Form SC 13G - Statement of acquisition of beneficial ownership by individuals
15 2월 2024 - 7:21AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Global
Mofy Metaverse Limited |
(Name
of Issuer) |
|
Ordinary
Shares |
(Title
of Class of Securities) |
|
G3937M106 |
(CUSIP
Number) |
|
December
31, 2023 |
(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) |
* | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page. |
The
information required in 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
13G
1 |
Names
of Reporting Persons
Haogang Yang |
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
PRC |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5 |
Sole
Voting Power
0 |
6 |
Shared
Voting Power
12,723,036 Ordinary Shares (1) |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
12,723,036
Ordinary Shares (1) |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
12,723,036 Ordinary Shares (1) |
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)
44.57%(2) |
12 |
Type
of Reporting Person (See Instructions)
IN |
(1) |
Mr.
Haogang Yang has the voting and dispositive power over and therefore beneficially owns (i) 10,913,894 Ordinary Shares held by James
Yang Mofy Limited, a company incorporated under the laws of the British
Virgin Islands (BVI), and (ii) the 1,809,142 Ordinary Shares held by New JOLENE&R L.P.,
a limited partnership formed under the laws of the BVI. |
(2) |
Based
on 28,545,468 Ordinary Shares of Global Mofy Metaverse Limited as of January 31, 2024. |
SCHEDULE
13G
1 |
Names
of Reporting Persons
James
Yang Mofy Limited |
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
British
Virgin Islands |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
10,913,894 Ordinary Shares (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
10,913,894 Ordinary Shares (1) |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,913,894
Ordinary Shares (1) |
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)
38.23%
(2) |
12 |
Type
of Reporting Person (See Instructions)
CO |
(1) |
James
Yang Mofy Limited holds 10,913,894 Ordinary Shares of the Issuer. Mr.
Haogang Yang has the voting and dispositive power over the 10,913,894 Ordinary Shares held by James Yang Mofy Limited. |
(2) |
Based
on 28,545,468 Ordinary Shares of Global Mofy Metaverse Limited as of January 31, 2024. |
SCHEDULE
13G
1 |
Names
of Reporting Persons
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 |
Citizenship
or Place of Organization
British
Virgin Islands |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5 |
Sole
Voting Power
0 |
6 |
Shared
Voting Power
1,809,142 Ordinary Shares (1) |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
1,809,142
Ordinary Shares (1) |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,809,142
Ordinary Shares (1) |
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)
6.34%(2) |
12 |
Type
of Reporting Person (See Instructions)
CO |
(1) |
New
JOLENE&R L.P. holds 1,809,142 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 1,809,142
ordinary shares held by New JOLENE&R L.P. |
(2) |
Based
on 28,545,468 Ordinary Shares of Global Mofy Metaverse Limited as of January 31, 2024. |
Item 1.
(a) |
Name
of Issuer: Global Mofy Metaverse Limited |
(b) |
Address
of Issuer’s Principal Executive Offices:
c/o
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, 100000 |
Item 2.
(a) |
Name
of Person Filing:
Haogang
Yang
James
Yang Mofy Limited
New
Jolene&R L.P. |
(b) |
Address
of Principal Business Office or, if None, Residence:
c/o
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, 100000 |
(c) |
Citizenship:
Haogang
Yang: PRC
James
Yang Mofy Limited: British Virgin Islands
New
Jolene&R L.P.: British Virgin Islands |
(d) |
Title
and Class of Securities:
Ordinary
shares, par value $0.000002 per share |
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; |
|
|
|
|
|
(b) |
☐ |
Bank as defined in Section 3(a)(6) of the Act; |
|
|
|
|
|
(c) |
☐ |
Insurance company as defined in Section 3(a)(19) of
the Act; |
|
|
|
|
|
(d) |
☐ |
Investment company registered under Section 8 of the
Investment Company Act of 1940; |
|
|
|
|
|
(e) |
☐ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
☐ |
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☐ |
A parent holding company or control person in accordance
with Rule 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; |
|
|
|
|
|
(j) |
☐ |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
|
|
|
|
|
(k) |
☐ |
Group, in accordance with
Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the
type of institution: ____________ |
Item 4. Ownership
The
percentages of ownership set forth below are based on 28,545,468 Ordinary Shares of Global Mofy Metaverse Limited outstanding as of January
31, 2024.
| |
| |
Name | |
Ordinary
Shares | |
(a) | |
Amount Beneficially
Owned | |
Haogang Yang(1) | |
| 12,723,036 | |
| |
| |
James Yang Mofy Limited (2) | |
| 10,913,894 | |
| |
| |
New Jolene&R L.P. (3) | |
| 1,809,142 | |
| |
| |
| |
| | |
(b) | |
Percentage of class | |
Haogang Yang(1)(2) | |
| 44.57 | % |
| |
| |
James Yang Mofy Limited (2) | |
| 38.23 | % |
| |
| |
New Jolene&R L.P. (3) | |
| 6.34 | % |
| |
| |
| |
| | |
(c) | |
Number of shares as to which
the person has: | |
| |
| | |
| |
| |
| |
| | |
| |
(i) Sole power to vote or
to direct the vote: | |
| |
| | |
| |
| |
Haogang Yang | |
| 0 | |
| |
| |
James Yang Mofy Limited | |
| 0 | |
| |
| |
New Jolene&R L.P. | |
| 0 | |
| |
| |
| |
| | |
| |
(ii) Shared power to vote
or to direct the vote: | |
| |
| | |
| |
| |
Haogang Yang | |
| 12,723,036 | |
| |
| |
James Yang Mofy Limited | |
| 10,913,894 | |
| |
| |
New Jolene&R L.P. | |
| 1,809,142 | |
| |
| |
| |
| | |
| |
(iii) Sole power to dispose
or to direct the disposition of: | |
| |
| | |
| |
| |
Haogang Yang | |
| 0 | |
| |
| |
James Yang Mofy Limited | |
| 0 | |
| |
| |
New Jolene&R L.P. | |
| 0 | |
| |
| |
| |
| | |
| |
(iv) Shared power to dispose
or to direct the disposition of: | |
| |
| | |
| |
| |
Haogang Yang | |
| 12,723,036 | |
| |
| |
James Yang Mofy Limited | |
| 10,913,894 | |
| |
| |
New Jolene&R L.P. | |
| 1,809,142 | |
(1) |
Mr.
Haogang Yang has the voting and dispositive power over and therefore beneficially owns (i) 10,913,894 Ordinary Shares held by James
Yang Mofy Limited, a company incorporated under the laws of the British
Virgin Islands (BVI), and (ii) the 1,809,142 Ordinary Shares held by New JOLENE&R L.P.,
a limited partnership formed under the laws of the BVI. |
(2) |
James Yang Mofy Limited
holds 10,913,894 Ordinary Shares of the Issuer. Mr.
Haogang Yang has the voting and dispositive power over the 10,913,894 Ordinary Shares held by James Yang Mofy Limited. |
(3) |
New JOLENE&R L.P.
holds 1,809,142 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 1,809,142 ordinary shares held by New JOLENE&R
L.P. |
Item 5. |
Ownership of Five Percent
or Less of a Class. |
Not
Applicable.
Item 6. |
Ownership of more than
Five 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. |
Not
Applicable.
Item 9. |
Notice of Dissolution
of Group. |
Not
Applicable.
By
signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and 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.
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.
Dated:
February 14, 2024
Global
Mofy Metaverse Limited
HAOGANG YANG |
|
|
|
/s/ Haogang
Yang |
|
Haogang Yang |
|
James
Yang Mofy Limited |
|
|
|
/s/ Haogang
Yang |
|
Name: |
Haogang Yang |
|
Title: |
Director of James Yang Mofy Limited |
|
New
Jolene&R L.P. |
|
|
|
/s/ Haogang
Yang |
|
Name: |
Haogang Yang |
|
Title: |
Director of New JOLENE&R L.P. |
|
Global Mofy Metaverse (NASDAQ:GMM)
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