Debt-for-equity swap and board exits at MultiMetaVerse (MMVWW)

Rhea-AI Filing Summary

MultiMetaVerse Holdings Limited is converting outstanding liabilities into equity and adjusting terms of a pending acquisition. The company agreed to convert $2,166,626 of liabilities into 2,166,626 ordinary shares at $1.00 per share. The Chief Executive Officer, Yiran Xu, held $2,116,626 of these liabilities and received 2,116,626 shares, while Avatar Group Holdings Limited, a 10% stockholder, converted $50,000 of liabilities into 50,000 shares. The company also amended its Share Exchange Agreement to acquire Bowong AI Limited, increasing the number of consideration shares from 37,000,000 to 45,513,699 and extending the outside completion date to September 30, 2025. In addition, directors Xin Li and Scott Hartsman resigned from the Board, with the company stating there were no disagreements regarding operations, policies or practices.

Positive

• None.

Negative

• Increased acquisition dilution: Consideration for the Bowong AI Limited deal rose from 37,000,000 to 45,513,699 shares, meaning materially more stock will be issued if the transaction closes.
• Board turnover: Directors Xin Li and Scott Hartsman resigned from the Board on August 25, 2025, representing notable changes in board composition, even though no disagreements were disclosed.

Insights

Equity Capital Structure Analyst

MultiMetaVerse shifts debt into equity and ups Bowong deal shares while two directors depart.

The conversion of $2,166,626 of liabilities into 2,166,626 ordinary shares reduces obligations but adds new equity, changing the capital mix. A large portion of the converted amount is tied to insiders: CEO Yiran Xu converted $2,116,626, receiving 2,116,626 shares, and 10% holder Avatar Group Holdings Limited converted $50,000 into 50,000 shares. This removes short-term liabilities but concentrates additional ownership with related parties.

The Supplement to the Share Exchange Agreement for Bowong AI Limited raises the consideration shares from 37,000,000 to 45,513,699. That is a substantial increase in stock to be issued for the acquisition, implying greater dilution for existing shareholders if completed. The outside date to finish the transaction is now September 30, 2025, giving a clear timing reference for when this larger share issuance could occur.

Governance-wise, Xin Li and Scott Hartsman resigned from the Board on August 25, 2025, and the company notes there were no disagreements on operations, policies or practices. Combined, the enlarged share consideration for Bowong and insider-heavy debt conversion are likely to reshape ownership and voting power once all steps are effective, with further details expected in subsequent company filings around the revised closing timeline.

Form 6-K: How Foreign Companies Report to the SEC →

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

1

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

2

FAQ

What debt-for-equity conversion did MultiMetaVerse (MMVWW) announce?

MultiMetaVerse agreed to convert $2,166,626 of outstanding liabilities into 2,166,626 ordinary shares at $1.00 per share.

How were MultiMetaVerse (MMVWW) insiders involved in the liability conversion?

Chief Executive Officer Yiran Xu held $2,116,626 of the converted liabilities and received 2,116,626 shares, while 10% stockholder Avatar Group Holdings Limited converted $50,000 into 50,000 shares.

How did the Bowong AI Limited acquisition terms change for MultiMetaVerse (MMVWW)?

The Supplement to the Share Exchange Agreement increased the number of consideration shares from 37,000,000 to 45,513,699 and moved the outside completion date to September 30, 2025.

When is MultiMetaVerse (MMVWW) now expected to complete the Bowong AI Limited transaction?

The outside date to complete the Bowong AI Limited acquisition was amended to September 30, 2025, subject to the agreement’s conditions.

Which MultiMetaVerse (MMVWW) directors resigned and were there any disagreements?

On August 25, 2025, Xin Li and Scott Hartsman resigned from the Board of Directors. The company states there were no disagreements with either director on operations, policies or practices.

What exhibit was included with this MultiMetaVerse (MMVWW) 6-K filing?

The filing includes Exhibit 10.1, titled Supplemental Agreement No. 1 to the Share Exchange Agreement.