UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 September 2025
Commission File No.: 001-41587
MultiMetaVerse Holdings Limited
Room 7033, 7/F, Tower B, No. 785 Hutai Road,
Jingan District
Shanghai, China, 200065
(Address of 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 ☐
Entry into a Material Definitive Agreement
Unregistered Sales of Equity Securities
On September 1 , 2025, MultiMetaVerse Holdings
Limited (the “Company”) entered into agreements pursuant to which it agreed to convert $2,166,626 of outstanding liabilities
into the Company’s ordinary shares at a price of $1.00 per share, or 2,166,626 ordinary shares in the aggregate. Yiran Xu, the Company’s
Chief Executive Officer, was directly or indirectly the holder of $2,116,626 of such liabilities and received an aggregate of 2,116,626
ordinary shares, directly or indirectly. Avatar Group Holdings Limited, a 10% stockholder of the Company, was directly or indirectly the
holder of $50,000 of such liabilities and received an aggregate of 50,000 ordinary shares, directly or indirectly.
The Company previously disclosed that on December
1, 2024, it had entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with certain parties named therein
(the “Transferors”) to acquire Bowong AI Limited, a Cayman Islands company (“Bowong Cayman”). On September 1 ,
2025, the Company and the transferor entered into a Supplement to the Share Exchange Agreement pursuant to which the number of consideration
shares were increased from 37,000,000 to 45,513,699, and the outside date to complete the transaction was amended to be September 30,
2025.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 25, 2025, Xin Li and Scott Hartsman resigned
from the Company’s Board of Directors. There were no disagreements between the Company and either Xin Lin or Scott Hartsman on any
matter related to the Company’s operations, policies or practices.
Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Supplemental Agreement No. 1 to the Share Exchange Agreement |
SIGNATURE
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.
Dated: September 1, 2025
| MULTIMETAVERSE HOLDINGS LIMITED |
|
| |
|
| By: |
/s/ Yiran Xu |
|
| Name: |
Yiran Xu |
|
| Title: |
Chief Executive Officer |
|
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