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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~April~~June, 2025

Commission File Number: 001-42183

QMMM Holdings Ltd.

(Registrant’s Name)

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 ☐

~~Indicate~~INFORMATION CONTAINED byIN ~~check~~THIS ~~mark~~FORM ~~if the registrant is submitting the Form~~ 6-K ~~in paper as permitted by Regulation S-T Rule 101(b)(1): ☐~~REPORT

~~Indicate~~On June by20, ~~check~~2025, ~~mark~~QMMM ifHoldings Limited (the ~~registrant~~“Company”) isentered ~~submitting~~into Securities Purchase Agreements (the “Securities Purchase Agreements”) with several investors named therein (the ~~Form~~“Purchasers”), ~~6-K~~pursuant into ~~paper~~which asthe ~~permitted~~Company byagreed ~~Regulation~~to ~~S-T~~issue and ~~Rule~~sell, ~~101~~in a best effort offering (bthe “Offering”), a total of 40,000,000 Class A Ordinary Shares of par value $0.0001 per share (7the “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.

AsThe Class ~~previously~~A ~~disclosed,~~Ordinary Shares were offered pursuant to a registration statement on ~~March~~Form 21F-1, ~~2025,~~as ~~QMMM~~amended ~~Holdings Limited~~ (~~the~~Registration No. 333-287066, “~~Company~~Form F-1”) ~~held~~originally filed with the ~~Company’s~~U.S. ~~Annual~~Securities ~~General~~and ~~Meeting~~Exchange Commission (the “~~AGM~~SEC”). ~~Five~~on ~~items~~May of8, ~~business~~2025. ~~were acted~~The ~~upon~~Form byF-1 ~~the~~was declared ~~Company’s~~effective ~~shareholders~~on atJune ~~the AGM~~20, ~~each~~2025. ofThe ~~which~~final prospectus was ~~approved~~filed byon ~~the~~June ~~shareholders~~20, ~~amongst which, includes:~~2025.

~~Proposal~~Pacific Century ~~Three:~~Securities LLC and Revere Securities LLC acted as the co-placement agents (the “Placement Agents”) in the Offering bypursuant ~~ordinary~~to ~~resolutions~~a Placement Agency Agreement dated June 20, 2025, by and between the Company and Pacific Century Securities LLC. The Company agreed to ~~approve:~~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.

~~(i) the redesignation~~The ~~of the~~ Company’s ~~authorized~~intends ~~share~~to ~~capital~~use ~~by taking~~ the ~~following~~net ~~steps,~~proceeds ~~such that the authorized share capital~~ of ~~the~~this ~~Company~~offering ~~shall be~~primarily ~~changed~~for ~~from~~potential ~~US$50,000~~investments ~~divided~~and/or ~~into~~horizontal ~~500,000,000~~acquisition ~~shares~~ of ~~par~~human ~~value US$0.0001 each (the Ordinary Shares) to US$50,000 divided into~~resources ~~490,000,000~~solution ~~class~~providers Aand ~~ordinary~~general ~~shares~~administration ~~of par value US$0.0001 each (the Class A Ordinary Shares)~~ and ~~10,000,000~~working ~~class~~capital ~~B ordinary shares of par value US$0~~purposes.~~0001 each (the Class B Ordinary Shares) (the Share Redesignation):~~

~~(A) redesignating~~The ~~all~~foregoing description of the ~~authorized~~Placement ~~and~~Agency ~~issued~~Agreement and ~~outstanding Ordinary Shares in~~ the ~~authorized~~Securities ~~share~~Purchase ~~capital~~Agreements ofqualified ~~the~~in ~~Company~~their ~~held~~entirety by ~~the existing shareholders~~reference ofto the ~~Company~~full astext of the ~~date~~Placement ~~hereof~~Agency ~~(except~~Agreement ~~for~~and the ~~Ordinary~~form ~~Shares~~of ~~held~~Securities byPurchase ~~FORTUNE WINGS VENTURES LIMITED) into Class A Ordinary Shares~~Agreements, ~~each~~ ~~conferring~~which ~~the~~are ~~holder~~attached ~~thereof~~hereto ~~one~~as (Exhibit 10.1) ~~vote~~and ~~per~~10.2, ~~Class~~respectively, Ato ~~Ordinary~~this ~~Share~~Report ~~at a general meeting~~ of ~~the~~Foreign ~~Company~~Private orIssuer on ~~any~~Form ~~shareholders’ resolution~~6-K ~~and~~(this ~~the~~“Report”), ~~other rights attached to it as set out in the second amended~~ and ~~restated~~which ~~memorandum~~are ~~and articles of association of~~incorporated ~~the~~herein ~~Company~~in totheir beentirety ~~adopted~~ by ~~the shareholders of the Company at the annual general meeting on a one for one basis;~~reference.

~~(B) redesignating~~Pursuant ~~all~~to the ~~authorized~~Offering, ~~and~~on ~~issued~~June ~~and~~20, ~~outstanding~~2025, ~~Ordinary~~the ~~Shares~~Company inissued ~~the~~a ~~authorized~~press ~~share~~release ~~capital~~announcing of the ~~Company~~pricing ~~held~~of bythe ~~FORTUNE~~Offering. ~~WINGS~~A ~~VENTURES LIMITED~~copy ~~into~~of ~~Class~~the Bpress ~~Ordinary~~release announcing ~~Shares,~~the ~~each~~pricing ~~conferring~~of ~~FORTUNE~~the ~~WINGS~~Offering ~~VENTURES~~is ~~LIMITED~~furnished ~~twenty~~as ~~(20)~~Exhibit ~~votes~~99.1 ~~per~~hereto. ~~Class~~On BJune ~~Ordinary~~23, ~~Share~~2025, ~~at a general meeting of~~ the Company orissued ona ~~any~~press ~~shareholders’~~release ~~resolutions and~~ announcing the ~~other~~closing ~~rights~~of ~~attached to it as set out in~~ the ~~second amended~~Offering. ~~and~~A ~~restated~~copy ~~memorandum and articles~~ of ~~association of~~ the ~~Company~~press torelease beannouncing ~~adopted by~~ the ~~shareholders~~closing of the ~~Company~~Offering atis ~~the~~furnished ~~annual general~~as ~~meeting~~Exhibit on99.2 ~~a one for one basis; and~~hereto.

~~(C) redesignating~~This ~~the~~Report ~~remaining~~contains ~~authorized~~forward-looking statements. Forward-looking statements include, but ~~unissued~~are ~~481~~not limited to,~~048~~ statements that express our intentions,~~158~~ beliefs, ~~Ordinary~~expectations, ~~Shares~~strategies, ~~into~~predictions ~~Class~~or Aany ~~Ordinary~~other ~~Shares~~statements related to our future activities, future events or conditions. These statements are based on acurrent ~~one~~expectations, ~~for~~estimates ~~one~~and ~~basis~~projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performances and ~~redesignating~~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 ~~remaining~~forward-looking statements ~~authorized~~due ~~but~~to ~~unissued~~numerous 1factors,~~745~~ including those risks discussed in the Registration Statement,~~500~~ ~~Ordinary~~and ~~Shares~~in ~~into~~other ~~Class~~documents Bthe ~~Ordinary~~Company files ~~Shares~~from ontime ato ~~one~~time ~~for~~with ~~one~~the ~~basis;~~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.

~~(ii) the transfer agent and share registrar of the Company be authorized to update the shareholder list of the Company as may be necessary to reflect the Share Redesignation.~~2

~~The share redesignation will be reflected with the~~EXHIBITS Nasdaq Capital Market and in the marketplace at the open of business on April 14, 2025, whereupon the Company’s Class A Ordinary Shares will begin trading. The Company’s Class A Ordinary Shares will continue to trade on the Nasdaq Capital Market under the symbol “QMMM” and under the CUSIP Number of G7309R114.INDEX

Exhibit 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

SIGNATURES

Pursuant to the requirements of the Securities ~~and~~ 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 Limited
	QMMM Holdings Ltd.
Date: April 10, 2025	By:	/s/ Bun Kwai
Date: June 23, 2025	By:	/s/ Bun Kwai
		Bun Kwai
	Name:	Bun Kwai
		Chief Executive Officer
	Title:	Chief Executive Officer

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