QMMM Holdings Limited. SEC Filings

The Securities and Exchange Commission has declared QMMM Holdings' Form F-1 registration statement effective as of June 20, 2025, at 9:00 A.M. The Form F-1 (File Number: 333-287066) marks a significant milestone for the foreign company as it indicates their intent to conduct an initial public offering (IPO) in the United States markets.

A Form F-1 is the standard registration form for foreign companies looking to list securities on U.S. exchanges. The effectiveness declaration means that QMMM Holdings can now proceed with its planned public offering and begin trading its securities, subject to other regulatory requirements and market conditions.

QMMM Holdings Limited, a Cayman Islands holding company with operations conducted through subsidiaries in Hong Kong, has filed a Rule 424(b)(4) prospectus for a best-efforts offering of up to 40,000,000 Class A ordinary shares at a fixed price of US$0.20 per share. The maximum gross proceeds are US$8.0 million; net proceeds before offering expenses are approximately US$7.52 million after placement-agent commissions of 6 % plus a 1 % expense allowance and up to US$100,000 in reimbursable costs. Shares trade on Nasdaq Capital Market under the symbol “QMMM” and last closed at US$0.96 on 18 June 2025, implying a deep discount of roughly 79 % to the market price. There is no minimum subscription and no escrow; funds will be available to the company immediately upon each sale. Pacific Century Securities, LLC and Revere Securities LLC act as exclusive placement agents without any obligation to purchase unsold shares. QMMM qualifies as an emerging growth company and will benefit from reduced reporting requirements.

The prospectus highlights significant regulatory and structural risks: QMMM is not an operating company; investors purchase Cayman-incorporated holding-company shares while all operations occur in Hong Kong. Although the group currently operates outside mainland China, PRC authorities could extend oversight to Hong Kong entities, potentially forcing restructuring, limiting capital transfers or rendering the shares worthless. The filing also discusses potential ramifications of the Holding Foreign Companies Accountable Act; QMMM’s U.S.-based auditor is presently inspectable by the PCAOB, but future rule changes could still lead to delisting. To date there have been no dividends or material cash transfers between the holding company and subsidiaries, and management has not committed to future distributions. Investors should review the detailed risk factors beginning on page 13 before purchasing shares.