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 May
2026
Commission File Number: 001-38768
MDJM LTD
Fernie Castle, Letham
Cupar, Fife, KY15 7RU
United Kingdom
(Address of principal
executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Entry into Material Definitive Agreements
Acquisition Advisory and Coordination Agreement
On April 15, 2026, Mansions Catering and Hotel LTD (the “Purchaser”),
a United Kingdom company and a wholly-owned subsidiary of MDJM LTD (the “Company”), entered into an Acquisition Advisory
and Coordination Agreement (the “Advisory Agreement”) with Broad Investment Securities LLC (the “Advisor”)
in connection with the proposed acquisition of 75% of the equity interests in Mirai Co., Ltd. (株式会社みらい),
a corporation incorporated under the laws of Japan (“Mirai”). Pursuant to the Advisory Agreement, the Advisor agreed
to provide certain acquisition advisory, coordination and payment-related services in connection with the proposed acquisition. The Advisory
Agreement also provides that the Purchaser will pay the Advisor an advisory fee of US$200,000, consisting of an initial fee of US$30,000
and a remaining fee of US$170,000 payable following completion of the acquisition, subject to the terms of the Advisory Agreement.
As of the date of this report, the Purchaser has paid the initial fee
of US$30,000 to the Advisor.
Share Purchase Agreement
On May 6,
2026, the Purchaser, Leyong Lin (林楽勇), the holder of 100% of the issued and outstanding shares of common stock
of Mirai (the “Seller”), and Mirai entered into a Share Purchase Agreement (the “Purchase Agreement”).
Pursuant to the Purchase Agreement, the Purchaser agreed to purchase from the Seller 45 issued shares of common stock of Mirai (the “Shares”),
representing 75% of the issued and outstanding shares of common stock of Mirai, upon the terms and subject to the conditions set forth
therein. Following the closing of the transaction contemplated by the Purchase Agreement, the Purchaser will own 75% of the issued and
outstanding shares of Mirai. Mirai is a Japan-based supply chain company primarily engaged in the supply of consumer electronics and cosmeceutical
products to corporate distributors.
The purchase price , as set forth in the Purchase Agreement and the
Advisory Agreement, is US$1,000,000, subject to adjustment, reduction, set-off or credit as expressly set forth in the Purchase Agreement.
As of the date of this report, the Purchaser has paid US$290,000 as the first installment of the consideration for the acquisition to
the Seller through the Advisor, which amount will be credited toward the purchase price under the Purchase Agreement. The second installment
of US$290,000 is payable following receipt by the Purchaser of evidence reasonably satisfactory to it that the transfer of the Shares
has been duly approved and completed in accordance with applicable Japanese law and Mirai’s organizational documents. The third
installment of US$420,000 is payable only after the closing of the acquisition, subject to the satisfaction or written waiver by the Purchaser
of certain post-closing payment conditions, including, among others, delivery of audited financial statements of Mirai for the two most
recently completed fiscal years, completion or resolution of any required Nasdaq notice, application or review process, and establishment
of a post-closing management arrangement to the Purchaser’s reasonable satisfaction.
The closing of the transaction is subject to customary closing
conditions and other conditions set forth in the Purchase Agreement, including, among others, delivery of closing deliverables by
the Seller and Mirai and receipt by the Purchaser of evidence reasonably satisfactory to it that the transfer of the Shares has been
duly approved and completed in accordance with applicable Japanese law and Mirai’s organizational documents. The parties
expect the transaction to close on or around May 13, 2026. There can be no assurance that the transaction will be
completed on the terms described above, or at all, or as to the timing of any closing.
The Purchase Agreement also provides that if certain post-closing payment
conditions are not satisfied or waived within 75 calendar days after the closing date, or if the audited financial statements reveal material
discrepancies or adverse deviations from the unaudited financial information previously provided to the Purchaser, the Purchaser may,
subject to the terms of the Purchase Agreement, withhold, reduce or set off against the third installment, or terminate the Purchase Agreement
and rescind and unwind the transaction.
Amendment No. 1 to Acquisition Advisory and Coordination Agreement
In connection with the Purchase Agreement, on May 6, 2026, the
Purchaser entered into Amendment No. 1 to Acquisition Advisory and Coordination Agreement (the “Amendment”) with
the Advisor, which amends the Advisory Agreement. The Amendment provides, among other things, that if the Purchase Agreement is terminated
for any reason, the transactions contemplated by the Purchase Agreement are not consummated for any reason, or the transaction is rescinded,
unwound or otherwise reversed pursuant to the Purchase Agreement or applicable law, the Advisor shall refund, or cause to be refunded,
to the Purchaser all purchase price amounts paid by or on behalf of the Purchaser to the Advisor or any other person in connection with
the transaction, subject to the terms of the Amendment. The Amendment also provides that the Purchase Agreement will set forth the definitive
and controlling terms and conditions governing payment of the consideration for the acquisition of Mirai, and that in the event of any
conflict between the Advisory Agreement and the Purchase Agreement with respect to the purchase price, payment timing, installment conditions,
withholding, reduction, set-off, adjustment, refund, termination, rescission or unwinding rights, the terms of the Purchase Agreement
shall prevail and control.
The foregoing descriptions of the Advisory Agreement, the Purchase
Agreement and the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements,
copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this report on Form 6-K and are incorporated herein by
reference.
Incorporation by Reference
This report of foreign private issuer on Form 6-K
is hereby incorporated by reference into (i) the registration statement on Form F-3 of the Company (File Number 333-294010),
as amended, and (ii) the registration statement on Form S-8 of the Company (File Number 333-278269), as amended, and into the
prospectus outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently
filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
EXHIBIT INDEX
Exhibit
No. |
|
Description |
| 10.1* |
|
Acquisition
Advisory and Coordination Agreement, dated April 15, 2026, by and between Mansions Catering and Hotel LTD and Broad Investment
Securities LLC. |
| 10.2* |
|
Share
Purchase Agreement, dated May 6, 2026, by and among Mansions Catering and Hotel LTD, Leyong Lin (林楽勇) and
Mirai Co., Ltd. (株式会社みらい). |
| 10.3 |
|
Amendment
No. 1 to Acquisition Advisory and Coordination Agreement, dated May 6, 2026, by and between Mansions Catering and Hotel
LTD and Broad Investment Securities LLC. |
*Certain personally identifiable information has
been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. Certain schedule to this agreement has been omitted
pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit
to the U.S. Securities and Exchange Commission upon request.
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.
| |
MDJM LTD |
| |
|
| Date: May 6, 2026 |
By: |
/s/ Siping Xu |
| |
Name: |
Siping Xu |
| |
Title: |
Chief Executive Officer and Chairman of the Board of Directors |
