Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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GLOBAL MOFY AI LIMITED (Name of Issuer) |
Class A Ordinary Share, par value $0.00003 per share (Title of Class of Securities) |
G3937M114 (CUSIP Number) |
Haogang Yang No. 102, 1st Floor, No. A12, Gaobeidian Township, Chaoyang District Beijing, F4, 100000 86-10-64376636 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/15/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G3937M114 |
| 1 |
Name of reporting person
Haogang Yang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Mr. Haogang Yang, the chief executive officer and director of GLOBAL MOFY AI LIMITED , does not hold any Class A Ordinary Shares and Class B Ordinary Shares directly. Mr. Haogang Yang has the voting and dispositive power over James Yang Mofy Limited and New JOLENE&R L.P. and therefore beneficially owns (i) 2,777,195 Class B Ordinary Shares held by James Yang Mofy Limited, a company incorporated under the laws of the British Virgin Islands (BVI), and (ii) the 120,610 Class B Ordinary Shares held by New JOLENE&R L.P., a limited partnership formed under the laws of the BVI. Class B Shares are not convertible into Class A Shares or any other class of shares under any circumstances. Class A Shares are not convertible into Class B Shares or any other class of shares under any circumstances.
SCHEDULE 13D
|
| CUSIP No. | G3937M114 |
| 1 |
Name of reporting person
James Yang Mofy Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
James Yang Mofy Limited holds 2,777,195 Class B Ordinary Shares of the Issuer. Mr. Haogang Yang is the sole shareholder and director of James Yang Mofy Limited and has the voting and dispositive power over the 2,777,195 Class B Ordinary Shares held by James Yang Mofy Limited.
SCHEDULE 13D
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| CUSIP No. | G3937M114 |
| 1 |
Name of reporting person
New Jolene&R L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
New JOLENE&R L.P. holds 120,610 Class B Ordinary Shares of the Issuer. Mr. Yang holds 75% interest of New JOLENE&R L.P. and has the voting and dispositive power over the 120,610 Class B Ordinary Shares held by New JOLENE&R L.P.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Share, par value $0.00003 per share |
| (b) | Name of Issuer:
GLOBAL MOFY AI LIMITED |
| (c) | Address of Issuer's Principal Executive Offices:
No. 102, 1st Floor, No. A12, Gaobeidian Township, Chaoyang District, Beijing,
CHINA
, 100000. |
| Item 2. | Identity and Background |
| (a) | Haogang Yang James Yang Mofy Limited New Jolene&R L.P. |
| (b) | c/o Global Mofy AI Limited No. 102, 1st Floor, No. A12 Gaobeidian Township, Chaoyang District, Beijing People's Republic of China, 100000 |
| (c) | Haogang Yang is the chief executive officer and director of Global Mofy AI Limited with the principal business address of No. 102, 1st Floor, No. A12, Gaobeidian Township, Chaoyang District, Beijing, People's Republic of China, 100000. |
| (d) | No. |
| (e) | No. |
| (f) | Haogang Yang: People's Republic of China James Yang Mofy Limited: British Virgin Islands New Jolene&R L.P.: British Virgin Islands |
| Item 3. | Source and Amount of Funds or Other Consideration |
On August 15, 2024, the Issuer convened its annual general meeting of shareholders, during which the shareholders of the Issuer adopted resolutions approving all of the proposals considered at the meeting. As a result, (i) all of the issued and outstanding ordinary shares of US$0.000002 par value each in the capital of the Issuer were designated into Class A Ordinary Shares of US$0.000002 par value each, each having one (1) vote per share and the other rights attached to it as set out in the Second Amended and Restated Memorandum and Articles of Association on a one for one basis, (ii) 3,000,000,000 authorized but unissued ordinary shares were designated into 3,000,000,000 Class B Ordinary Shares of US$0.000002 par value each, each having 20 votes per share and the other rights attached to it as set out in the Second Amended and Restated Memorandum and Articles of Association on a one for one basis; and (iii) the remaining authorized but unissued ordinary shares were designated into Class A Ordinary Shares on a one for one basis. Concurrently, the shareholders approved the repurchase of 10,913,894 and 1,809,142 Class A Ordinary Shares registered in the names of James Yang Mofy Limited and New JOLENE&R L.P., respectively, and the issuance of 10,913,894 and 1,809,142 Class B Ordinary Shares to James Yang Mofy Limited and New JOLENE&R L.P., respectively. Mr. Haogang Yang, the Chief Executive Officer and Chairman of the Issuer, is the sole shareholder and director of James Yang Mofy Limited and holds 75% interest and has voting and dispositive control of New JOLENE&R L.P. On November 1, 2024, at the special meeting of shareholders, the shareholders of the Issuer adopted resolutions approving an increase of the Issuer's share capital and the Reverse Share Split in a ratio of one (1)-for-fifteen (15) of the Issuer's issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, as well as the number of authorized Class A Ordinary Shares and Class B Ordinary Shares. As a result, as of the date of this report, there are 2,083,031 Class A Ordinary Shares and 848,203 Class B Ordinary Shares issued and outstanding and the Issuer's authorized share capital is US$1,020,000 and is divided into: (a) 30,000,000,000 Class A Ordinary Shares of par value of US$0.00003 each, and (b) 4,000,000,000 Class B Ordinary Shares of par value of US$0.00003 each. As a result of the Reverse Share Split, James Yang Mofy Limited and New JOLENE&R L.P. hold 727,593 and 120,610 Class B Ordinary Shares, respectively. On April 24, 2025, the Issuer entered into an employment agreement (collectively, the "Employment Agreements") with Mr. Haogang Yang. For Mr. Yang's services during the fiscal year ended September 30, 2024, Mr. Yang received an aggregate of 2,049,602 Class B Ordinary Shares of the Issuer. On July 11, 2025, 2,049,602 Class B Ordinary Shares held by Mr. Haogang Yang were transferred to James Yang Mofy Limited. As a result, James Yang Mofy Limited currently holds a total of 2,777,195 Class B Ordinary Shares. Mr. Yang no longer holds any shares of the Issuer directly. | |
| Item 4. | Purpose of Transaction |
Haogang Yang does not have any present plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of this Item 4. However, as an officer, a director and a significant shareholder of the Issuer, Haogang Yang intends to actively participate in the Issuer's management, strategic direction, and corporate governance. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 0 and 0 |
| (b) | 0 |
| (c) | Haogang Yang has not engaged in any transaction in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (ss. 240.13d-101), whichever is less. |
| (d) | Not applicable. |
| (e) | August 15, 2024 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as set forth herein, the Reporting Person has no contracts, arrangements, understandings, or relationships with respect to the Global Mofy AI Limited's securities requiring disclosure under this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A - Joint Filing Agreement |
| 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.
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