Form SC 13G - Statement of acquisition of beneficial ownership by individuals
14 Febbraio 2024 - 11:20PM
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:
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☐ |
Rule 13d-1(b) |
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☐ |
Rule 13d-1(c) |
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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 |
Dengrao Jia |
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 |
2,269,693 Ordinary Shares (1) |
7 |
Sole Dispositive Power |
0 |
8 |
Shared Dispositive Power |
2,269,693
Ordinary Shares (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
2,269,693
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) |
7.95% (2) |
12 |
Type of Reporting Person (See Instructions) |
IN |
(1) |
Mr. Dengrao Jia beneficially owns 2,269,693 Ordinary Shares held by Lianhe Universe Holding Group Limited, a company incorporated under the laws of the British Virgin Islands and of which Mr. Jia has voting and dispositive control. |
|
|
(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 |
Lianhe Universe Holding Group 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 |
2,269,693 Ordinary Shares (1) |
7 |
Sole Dispositive Power |
0 |
8 |
Shared Dispositive Power |
2,269,693 Ordinary Shares (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
2,269,693 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) |
7.95% (2) |
12 |
Type of Reporting Person (See Instructions) |
CO |
(1) |
Lianhe Universe Holding Group Limited holds 2,269,693 Ordinary Shares of the Issuer. Mr. Dengrao Jia has voting and dispositive control over the 2,269,693 Ordinary Shares held by Lianhe Universe Holding Group Limited. |
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|
(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:
Dengrao Jia
Lianhe Universe Holding Group Limited |
(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:
Dengrao Jia: PRC
Lianhe Universe Holding Group Limited: 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:
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(a) |
☐ |
Broker or dealer registered under Section 15 of the Act; |
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(b) |
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Bank as defined in Section 3(a)(6) of the Act; |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Act; |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act of 1940; |
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(e) |
☐ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
☐ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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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; |
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(j) |
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
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(k) |
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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 | |
Dengrao Jia (1) | |
| 2,269,693 | |
| |
| |
Lianhe Universe Holding Group Limited (2) | |
| 2,269,693 | |
| |
| |
| |
| | |
(b) | |
Percentage of class | |
Dengrao Jia (1) | |
| 7.95 | % |
| |
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Lianhe Universe Holding Group Limited(2) | |
| 7.95 | % |
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| | |
(c) | |
Number of shares as to which the person has: | |
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| | |
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(i) Sole power to vote or to direct the vote: | |
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Dengrao Jia | |
| 0 | |
| |
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Lianhe Universe Holding Group Limited | |
| 0 | |
| |
| |
| |
| | |
| |
(ii) Shared power to vote or to direct the vote: | |
| |
| | |
| |
| |
Dengrao Jia | |
| 2,269,693 | |
| |
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Lianhe Universe Holding Group Limited | |
| 2,269,693 | |
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(iii) Sole power to dispose or to direct the disposition of: | |
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Dengrao Jia | |
| 0 | |
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Lianhe Universe Holding Group Limited | |
| 0 | |
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(iv) Shared power to dispose or to direct the disposition of: | |
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| | |
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Dengrao Jia | |
| 2,269,693 | |
| |
| |
Lianhe Universe Holding Group Limited | |
| 2,269,693 | |
(1) |
Mr. Dengrao Jia beneficially owns 2,269,693 Ordinary Shares held by Lianhe Universe Holding Group Limited, a company incorporated under the laws of the British Virgin Islands and of which Mr. Jia has voting and dispositive control. |
|
|
(2) |
Lianhe Universe Holding Group Limited holds 2,269,693 Ordinary Shares of the Issuer. Mr. Dengrao Jia has voting and dispositive control over the 2,269,693 Ordinary Shares held by Lianhe Universe Holding Group Limited. |
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
DENGRAO JIA |
|
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/s/ Dengrao Jia |
|
Dengrao Jia |
|
Shareholder |
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Lianhe Universe Holding Group Limited |
|
|
|
/s/ Dengrao Jia |
|
Name: Dengrao Jia |
|
Title: Director of Lianhe Universe Holding Group Limited |
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