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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.
 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
FirstName LastNameHaogang Yang
       consolidation of the VIE under U.S. GAAP. Additionally, your disclosure
should clarify
Comapany     NameGlobal
       that you             Mofy Metaverse
                  are the primary beneficiaryLtd
                                              of the VIE for accounting
purposes. Please also
April 8,disclose,
         2022 Page if true,
                       2 that the VIE agreements have not been tested in a
court of law.
FirstName LastName
 Haogang Yang
FirstName   LastNameHaogang
Global Mofy    Metaverse Ltd Yang
Comapany
April       NameGlobal Mofy Metaverse Ltd
       8, 2022
April 38, 2022 Page 3
Page
FirstName LastName
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
 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
FirstName LastNameHaogang Yang
       exchange, please revise your disclosure to explain how this oversight
impacts your
Comapany    NameGlobal
       business  and yourMofy    Metaverse
                           offering          Ltd extent you believe that you
are compliant with the
                                     and to what
April 8,regulations
         2022 Pageor 4 policies that have been issued by the CAC to date.
FirstName LastName
 Haogang Yang
FirstName   LastNameHaogang
Global Mofy    Metaverse Ltd Yang
Comapany
April       NameGlobal Mofy Metaverse Ltd
       8, 2022
April 58, 2022 Page 5
Page
FirstName LastName
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
 Haogang Yang
Global Mofy Metaverse Ltd
April 8, 2022
Page 6
         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.
Consolidated Financial Statements
Note. Summary of Significant Accounting Policies
(i) Revenue Recognition, page F-14

26.    Please clarify your disclosures on page 85 that indicate the virtual
content production
       contracts are primarily on a fixed price basis, payable on a milestone
basis, which require
       you to perform services for visual effect design, content development,
production and
       integration based on customers    specific needs. In this respect,
describe in greater detail
       how the virtual content production contracts are payable on a milestone
basis. Explain
FirstName LastNameHaogang Yang
       why the revenue from virtual content production contracts are recognized
as the
Comapany    NameGlobal
       performance        Mofy Metaverse
                     obligation is satisfied Ltd
                                             at a point in time rather than
over time. We refer you
       to paragraphs
April 8, 2022 Page 6  23 through  30  of ASC   606-10-25.
FirstName LastName
 Haogang Yang
FirstName   LastNameHaogang
Global Mofy    Metaverse Ltd Yang
Comapany
April       NameGlobal Mofy Metaverse Ltd
       8, 2022
April 78, 2022 Page 7
Page
FirstName LastName
27.      We note from your disclosures on page 85 that you have developed
business relationships
         with a number of brand owners and advertising channels while providing
virtual
         technology services, and you are able to directly contact advertisers
to complete the
         promotion services after you complete the advertisement production, at
a competitive
         pricing. We further note from your disclosures on page 86 that you
receive commissions
         from your customers based on specific action (i.e. cost per mile
CPM   ) for online
         display. Please revise your revenue recognition policy to clarify how
you recognize
         revenues when you directly provide digital marketing services. Please
explain
         whether you control each of these services or goods before they are
transferred to your
         customer. Provide us with your analysis of the principal versus agent
considerations. We
         refer you to ASC 606-10-55-36 through 55-40.
28.      You disclose for the contracts that involve the third-party
advertising agencies, the
         Company considers itself as principal of the services as it has
control of the specified
         services at any time before it is transferred to the customers and
therefore, acts as the
         principal of these arrangements and reports revenue earned and costs
incurred related to
         these transactions on a gross basis. Please explain why you control
each of these services
         or goods before they are transferred to your customer. Provide us with
your analysis of the
         principal versus agent considerations. We refer you to ASC
606-10-55-36 through 55-40.
29.      You disclose that the Company enters into copyright licensing
contracts to authorize
         production rights, adaption rights, sublicense rights of licensed
copyrights and digital
         assets with entertainment production companies and the licensing
provides customers the
         right to use the Company   s IP as it exists and does not require
ongoing maintenance or
         effort from the Company to assure the usefulness of the license.
Please tell us how you
         considered the guidance in ASC 606-10-55-62.
(m) Research and development expenses, page F-16

30.      We note that costs incurred for the internally developed IP of virtual
content, scripts and
         digital assets are expensed when incurred and are included in the
research and
         development expenses. Please tell us how you considered the guidance
in ASC 350-40
         and ASC 985-20.
General

31.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
32.      We note that one or more of your officers or directors are located in
China. Please revise
         the risk factor at the bottom of page 40 address the difficulty of
bringing actions against
         these individuals. Include a cross-reference to and corresponding
disclosure in the
         "Enforceability of Civil Liabilities" section on page 59.
 Haogang Yang
Global Mofy Metaverse Ltd
April 8, 2022
Page 8
33.   Please revise to include a more comprehensive discussion of the rules
adopted by the SEC
      relating to the Holding Foreign Companies Accountable Act.
       You may contact Morgan Youngwood, Senior Staff Accountant, at (202)
551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 at 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,
FirstName LastNameHaogang Yang
                                                          Division of
Corporation Finance
Comapany NameGlobal Mofy Metaverse Ltd
                                                          Office of Technology
April 8, 2022 Page 8
cc:       Yarona L. Yieh
FirstName LastName
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