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 February 2026
Commission
File Number: 001-42183
QMMM
Holdings Ltd.
(Registrant’s
Name)
Workshop
9, 11/F., Kodak House II,
39
Healthy Street East,
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 ☐
Exhibit
Index.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release – Receipt of Delinquency Notification from Nasdaq |
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.
| |
QMMM
Holdings Ltd. |
| |
|
|
| Date:
February 23, 2026 |
By: |
/s/
Bun Kwai |
| |
Name:
|
Bun
Kwai |
| |
Title: |
Chief
Executive Officer, Director and Chairman of the Board |
Exhibit
99.1
QMMM
Announces Receipt of Delinquency Notification from Nasdaq
Hong
Kong, February 23, 2026 (PRNEWSWIRE) – QMMM Holdings Limited (NASDAQ: QMMM) (the “Company” or “QMMM”),
a digital media advertising, virtual avatar & virtual apparel technology service provider in Hong Kong, today announced that on February
18, 2026 it received a notice from Nasdaq stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the
Company has not yet filed its annual report on Form 20-F for the fiscal year ended September 30, 2025.
Under
Nasdaq rules, the Company now has 60 calendar days to submit a plan to regain compliance and, if such plan is accepted by Nasdaq, an
exception of up to 180 calendar days from the original filing’s due date may be granted, or until August 17, 2026, to regain compliance.
In determining whether to accept such plan, Nasdaq will consider such things as the likelihood that the filing, along with any subsequent
periodic filing that will be due, can be made within the 180-day period, the Company’s past compliance history, the reasons for
the late filing, other corporate events that may occur within Nasdaq’s review period, the Company’s overall financial condition
and its public disclosures. Any subsequent periodic filing that is due within the 180-day exception period must be filed no later than
the end of the period. If the plan to regain compliance is not accepted, the Company will have the opportunity to appeal that decision
to a Hearings Panel.
The
Company is currently working with its accounting, audit and legal professionals to prepare and submit a compliance plan to Nasdaq. Trading
of the Company’s Class A Ordinary Shares on Nasdaq is not currently affected by this notice.
About
QMMM Holdings Limited
QMMM
Holdings Limited (the “Company”) 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.
Safe
Harbor Statement
This
press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking
statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which
we derive from the information currently available to us. You can identify forward-looking statements by those that are not historical
in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,”
“contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,”
“potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements,
you should consider various factors, including: our ability to satisfy the closing conditions related to the offering, our ability to
change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment
of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement.
Forward-looking
statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time
by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties,
and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties
and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our
representatives might not occur.
For
enquiry, please contact:
QMMM
Holdings Limited
Unit
1301, Block C,
Sea
View Estate,
8
Watson Road,
Tin
Hau, Hong Kong
Phone:
+852 3549 6889
Email:
info@qmmm.io
