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 June, 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 Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Nasdaq
Delisting Notice And Company Appeal
On June 17, 2026, QMMM Holdings Ltd. (the
“Company”) received a Staff Delisting Determination (the “Staff Determination”) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), Nasdaq has determined to delist the Company’s
securities pursuant to its discretionary authority contained in Nasdaq Listing Rule IM-5101-4. In addition, Nasdaq asserts
that the Company’s delay in filing its Form 20-F for the fiscal year ended September 30, 2025 serves as an
independent basis for delisting under Listing Rule 5250(c)(1).
The
Company intends to appeal the Staff Determination by filing a request for oral hearing before the Nasdaq Hearings Panel (the “Panel”)
pursuant to Nasdaq Listing Rule 5815. Per Rule 5815(a)(1)(B), a request for a hearing regarding a delinquent filing will only stay the
suspension of the Company’s securities for a period of 15 days from the deadline to request a hearing unless the Company specifically
requests, and the Hearings Panel grants, a further stay. The current trading halt under Rule 4120(a)(5) with regards to the Company’s
securities will remain in place during any automatic stay or further stay granted by the Panel.
Per
Listing Rule 5815(a)(5), the Company will submit to the Hearings Panel a written plan of compliance, and request that the Panel grant
an exception to the listing standards for a limited time period, as permitted by Rule 5815(c)(1)(A). There can be no assurance, however,
that the Panel will approve the Company’s plan to regain compliance and/or grant the requested exception, nor can there be any
assurance that such plan will be successful if brought into effect.
The
Company furnishes this report on Form 6-K to satisfy its obligation under Listing Rule 5810(b) to make public disclosure of the subject
deficiency and of the Staff Determination within four business days thereof.
Forward-Looking
Statements
This
Form 6-K contains forward-looking statements that involve risks and uncertainties. The risks and uncertainties involved include the Company’s
ability to regain compliance with Nasdaq’s rules for continued listing, market conditions, and other risks detailed from time to
time in the Company’s periodic reports and other filings with the U.S. Securities and Exchange Commission. You are cautioned not
to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and
speak only as of the date of this Form 6-K. The Company does not intend to revise or update any forward-looking statement in this Form
6-K as a result of new information, future events or otherwise, except as required by law.
Financial
Statements and Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release |
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: June 23, 2026 |
By: |
/s/
Bun Kwai |
| |
Name: |
Bun Kwai |
| |
Title: |
Chief Executive Officer
|
Exhibit
99.1
QMMM
Announces Receipt of Delisting Notice from Nasdaq
Hong Kong, June 23, 2026 (GLOBE NEWSWIRE)
– 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 June 17, 2026, the Company received a
Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock
Market LLC (“Nasdaq”), notifying the Company that Nasdaq has determined to delist the Company’s securities
pursuant to its discretionary authority contained in Nasdaq Listing Rule IM-5101-4. In addition, Nasdaq asserts that the Company’s
delay in filing Form 20-F for the fiscal year ended September 30, 2025 serves as an independent basis for delisting under
Listing Rule 5250(c)(1).
The
Company intends to appeal the Staff Determination by filing a request for oral hearing before the Nasdaq Hearings Panel (the “Panel”)
pursuant to Nasdaq Listing Rule 5815. Per Rule 5815(a)(1)(B), a request for a hearing regarding a delinquent filing will only stay the
suspension of the Company’s securities for a period of 15 days from the deadline to request a hearing unless the Company specifically
requests, and the Hearings Panel grants, a further stay. The current trading halt under Rule 4120(a)(5) with regards to the Company’s
securities will remain in place during any automatic stay or further stay granted by the Panel.
Per
Listing Rule 5815(a)(5), the Company will submit to the Hearings Panel a written plan of compliance, and request that the Panel grant
an exception to the listing standards for a limited time period, as permitted by Rule 5815(c)(1)(A). There can be no assurance, however,
that the Panel will approve the Company’s plan to regain compliance and/or grant the requested exception, nor can there be any
assurance that such plan will be successful if brought into effect.
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
