UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August 2024
Commission File Number 001-42183
QMMM Holdings Ltd.
(Translation of registrant’s name into English)
Unit 1301, Block C, Sea View Estate, 8 Watson Road Tin Hau, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On August 2, 2024, WallachBeth Capital, LLC, as the representative of the underwriters in the initial public offering (“IPO”) of QMMM Holdings Ltd. (the “Company”), partially exercised its option to purchase an additional 56,342 ordinary shares of the Company at a price of $4.00 per share, before deducting underwriting discounts. The closing for the sale of the over-allotment shares took place on August 8, 2024. The gross proceeds of the Company’s IPO, including the proceeds from the sale of the over-allotment shares, totaled approximately $8.83 million, before deducting underwriting discounts and other related expenses.
The Company issued a press release on August 8, 2024, announcing the partial exercise of the underwriters’ over-allotment option. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or 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 jurisdiction.
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EXHIBIT INDEX
Number | Description of Exhibit | |
99.1 | Press Release dated August 8, 2024 |
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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.
Date: August 8, 2024
QMMM HOLDINGS LTD. | ||
By: | /s/ Bun Kwai | |
Name: | Bun Kwai | |
Title: | Chief Executive Officer |
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Exhibit 99.1
QMMM Holdings Limited Announces Partial Exercise of the Underwriters’ Over-Allotment Option
Hong Kong, August 8, 2024 (PRNEWSWIRE) -- QMMM Holdings Limited (Nasdaq: QMMM) (the “Company” or “QMMM Holdings”), a digital media advertising, virtual avatar & virtual apparel technology service provider in Hong Kong, today announced that WallachBeth Capital, LLC, as representative of the underwriters of the Company’s firm commitment initial public offering (“IPO”), has partially exercised its over-allotment option to purchase an additional 56,342 ordinary shares of the Company at the IPO price of $4.00 per share. The gross proceeds of the Company’s IPO, including the proceeds from the sale of the over-allotment shares, totaled approximately $8.83 million, before deducting underwriting discounts and other related expenses.
WallachBeth Capital, LLC acted as lead underwriter of the IPO. FisherBroyles, LLP acted as U.S. securities counsel to the Company, and Sichenzia Ross Ference Carmel LLP acted as U.S. counsel to WallachBeth Capital, LLC.
A registration statement on Form F-1 relating to the offering has been filed with the U.S. Securities and Exchange Commission (“SEC”) (File Number: 333-274887) and was declared effective by the SEC on July 1, 2024. The offering of the ordinary shares was made only by means of a final prospectus. A final prospectus relating to the offering was filed with the SEC on July 22, 2024, which may be obtained from WallachBeth Capital, LLC, Harborside Financial Center Plaza 5, 185 Hudson Street, Ste 1410, Jersey City, NJ 07311, by email to cap-mkts@wallachbeth.com, or by calling +1 646.237.8585. In addition, a copy of the final prospectus relating to the IPO may be obtained via the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About QMMM Holdings Limited
QMMM Holdings 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.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.
For more information, please contact:
QMMM Holdings Limited
Phone: +852 3549 6889
Email: info@qmmm.io