6-K - QMMM - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of June, 2025

CommissionFile Number: 001-42183

QMMMHoldings Ltd.

(Registrant’sName)

Unit1301, Block C, Sea View Estate, 8 Watson Road Tin Hau, Hong Kong

(Addressof Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INFORMATIONCONTAINED IN THIS FORM 6-K REPORT

On June 20, 2025, QMMM Holdings Limited (the “Company”) entered into Securities Purchase Agreements (the “Securities Purchase Agreements”) with several investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a best effort offering (the “Offering”), a total of 40,000,000 Class A Ordinary Shares of par value $0.0001 per share (the “Class A Ordinary Shares”) at the price of $0.2 per Class A Ordinary Share. The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The Offering was closed on June 23, 2025.

The Class A Ordinary Shares were offered pursuant to a registration statement on Form F-1, as amended (Registration No. 333-287066, “Form F-1”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 8, 2025. The Form F-1 was declared effective on June 20, 2025. The final prospectus was filed on June 20, 2025.

Pacific Century Securities LLC and Revere Securities LLC acted as the co-placement agents (the “Placement Agents”) in the Offering pursuant to a Placement Agency Agreement dated June 20, 2025, by and between the Company and Pacific Century Securities LLC. The Company agreed to pay the Placement Agents a cash fee equal to 6.0% of the gross proceeds raised in the Offering. The Company also agreed to (i) reimburse the Placement Agents for certain expenses; and (ii) provide a non-accountable expense allowance equal to 1% of the gross proceeds raised in the Offering payable to the Placement Agents. The Placement Agency Agreement contains customary conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company.

The Company intends to use the net proceeds of this offering primarily for potential investments and/or horizontal acquisition of human resources solution providers and general administration and working capital purposes.

The foregoing description of the Placement Agency Agreement and the Securities Purchase Agreements qualified in their entirety by reference to the full text of the Placement Agency Agreement and the form of Securities Purchase Agreements, which are attached hereto as Exhibit 10.1 and 10.2, respectively, to this Report of Foreign Private Issuer on Form 6-K (this “Report”), and which are incorporated herein in their entirety by reference.

Pursuant to the Offering, on June 20, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release announcing the pricing of the Offering is furnished as Exhibit 99.1 hereto. On June 23, 2025, the Company issued a press release announcing the closing of the Offering. A copy of the press release announcing the closing of the Offering is furnished as Exhibit 99.2 hereto.

This Report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to our future activities, future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Registration Statement, and in other documents the Company files from time to time with the Commission. Any forward-looking statements speak only by the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report, except as required by law.

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EXHIBITSINDEX

Exhibit<br> No.	Description
10.1*	Placement Agency Agreement
10.2*	Form of Securities Purchase Agreement
99.1	Pricing Press Release
99.2	Closing Press Release
*	previously filed
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	QMMM Holdings Ltd.
Date: June 23, 2025	By:	/s/ Bun Kwai
	Name:	Bun Kwai
	Title:	Chief Executive Officer

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Exhibit 99.1

QMMMAnnounces Pricing of $8 Million Public Offering of Ordinary Shares

HongKong, Jun 20, 2025 (PRNEWSWIRE) – QMMM Holdings Limited (NASDAQ: QMMM) (the “Company” or “QMMM”), a digital media advertising, virtual avatar & virtual apparel technology service provider in Hong Kong, today announced the pricing of its best efforts public offering of 40,000,000 ordinary shares at a public offering price of $0.20 per ordinary share.

Gross proceeds, before deducting placement agent fees and other offering expenses, are expected to be $8 million. The offering is expected to close on Jun 23, 2025, subject to customary closing conditions.

Pacific Century Securities LLC and Revere Securities LLC acted as co-placement agents in connection with this offering.

The securities described above were offered pursuant to a registration statement on Form F-1, as amended (File No. 333-287066) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) today. The offering was being made only by means of a prospectus which is a part of the Registration Statement. A final prospectus relating to the offering will be filed with the SEC. Copies may be obtained from Pacific Century Securities, LLC, 60-20 Woodside Avenue Ste 211, Queens, NY 11377, at +1 (212) 970-8868 and from Revere Securities LLC, 560 Lexington Ave 16th floor, New York, NY 10022, at +1 (212) 688-2350.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

AboutQMMM Holdings Limited

QMMM Holdings Limited (the “Company”) is an award-winning digital advertising and marketing production services company. Through its operating subsidiaries ManyMany Creations Limited and Quantum Matrix Limited in Hong Kong, the Company has used interactive design, animation, art-tech and virtual technologies in over 500 commercial campaigns. The Company has worked with large domestic and international banks, real estate developers, world famous amusement park, top international athletic apparel and footwear brands and luxury cosmetic products and international brands for their advertising and creation work in Hong Kong. Standing prominently in Hong Kong for over 18 years in the industry, with top creativity, premium account servicing, and ever-advancing tech R&D, the Company continues to be one of the top premium choices for enterprises and multinational enterprises looking for large scale content-heavy and tech-integrated campaigns. The clients of the Company include local and international banks, real-estate developers, luxury brands, high fashion houses, and theme parks.

SafeHarbor Statement

This press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to satisfy the closing conditions related to the offering, our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement.

Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our representatives might not occur.

Forenquiry, please contact:

QMMMHoldings Limited

Unit 1301, Block C,

Sea View Estate,

8 Watson Road,

Tin Hau, Hong Kong

Phone: +852 3549 6889

Email: info@qmmm.io

Exhibit99.2

QMMMAnnounces Closing of $8 Million Public Offering of Ordinary Shares

HongKong, Jun 23, 2025 (PRNEWSWIRE) – QMMM Holdings Limited (NASDAQ: QMMM) (the “Company” or “QMMM”), a digital media advertising, virtual avatar & virtual apparel technology service provider in Hong Kong, today announced the closing of its best efforts public offering of 40,000,000 ordinary shares at a public offering price of $0.20 per ordinary share.

Gross proceeds, before deducting placement agent fees and other offering expenses, are expected to be $8 million.

Pacific Century Securities LLC and Revere Securities LLC acted as co-placement agents in connection with this offering.

The securities described above were offered pursuant to a registration statement on Form F-1, as amended (File No. 333-287066) (the “Registration Statement”), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 8, 2025. The Form F-1 was declared effective on June 20, 2025. The final prospectus was filed on June 20, 2025.

AboutQMMM Holdings Limited

SafeHarbor Statement

Forenquiry, please contact:

QMMMHoldings Limited

Unit 1301, Block C,

Sea View Estate,

8 Watson Road,

Tin Hau, Hong Kong

Phone: +852 3549 6889

Email: info@qmmm.io