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:
Regulation FD Disclosure
On May 13, 2026, MDJM LTD issued a press release announcing that
it will host a virtual investor meeting via Zoom on May 15, 2026, beginning at 9:30 a.m. Eastern Time. A copy of the press release
is furnished as Exhibit 99.1 to this Report on Form 6-K.
As previously disclosed in the Report on Form 6-K furnished by
MDJM LTD on May 6, 2026, Mansions Catering and Hotel LTD, a United Kingdom company and a wholly-owned subsidiary of MDJM LTD (the
“Company”), Leyong Lin (the “Seller”), and Mirai Co., Ltd. (株式会社みらい),
a corporation incorporated under the laws of Japan (“Mirai”), entered into a Share Purchase Agreement (the “Purchase
Agreement”). Pursuant to the Purchase Agreement, Mansions Catering and Hotel LTD agreed to purchase from the Seller 45 issued shares
of common stock of Mirai, representing 75% of the issued and outstanding shares of common stock of Mirai, upon the terms and subject to
the conditions set forth therein.
On May 13, 2026, the Company issued a press release announcing
the entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.2 to this Report on Form 6-K.
The press releases furnished as Exhibits 99.1 and 99.2 to this Report
on Form 6-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section.
EXHIBIT INDEX
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release titled “MDJM
LTD to Host Virtual Investor Meeting on May 15, 2026,” dated May 13, 2026 |
| 99.2 |
|
Press Release titled “MDJM Ltd. (OTC: UOKAF) Enters into Share Purchase Agreement to Acquire Controlling Stake in Japan-Based Mirai Co., Ltd.,” dated May 13, 2026 |
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 20, 2026 |
By: |
/s/ Siping Xu |
| |
Name: |
Siping Xu |
| |
Title: |
Chief Executive Officer and Chairman of the Board of Directors |
Exhibit 99.1
MDJM LTD to Host Virtual Investor Meeting on
May 15, 2026
LETHAM, Scotland, May 13, 2026 /PRNewswire/ -- MDJM LTD (OTC:
UOKAF) (the "Company" or "MDJM"), an integrated global culture-driven asset management company, today announced that
it will host a virtual investor meeting via Zoom on Friday, May 15, 2026, beginning at 9:30 a.m. Eastern Time.
During the meeting, the Company’s management team is expected
to present the Company’s vision for its current business stage and related challenges, recent business developments and milestones,
ongoing strategic initiatives, and future development plans, including advancements in international animation intellectual property
development and international collaboration initiatives, Scottish cultural project and animation museum development, as well as acquisition
and commercialization initiatives.
The virtual investor meeting will be open to investors and interested
parties.
Virtual Investor Meeting Details
Date: Friday, May 15, 2026, 9:30 a.m. ET
Zoom Meeting Link:
https://us06web.zoom.us/j/87101151746?pwd=UO71grewBaO7g9FpiOB8IEhqjSTuM7.1
Meeting ID: 871 0115 1746
Passcode: 319270
About MDJM LTD
MDJM LTD is a global culture-driven asset management company focused
on transforming historical properties into cultural hubs that integrate modern digital technology with rich historical value. The Company
has been expanding its operations in the UK, where it is developing projects such as Fernie Castle in Scotland and the Robin Hill Property
in England. These properties are being remodeled into multi-functional cultural venues that will feature fine dining, hospitality services,
art exhibitions, and cultural exchange events. Fernie Castle is undergoing comprehensive architectural and landscape renovation planning
in design collaboration with renowned architectural firm Kengo Kuma and Associates. As part of its broader strategy, MDJM seeks to position
itself as a hub for artisan exchanges, art shows, and sales, leveraging its historical properties as platforms for promoting Eastern
and Western cultural exchanges. This initiative reflects the Company's commitment to furthering its global market expansion and enhancing
its cultural business footprint. For more information regarding the Company, please visit https://www.ir-uoka.com/.
Forward-Looking Statements
This announcement contains forward-looking statements. All statements
other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve
known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends
that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors
can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate,"
"aim," "estimate," "intend," "plan," "believe," "potential," "continue,"
"is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements
to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the
Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations
will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to review other factors that may affect its future results in the Company's annual report on Form 20-F
and its other filings with the U.S. Securities and Exchange Commission.
Investor Contact:
Sherry Zheng
WAVECREST GROUP INC.
Phone: +1 718-213-7386
Email: sherry@wavecrestipo.com
Exhibit 99.2
MDJM Ltd. (OTC: UOKAF) Enters into Share Purchase
Agreement to Acquire Controlling Stake in Japan-Based Mirai Co., Ltd.
LETHAM, Scotland, May 13, 2026 /PRNewswire/
-- MDJM Ltd. (OTC: UOKAF) (the “Company”), an integrated global culture-driven asset management company, today announced
that, through its wholly-owned subsidiary, MANSIONS CATERING AND HOTEL LTD, it has entered into a share purchase agreement to acquire
a 75% equity interest in Mirai Co., Ltd. (株式会社みらい) (“Mirai”), a Japan-based
company.
The closing of the acquisition is subject to
customary closing conditions and other conditions set forth in the share purchase agreement. If completed, the acquisition is expected
to mark a significant strategic step in the Company’s efforts to build global animation intellectual property commercialization
and distribution capabilities.
The transaction is being implemented through
a coordinated acquisition structure, with support from Broad Investment Securities LLC, and is structured through a series of agreements,
including equity transfer arrangements and post-closing management frameworks.
Strategic Expansion into Global IP Commercialization
If completed, the acquisition is expected to
support the Company’s strategic transition from content development toward the establishment of a full-stack IP commercialization
capability, aimed at strengthening downstream commercialization and distribution channels.
Expanding Global Market Access Through Japan
Japan remains one of the most mature markets
globally for animation, IP merchandising, and cultural product commercialization. By anchoring its commercial capabilities in Japan,
the Company expects to enhance its ability to:
| · | Integrate
into a developed animation and commercial ecosystem; |
| · | Expand
IP-driven product offerings across Asia, Europe, and North America; and |
| · | Establish
long-term relationships with international distribution channels and platforms. |
This is expected to enhance the Company’s
ability to extend IP value from content creation into sustainable commercial revenue streams.
Financial Consolidation and Revenue Scale
Enhancement
Upon completion of the transaction, the Company
expects to consolidate Mirai into its financial statements.
Based on historical financial information provided
by Mirai, which has not been audited, Mirai has represented an annualized revenue scale of approximately US$30 million, reflecting an
established and ongoing operating business.
Such information is derived from historical data
currently available to the Company and does not constitute a guarantee or projection of Mirai’s future financial performance, nor
should it be interpreted as a forward-looking statement. The relevant financial information will be subject to audit and confirmation
in accordance with applicable accounting standards following completion of the transaction.
About Mirai Co., Ltd.
Mirai is a Japan-based supply chain company primarily
engaged in the supply of consumer electronics and cosmeceutical products to corporate distributors. Mirai operates through established
distribution networks and provides capabilities supporting product commercialization and market expansion.
About MDJM LTD
MDJM LTD is a global culture-driven asset management company focused
on transforming historical properties into cultural hubs that integrate modern digital technology with rich historical value. The Company
has been expanding its operations in the UK, where it is developing projects such as Fernie Castle in Scotland and the Robin Hill Property
in England. These properties are being remodeled into multi-functional cultural venues that will feature fine dining, hospitality services,
art exhibitions, and cultural exchange events. Fernie Castle is undergoing comprehensive architectural and landscape renovation planning
in design collaboration with renowned architectural firm Kengo Kuma and Associates. As part of its broader strategy, MDJM seeks to position
itself as a hub for artisan exchanges, art shows, and sales, leveraging its historical properties as platforms for promoting Eastern
and Western cultural exchanges. This initiative reflects the Company's commitment to furthering its global market expansion and enhancing
its cultural business footprint. For more information regarding the Company, please visit https://www.ir-uoka.com/.
Forward-Looking Statements
This announcement contains forward-looking statements. All statements
other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve
known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends
that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors
can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate,"
"aim," "estimate," "intend," "plan," "believe," "potential," "continue,"
"is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements
to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the
Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations
will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to review other factors that may affect its future results in the Company's annual report on Form 20-F
and its other filings with the U.S. Securities and Exchange Commission.
Investor Contact:
Sherry Zheng
WAVECREST GROUP INC.
Phone: +1 718-213-7386
Email: sherry@wavecrestipo.com
