name:
    Haogang Yang

    Title:
    Chief Executive Officer

CORRESP
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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

August 14, 2023

Via Edgar Correspondence

Mr. Austin Pattan

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Global Mofy Metaverse Ltd.

    Amendment No. 5 to Registration Statement on Form F-1

    Filed June 28, 2023

    CIK No. 0001913749

    File No. 333-268553

Dear Mr. Pattan,

This letter is in response to the letter dated
July 10, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Global Mofy Metaverse Ltd. (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form
F-1 (the “Amendment No. 6 to the Registration Statement”) is being submitted to accompany this letter.

Amendment No. 5 to Registration Statement on
Form F-1 filed on June 28, 2023

Consolidated Financial Statements as of March
31, 2023 and September 30, 2022

Note 2. Summary of Significant Accounting Policies

(s) Significant risks and uncertainties

Concentration and credit risk, page F-43

1. Please clarify your disclosures that indicate
as of March 31, 2023 and September 30, 2022, cash balances in the PRC are $1,123,024 and $1,131,886, respectively. In this respect, we
note that as of March 31, 2023 and September 30, 2022, cash balances on your consolidated balance sheets are $8,181,251 and $1,136,064,
respectively. Tell us the amount of demand deposits placed with commercial banks for each period presented. Explain whether your demand
deposits have fixed terms and whether you can withdraw the demand deposits at any time or use it for settlement. In this regard, please
consider whether the demand deposits included in your cash balance qualify as cash equivalents. We refer you to ASC 230-10-45-6 and 50-1.
If so, please revise the cash caption and disclosures accordingly.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that the amount of demand deposits placed with commercial banks are $8,181,251
and $1,136,064 as of March 31, 2023 and September 30, 2022, respectively. The difference between cash balances in the PRC and the cash
balance on the consolidated balance sheets as of March 31, 2023 and September 30, 2022 represents time deposits at banks in Cayman Islands.
All of our demand deposits, including demand deposits in China and in Cayman Islands, have no fixed terms and we can withdraw the demand
deposits at any time or use it for settlement. In this regards, we consider the demand deposits placed with commercial banks inside and
outside of China qualify as cash in accordance with ASC 230-10-20.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

    Very truly yours,

    /s/ Haogang Yang

    Name:
    Haogang Yang

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
July 10, 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. 5 to Registration Statement on Form F-1
Filed June 28, 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 May 15, 2023 letter.
Amendment No. 5 to Registration Statement on Form F-1
Consolidated Financial Statements as of March 31, 2023 and September 30, 2022
Not3e 2. Summary of Significant Accounting Policies
(s) Significant risks and uncertainties
Concentration and credit risk, page F-43
1.Please clarify your disclosures that indicate as of March 31, 2023 and September 30,
2022, cash balances in the PRC are $1,123,024 and $1,131,886, respectively.  In this
respect, we note that as of March 31, 2023 and September 30, 2022, cash balances on your
consolidated balance sheets are $8,181,251 and $1,136,064, respectively.  Tell us the
amount of demand deposits placed with commercial banks for each period presented.

 FirstName LastNameHaogang Yang
 Comapany NameGlobal Mofy Metaverse Ltd
 July 10, 2023 Page 2
 FirstName LastName
Haogang Yang
Global Mofy Metaverse Ltd
July 10, 2023
Page 2
Explain whether your demand deposits have fixed terms and whether you can withdraw
the demand deposits at any time or use it for settlement.  In this regard, please consider
whether the demand deposits included in your cash balance qualify as cash equivalents.
We refer you to ASC 230-10-45-6 and 50-1.  If so, please revise the cash caption and
disclosures accordingly.
            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 Austin Pattan, Staff
Attorney, at (202) 551-6756 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

CORRESP
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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

June
28, 2023

Via
Edgar Correspondence

Mr.
Austin Pattan

Division
of Corporation Finance

Office
of Technology

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Global
                                            Mofy Metaverse Ltd.

    Amendment
    No. 4 to Registration Statement on Form F-1

    Filed
    May 5, 2023

    CIK
    No. 0001913749

    File
    No. 333-268553

Dear
Mr. Pattan,

This
letter is in response to the letter dated May 15, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Global Mofy Metaverse Ltd. (the “Company”, “we”, and “our”). For
ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration
statement on Form F-1 (the “Amendment No. 5 to the Registration Statement”) is being submitted to accompany this letter.

Amendment
No. 4 to Registration Statement on Form F-1 filed on May 5, 2023

Cover
Page

1.
Please disclose whether you have complied with your filing obligations under the trial measures as of the date of this prospectus.

RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have revised our disclosure on the
cover page in the Amendment No. 5 to the Registration Statement regarding the trial measures issue.

We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason”
Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or jye@orllp.legal.

    Very
    truly yours,

    /s/
    Haogang Yang

    Name:
    Haogang
    Yang

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
May 15, 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. 4 to Registration Statement on Form F-1
Filed May 5, 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.
Amendment No. 4 to Registration Statement on Form F-1 filed May 5, 2023
Cover Page
1.Please disclose whether you have complied with your filing obligations under the trial
measures as of the date of this prospectus.
            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 Austin Pattan, Staff
Attorney, at (202) 551-6756 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.

 FirstName LastNameHaogang Yang
 Comapany NameGlobal Mofy Metaverse Ltd
 May 15, 2023 Page 2
 FirstName LastName
Haogang Yang
Global Mofy Metaverse Ltd
May 15, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yarona L. Yieh

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Global Mofy Metaverse Limited

No. 102, 1st Floor, No. A12, Xidian
Memory Cultural and Creative Town

Gaobeidian Township, Chaoyang District, Beijing

People’s Republic of China

March 31, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C., 20549

Attn: Ms. Marion Graham

    Re:
    Global Mofy Metaverse Limited

Withdrawal of Acceleration Request - Registration Statement on Form F-1 (File No. 333-268553)

Dear Ms. Graham:

Reference is made to
our letter, filed as correspondence via EDGAR on March 30, 2023, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for Friday, March 31, 2023, at 5:30 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of
1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally
withdraw our request for acceleration of the effective date.

    Sincerely yours,

    Global Mofy Metaverse Limited

    By:
    /s/ Haogang Yang

    Name:
     Haogang Yang

    Title:
    Chief Executive Officer

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Maxim Group LLC

300 Park Avenue, 16th Floor

New York, NY 10022

March 31, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Marion Graham

    Re:
    Global Mofy Metaverse Limited

    Withdrawal of Acceleration Request - Registration Statement on Form F-1 (File
    No. 333-268553)

Dear Ms. Graham:

On March 29, 2023, we,
as the representative of the underwriters, filed a letter with the Securities and Exchange Commission via EDGAR requesting, pursuant to
Rule 461 under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-referenced Registration Statement so
that it may be declared effective at 5:30 p.m., Eastern Time, on March 31, 2023, or as soon thereafter as practicable. We are no longer
requesting that such Registration Statement be declared effective at this specific date and time and we hereby formally withdraw such
request for acceleration.

Very truly yours,

MAXIM GROUP LLC

    By:
    /s/ Clifford Teller

    Name:
    Clifford Teller

    Title:
    Co-President

CORRESP
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Global Mofy Metaverse Limited

No. 102, 1st Floor, No. A12, Xidian
Memory Cultural and Creative Town

Gaobeidian Township, Chaoyang District, Beijing

People’s Republic of China

March 30, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C., 20549

Attn: Ms. Marion Graham

    Re:
    Global Mofy Metaverse Limited

    Registration Statement on Form F-1, as amended (File No. 333-268553)

    Request for Acceleration of Effectiveness

Dear Ms. Graham:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Global Mofy Metaverse Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that the Registration
Statement become effective at 5:30 p.m., Eastern Time, on March 31, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Global Mofy Metaverse Limited

    By:
    /s/ Haogang Yang

    Name:
    Haogang Yang

    Title:
    Chief Executive Officer

CORRESP
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Maxim Group LLC

300 Park Avenue, 16th Floor

New York, NY 10022

VIA EDGAR

March 30, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Marion Graham

 Re: Global Mofy Metaverse Limited

Registration
Statement on Form F-1, as amended

Initially
Filed on November 23, 2022

File
No. 333-268553

Dear Ms. Graham:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as the underwriter,
hereby requests the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective
5:30 p.m., Eastern Time, on March 31, 2023, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to
advise you that we have distributed as many copies of the Preliminary Prospectus dated March 22, 2023, to selected dealers, institutions
and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied or will
comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

MAXIM GROUP LLC

    By:
    /s/ Clifford Teller

    Name:
    Clifford Teller

    Title:
     Co-President

CORRESP
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Maxim Group LLC

300 Park Avenue, 16th Floor

New York, NY 10022

VIA EDGAR

March 29, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Marion Graham

 Re: Global Mofy Metaverse Limited

Registration
Statement on Form F-1, as amended

Initially
Filed on November 23, 2022

File
No. 333-268553

Dear Ms. Graham:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as the underwriter,
hereby requests the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective
4:30 p.m., Eastern Time, on March 30, 2023, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to
advise you that we have distributed as many copies of the Preliminary Prospectus dated March 22, 2023, to selected dealers, institutions
and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied or will
comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

MAXIM GROUP LLC

    By:
    /s/ Clifford Teller

    Name:
    Clifford Teller

    Title:
     Co-President

CORRESP
1
filename1.htm

Global Mofy Metaverse Limited

No. 102, 1st Floor, No. A12, Xidian
Memory Cultural and Creative Town

Gaobeidian Township, Chaoyang District, Beijing

People’s Republic of China

March 29, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C., 20549

Attn: Ms. Marion Graham

    Re:
    Global Mofy Metaverse Limited

    Registration Statement on Form F-1, as amended (File No. 333-268553)

    Request for Acceleration of Effectiveness

Dear Ms. Graham:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Global Mofy Metaverse Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that the Registration
Statement become effective at 4:30 p.m., Eastern Time, on March 30, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Global Mofy Metaverse Limited

    By:
    /s/ Haogang Yang

    Name:
    Haogang Yang

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

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

March 22, 2023

Via Edgar Correspondence

Ms. Marion Graham

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Global Mofy Metaverse Ltd.

    Amendment No. 2 to Registration Statement on Form F-1

    Filed March 7, 2022

    CIK No. 0001913749

    File No. 333-268553

Dear Ms. Graham,

This letter is in response to the letter dated
March 20, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Global Mofy Metaverse Ltd. (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form
F-1 (the “Amendment No. 3 to the Registration Statement”) is being submitted to accompany this letter.

Amendment No. 2 to Registration Statement on
Form F-1 filed on March 7, 2023

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.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have updated the total consideration received on page 65 to $22,088,828,
which is the total of $16,088,828 received from our existing shareholders, including proceeds received in connection with our issuance
of 2,308,118 ordinary shares issued to four investors subsequent to September 30, 2022 through private placements.

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.”

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we made an update to this statement on page F-27 to clarify our disclosure.

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).

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we added a new note 13 to disclose these subsequent events.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

    Very truly yours,

    /s/ Haogang Yang

    Name:
    Haogang Yang

    Title:
    Chief Executive Officer

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

CORRESP
1
filename1.htm

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

February 7, 2023

Via Edgar Correspondence

Mr. Austin Pattan

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Global Mofy Metaverse Ltd.

    Registration Statement on Form F-1

    Filed November 23, 2022

    CIK No. 0001913749

    File No. 333-268553

Dear Mr. Pattan,

This letter is in response to the letter dated
December 7, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Global Mofy Metaverse Ltd. (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration statement on Form
F-1 (the “Amendment No. 1 to the Registration Statement”) is being submitted to accompany this letter.

Registration Statement on Form F-1 filed on
November 23, 2022

General

1. It appears that the last year of audited
financial statements will be older than 12 months at the time of the offering. Furthermore, it appears this is the initial public offering
of your shares. Accordingly, please update the last year of audited financial statements. Refer to Item 8.A.4 of Form 20-F and the corresponding
instructions, which indicate that audited financial statements should generally not be older than 12 months at the time of filing but
also indicate audited financial statements not older than 15 months may be permitted if a company is able to represent the following:

 ● The
company is not required to comply with the 12 month requirement for the age of financial statements in any other jurisdiction outside
the United States; and

 ● Complying
with the 12 month requirement is impracticable or involves undue hardship.

If you meet the above criteria, please provide
a representation from management that says you meet the criteria and file that representation as an exhibit to your registration statement.
If you do not meet the criteria, please provide updated audited financial statements and related disclosures.

RESPONSE: We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have provided updated audited financial statements and related disclosures
in the Amendment No. 1 to the Registration Statement.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or jye@orllp.legal.

    Very truly yours,

    /s/ Haogang Yang

    Name:
    Haogang Yang

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
December 7, 2022
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
Registration Statement on Form F-1
Filed November 23, 2022
File No. 333-268553
Dear Haogang Yang:
            We have reviewed your 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.
Form F-1 filed on November 23, 2022
General
1.It appears that the last year of audited financial statements will be older than 12 months at
the time of the offering.  Furthermore, it appears this is the initial public offering of your
shares.  Accordingly, please update the last year of audited financial statements.  Refer to
Item 8.A.4 of Form 20-F and the corresponding instructions, which indicate that audited
financial statements should generally not be older than 12 months at the time of filing but
also indicate audited financial statements not older than 15 months may be permitted if a
company is able to represent the following:

·   The company is not required to comply with the 12 month requirement for the age of

 FirstName LastNameHaogang Yang
 Comapany NameGlobal Mofy Metaverse Ltd
 December 7, 2022 Page 2
 FirstName LastName
Haogang Yang
Global Mofy Metaverse Ltd
December 7, 2022
Page 2
financial statements in any other jurisdiction outside the United States; and
·   Complying with the 12 month requirement is impracticable or involves undue hardship.

If you meet the above criteria, please provide a representation from management that says
you meet the criteria and file that representation as an exhibit to your registration
statement.  If you do not meet the criteria, please provide updated audited financial
statements and related disclosures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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 Austin Pattan, Staff
Attorney, at (202) 551-6756 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yarona L. Yieh

United States securities and exchange commission logo
August 5, 2022
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 Draft Registration Statement on Form F-1
Submitted July 8, 2022
CIK No. 0001913749
Dear Mr. Yang:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Our reference to prior comments is to comments in our June 3, 2022 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Overview, page 1
1.We note your response to prior comment 5 stating that Mr. Ren "will not register his
shares under Circular 37 and thus will not become complaint to Circular 37."  Please
revise your disclosure to reflect that Mr. Ren has not and "will not" complete the Circular
37 Registration.  Additionally, given this representation, revise your assertion that you
cannot assure investors that each of the PRC resident beneficial owners will complete the
registration process to more accurately reflect these circumstances.  Finally, address the
likelihood of the PRC authorities imposing restrictions based upon the failure to complete
the Circular 37 Registration.

 FirstName LastNameHaogang Yang
 Comapany NameGlobal Mofy Metaverse Ltd
 August 5, 2022 Page 2
 FirstName LastName
Haogang Yang
Global Mofy Metaverse Ltd
August 5, 2022
Page 2
Our Corporate History and Structure
The Restructure, page 5
2.With a view to providing context for investors, please discuss the impetus for first
utilizing the VIE structure and then dissolving the VIE structure.
3.We note your reference to the uncertainty associated with your establishment of Global
Mofy WFOE and the acquisition of Global Mofy China by Global Mofy WFOE.  Revise
to discuss in more detail the possibility that this restructuring could be subject to the M&A
Rules and/or certain approvals from CSRC or MOFCOM.  Address the impact to the
Company and its subsidiaries if the PRC authorities interpret or apply the M&A Rules in a
manner adverse to the Company's interests.  Additionally, discuss the nature of the
uncertainty with more specificity and provide corresponding risk factor disclosure.
Transfers of Cash to and from Our Subsidiaries, page 9
4.We note that Global Mofy Cayman relies on dividends paid by its subsidiaries for its
working capital and cash needs.  Your disclosure indicates that Global Mofy Cayman’s
PRC subsidiaries are unlikely to be able to pay such dividends given the PRC regulatory
restrictions.  Revise to disclose how Global Mofy Cayman will fund its activities in the
absence of dividends from the PRC subsidiaries.
            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 Austin Pattan, Staff
Attorney, at (202) 551-6756 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yarona L. Yieh

United States securities and exchange commission logo
June 3, 2022
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. 1 to Draft Registration Statement on Form F-1
Submitted May 2, 2022
CIK No. 0001913749
Dear Mr. Yang:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  References to our prior comments refer to our letter dated April 8, 2022.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Cover Page, page i
1.Refer to prior comment 2.  Your disclosure should address how recent statements and
regulatory actions by China’s government, such as those related to the use of variable
interest entities and data security or anti-monopoly concerns, have or may impact the
company’s ability to conduct its business, accept foreign investments, or list on a U.S. or
other foreign exchange. Notwithstanding management's view that certain regulatory
actions may not apply to the company, you should include a fulsome discussion of the
recent statements and regulatory actions by China's government.  Please revise to
discuss these recent statements and actions on your cover page and in the disclosure

 FirstName LastNameHaogang Yang
 Comapany NameGlobal Mofy Metaverse Ltd
 June 3, 2022 Page 2
 FirstName LastNameHaogang Yang
Global Mofy Metaverse Ltd
June 3, 2022
Page 2
beginning on page 26.  Address the potential implications if these statements or actions
could apply to the company's business, and then clarify why you believe they do not
apply, noting the risk and consequences should you be incorrect.
2.On your cover page you refer to your indirect ownership of your WFOE and VIE
Agreements.  Please clarify whether you are referring to Global Mofy WFOE, as WFOE
itself is not a defined term on the cover page.  Further, please remove statements
referencing or implying "ownership" of the VIE or regarding the VIE Agreements, as the
VIE Agreements confer contractual rights and obligations, but no equity stake, indirect or
otherwise, to the VIE and the VIE's subsidiaries.  Please also clarify that the VIE and the
VIE's subsidiaries are not "[y]our operating entities," on pages 5 and 80, since you do not
have any equity stake in them.  We also note a reference to "our operating entity" on page
30.  Please clarify what entity you are referring to on page 30 and if it is the VIE, please
refrain from implying ownership with the use of the possessive "our."
Overview, page 1
3.Please clarify if the Frost and Sullivan report describing your market leadership was
commissioned by you or on your behalf.
4.We note your response to prior comment 10 regarding the permissions that may be
required by various PRC regulatory entities to operate your business in China and offer
your securities to foreign investors.  You reference a "business license" issued by the
Market Supervision and Administration to conduct specific conduct in a geographic
region, but also refer to multiple business and operating licenses being received on pages
14, 25 and F-10.  Please identify each of these business and operating licenses, the
government entity that issued each of them, the scope of the specific conduct they allow,
and their respective geographic regions.
5.We note your response to prior comment 7 regarding the non-compliance with registration
under Circular 37 by your shareholder Zhenquan Ren.  Please clarify whether you believe
Mr. Ren will register his shares under Circular 37 prior to your IPO and describe the steps
you have taken to ensure his registration will be forthcoming and timely.  If Mr. Ren does
not become compliant, please clarify the size and the scope of the restriction to your
ability to make foreign exchange transactions such as receiving additional capital and to
repatriate profits and dividends from your PRC operations.
Selected Condensed Consolidating Financial Schedules, page 17
6.We note your response to prior comment 13.  Please add prominent disclosures at the
beginning of this section to explain that the schedules below do not include any Parent
investment or share of income/(loss) from VIE and VIE’s Subsidiaries since
the commencement of the contractual arrangements with the VIEs did not begin until
January 5, 2022.  Please also add this disclosure at the beginning of footnote 12 in your
consolidated financial statements.

 FirstName LastNameHaogang Yang
 Comapany NameGlobal Mofy Metaverse Ltd
 June 3, 2022 Page 3
 FirstName LastName
Haogang Yang
Global Mofy Metaverse Ltd
June 3, 2022
Page 3
7.We note your response to prior comment 14. Please revise your presentation of
Consolidated Statements of Operations Information; Consolidated Balance Sheets
Information and; Consolidated Cash Flows Information.  In this respect, revise your
applicable disclosures to Consolidating Statements of Operations
Information; Consolidating Balance Sheets Information and; Consolidating Cash Flows
Information.
The Chinese government exerts substantial influence over the manner in which we must conduct
our business activities, page 26
8.Please expand this risk factor to address how CAC oversight may impact your business
and operations if the company becomes subject to CAC oversight and annual review.
Further clarify what the restrictions on your operations and offerings of securities may
entail should you be unable to comply with such rules.
Risk Factors
We may fail to protect our intellectual properties, page 50
9.We note your response to prior comment 21 regarding the intellectual property rights
of your 3D digital assets.  Please revise this risk factor and your summary section to
clarify that none of the 7,000 3D digital assets in your library that are currently available
for licensing have registered copyrights under PRC or any international authority.  Discus
how the lack of copyright protection may impact your ability to generate licensing fees or
protect your intellectual property from unauthorized use or piracy.  Further, clarify that
you intend to use offering proceeds to register your copyrights and provide the estimated
cost to register all of your existing copyrights for 3D digital assets and images.
Our Products and Services, page 88
10.We note your response to prior comment 19 regarding your scanners and how they are
used in your business.  Please clarify whether selling hardware, such as the scanners, is a
material part of your business, including with respect to generating revenue.  Please
clarify whether scanners are solely within the possession of your employees and
contractors or if they are sold or given to your customers as part of any of your business
lines.
11.With respect to prior comment 20, it is still unclear what portion of your digital marketing
revenues is based primarily on advertising placement and distribution activities as rather
than the production of such advertising.  Please explain why you are unable to separate
these amounts.  If you primarily generate digital marketing revenue by reselling
advertising on other advertising platforms on behalf of your clients and do not separately
charge your customers to produce advertisements, so state, and clarify how much of your
cost of revenues related to digital marketing revenues is tied to advertising production
expenses.

 FirstName LastNameHaogang Yang
 Comapany NameGlobal Mofy Metaverse Ltd
 June 3, 2022 Page 4
 FirstName LastName
Haogang Yang
Global Mofy Metaverse Ltd
June 3, 2022
Page 4
Foreign Private Issuer Exemption, page 108
12.We note your disclosure with respect to prior comment 22 regarding the application of the
foreign private issuer exemption to your corporate governance.  With respect to the
Nasdaq listing requirements regarding actions requiring a shareholder vote, please clarify
each material action requiring such a vote for domestic companies that are not required for
foreign private issuers.  Separately list each action for which you will voluntarily seek
shareholder approval.  Further, with respect to your nominating and corporate governance
committees, please clarify whether such committees will consist solely of independent
directors required under Nasdaq rules or if you intend to voluntarily meet this standard.
Related Party Transactions, page 110
13.We note your response to prior comment 24 stating that you have received all of your
spousal consents.  Please revise to describe your spousal consents, identify the spouses
and the respective officers or directors, and file the consents as exhibits.
Consolidated Financial Statements (i) Revenue Recognition
Note. 2 Summary of Significant Accounting Policies
(i) Revenue Recognition, page F-14
14.We note your responses to prior comments 27 and 28.  Please help us better understand
why you are the principal in these arrangements and control the specified services at any
time before it is transferred to the customers. In this respect, explain in greater detail
your latitude in selecting third party advertising distributors for promotion and
establishing price. Describe the inventory risk you face during the promotion stage by
engaging third-party advertising distributors to provide the promotion services on behalf
of the Company.  We refer you to ASC606-10-55-36 through 55-40.
            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
Edwin Kim, Staff Attorney, at (202) 551-3297 or Joshua Shainess, Legal Branch Chief, at (202)
551-7951 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yarona L. Yieh

United States securities and exchange commission logo
April 8, 2022
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
Draft Registration Statement on Form F-1
Submitted March 4, 2022
CIK No. 0001913749
Dear Mr. Yang:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Cover Page, page 1
1.Please disclose prominently on the prospectus cover page whether the VIE structure is
used to provide investors with exposure to foreign investment in China-based companies
where Chinese law prohibits direct foreign investment in the operating companies.
2.Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security
or anti-monopoly concerns, have or may impact the company’s ability to conduct its
business, accept foreign investments, or list on a U.S. or other foreign exchange.

 FirstName LastNameHaogang Yang
 Comapany NameGlobal Mofy Metaverse Ltd
 April 8, 2022 Page 2
 FirstName LastName
Haogang Yang
Global Mofy Metaverse Ltd
April 8, 2022
Page 2
3.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. For example, disclose, if true, that your subsidiaries
and/or the VIE conduct operations in China, that the VIE is consolidated for accounting
purposes but is not an entity in which you own equity, and that the holding company does
not conduct operations. Disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.
4.With respect to your description of how cash is transferred through your organization,
provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.
Prospectus Summary
Overview, page 2
5.Please clarify the basis for your belief that you are one of the leading digital asset banks
in China.  If this assertion is based on the size of the bank and/or you have the largest
digital asset bank for 3D objects, please clarify and identify the sources for any ranking.
6.Where you refer to the terms "digital asset bank" and "digital assets" please clarify
whether you are referring only to 3D objects and items that can be licensed or sold for use
in virtual environment or to a broader scope of items.
7.Please identify the PRC resident referenced on page 6 that has not completed the Circular
37 Registration, specify the number of shares this individual owns, and clarify the impact
of failing to complete the registration prior to the close of the IPO.
8.We note your disclosure that the Cayman Islands holding company controls and receives
the economic benefits of the VIE’s business operations through contractual agreements
between the VIE and your Wholly Foreign-Owned Enterprise (WFOE) and that those
agreements are designed to provide your WFOE with the power, rights, and obligations
equivalent in all material respects to those it would possess as the principal equity holder
of the VIE. We also note your disclosure that the Cayman Islands holding company is the
primary beneficiary of the VIE. However, neither the investors in the holding company
nor the holding company itself have an equity ownership in, direct foreign investment in,
or control of, through such ownership or investment, the VIE. Accordingly, please refrain
from implying that the contractual agreements are equivalent to equity ownership in the
business of the VIE. Any references to control or benefits that accrue to you because of
the VIE should be limited to a clear description of the conditions you have satisfied for
consolidation of the VIE under U.S. GAAP. Additionally, your disclosure should clarify
that you are the primary beneficiary of the VIE for accounting purposes. Please also
disclose, if true, that the VIE agreements have not been tested in a court of law.

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 Comapany NameGlobal Mofy Metaverse Ltd
 April 8, 2022 Page 3
 FirstName LastName
Haogang Yang
Global Mofy Metaverse Ltd
April 8, 2022
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9.In your summary of risk factors, disclose with more specificity the risks that your
corporate structure and being based in or having the majority of the company’s operations
in China poses to investors.  In particular, describe the significant regulatory, liquidity,
and enforcement risks with cross-references to the more detailed discussion of these risks
in the prospectus. For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may
exert more control over offerings conducted overseas and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the value
of the securities you are registering for sale.  Acknowledge any risks that any actions by
the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.
10.Disclose each permission or approval that you, your subsidiaries, or the VIEs are required
to obtain from Chinese authorities to operate your business and to offer the securities
being registered to foreign investors.  Specifically, identify each of the permissions you
have obtained, as referenced in the first sentence on page 14.  State whether you, your
subsidiaries, or VIEs are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency that is required to approve the VIE’s operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied.  Please also describe the
consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
11.Describe any restrictions on foreign exchange and your ability to transfer cash between
entities, across borders, and to U.S. investors. Describe any restrictions and limitations on
your ability to distribute earnings from the company, including your subsidiaries and/or
the consolidated VIEs, to the parent company and U.S. investors as well as the ability to
settle amounts owed under the VIE agreements.
12.Revise the diagram of the company’s corporate structure so that it is larger and more
legible.  Describe all contracts and arrangements through which you claim to have
economic rights and exercise control that results in consolidation of the VIE’s operations
and financial results into your financial statements.  Identify clearly the entity in which
investors are purchasing their interest and the entity(ies) in which the company’s
operations are conducted.  Additionally, revise to more clearly distinguish between the
relevant contractual agreements between the entities and direct ownership.  Disclose the

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 Comapany NameGlobal Mofy Metaverse Ltd
 April 8, 2022 Page 4
 FirstName LastName
Haogang Yang
Global Mofy Metaverse Ltd
April 8, 2022
Page 4
uncertainties regarding the status of the rights of the Cayman Islands holding company
with respect to its contractual arrangements with the VIE, its founders and owners, and the
challenges the company may face enforcing these contractual agreements due to legal
uncertainties and jurisdictional limits.
Selected Condensed Consolidated Financial Schedules, page 17
13.We note that Global Mofy HK was incorporated on October 21, 2021 as the wholly-
owned subsidiary of Global Cayman and is currently not engaging in any active business
and merely acting as a holding company.  We also note that Global Mofy WFOE was
incorporated on December 9, 2021 and "In preparation for listing in a stock market of the
United States of America, the Company underwent a reorganization through entering into
various contractual arrangements (the “Contractual Arrangements”), which, effective from
January 05, 2022, between Global Mofy WFOE, Global Mofy China and their respective
equity holders".  Please revise your schedules and roll-forward table to include zeros for
the Parent’s “Share of income/(loss) from VIE and VIE’s Subsidiaries” and Parent’s
“Equity in VIE and VIE’s Subsidiaries through VIE agreements” and remove the
elimination adjustments since Global Mofy China was not a VIE as of September 30,
2021.  The VIE inception date appears to be January 5, 2022.  In this respect, the Parent
should not show any investment or share of income/(loss) from VIE and VIE’s
Subsidiaries until commencement of the contractual arrangements with the VIEs.  Please
add footnote disclosures to explain why the schedules do not include any Parent
investment or share of income/(loss) from VIE and VIE’s Subsidiaries.
14.We note your presentation of Selected Condensed Consolidated Financial
Schedules.  Please revise your applicable disclosures to “Selected Condensed
Consolidating Financial Schedules” instead of “Selected Condensed Consolidated
Financial Schedules.”
The Offering, page 19
15.On page 20 you refer to your lock-up agreement applying to your officers, directors, and
5% or more beneficial shareholders.  However, on pages 56 and 132 you reference that all
of your existing shareholders are subject to the lock-up agreement.  Please clarify.
Risk Factors, page 21
16.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.

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 Comapany NameGlobal Mofy Metaverse Ltd
 April 8, 2022 Page 5
 FirstName LastName
Haogang Yang
Global Mofy Metaverse Ltd
April 8, 2022
Page 5
Management's Discussion and Analysis of Our Financial Condition and Results of Operations
Results of Operations
Results of Operations, page 67
17.We note that the digital marketing revenues are recognized over the service period of the
purchase order, which is based on specific action (i.e. cost per mile “CPM” or cost per
action “CPA”) for online display.  Please tell us your consideration of disclosing the
number of clicks or views and the CPM or CPA for each period presented. Price and
volume disclosures such as the number of clicks or views and cost per CPM or CPA
including an analysis of any trends or uncertainties appears to be important information
necessary to understanding your result of operations. We refer you to Item 5A. of the
Instructions to Form 20-F and Section III.B of SEC Release 33-8350.
Our Products and Services, page 84
18.Provide a more thorough description of who your suppliers are and what they are
supplying.  Additionally, given that your business is substantially dependent on your
collaboration with your suppliers, disclose the material terms of your agreements with
your three largest suppliers and file the agreements as exhibits to your registration
statement.
19.Clarify to what extent your Virtual Technology Service and Mofy Lab depend on the sales
or lease of hardware such as scanners.
20.With respect to your Digital Marketing Services, please clarify how your services
are differentiated from other digital marketing providers.  For example, clarify if your
services focus only on 3D-related or Metaverse-related digital marketing services.
Further, clarify how your "content planning, technical services and content production
assistance" for advertisers differs from your Digital Technology Service, and quantify the
portion of your Digital Marketing Services and revenue that derives
from advertising placement.
Intellectual Property, page 88
21.On pages 47 and 88 you state that the "main line of business of Global Mofy China will be
the digital asset development and others in the future."  Describe what is meant by "others
in the future."  Additionally, clarify whether you consider the 7,000 3D digital assets as
intellectual property, and if so, describe the corresponding ownership structure (i.e.
whether you or if your clients created them through the conversion process of real-world
objects).  If applicable, clarify whether the digital assets are protected under PRC-based or
international intellectual property laws or copyrights.
Foreign Private Issuer Exemption, page 104
22.We note your intention to comply with the Nasdaq corporate governance rules applicable
to foreign private issuers, which permit you to follow certain corporate governance rules

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Global Mofy Metaverse Ltd
April 8, 2022
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that conform to the Cayman Islands requirements in lieu of many of the Nasdaq corporate
governance rules applicable to U.S. companies.  Specify each Nasdaq corporate
governance requirement applicable to U.S. companies that you will not follow and explain
how each differs from the Cayman Islands requirements.
Related Party Transactions, page 107
23.We note the discussion of certain debt agreements that involve personal guarantees by
related parties on pages F-23, F-24, and F-27.  Revise to include related party disclosure
of these agreements, or advise as to why such disclosure is not required.
24.Please advise us whether any of your VIE contractual arrangements have or
require corresponding spousal consents of the shareholders of the VIE.
Directors, page 112
25.We note that you are not obligated to hold annual general meetings and that your directors
are originally appointed for one year until the next annual meeting, if held.  Please clarify
whether your directors may remain in service without an election for longer than one year,
and/or indefinitely if no annual meetings are held.  Please clarify in your prospectus
summary, page 102, and the risk factors section if it is possible that public investors may
be unable to vote for directors if no annual general meetings are ever held.
Consolidate