MDJM (NASDAQ: UOKA) secures 75% stake in Mirai and plans share issuance

Rhea-AI Filing Summary

MDJM LTD has completed its previously announced acquisition of a controlling 75% equity interest in Mirai Co., Ltd. through its wholly owned UK subsidiary, Mansions Catering and Hotel LTD. The Purchaser acquired 45 issued shares of Mirai common stock, representing 75% of Mirai’s issued and outstanding common shares.

On the same date, the parties signed Amendment No. 1 to the Share Purchase Agreement. The amendment provides that the third installment of the purchase price will be paid by issuing 730,000 newly issued Class A ordinary shares of MDJM at a deemed price of US$0.575 per share, subject to specified post-closing conditions. The amendment also adds disclosure schedules and a special tax audit indemnity under which the seller is responsible for losses related to certain pending tax audits.

Insights

Cross-border M&A and equity analyst

MDJM secures control of Mirai with equity-funded consideration and tax protections.

MDJM LTD now controls 75% of Japanese company Mirai Co., Ltd., gaining a majority stake via its UK subsidiary. This shifts Mirai from an external partner to a controlled entity, potentially integrating its operations more closely with MDJM’s strategy.

The amendment specifies that the third purchase-price installment will be settled in equity: 730,000 newly issued Class A shares at a deemed US$0.575 per share. This reduces immediate cash outlay and ties part of the deal value to MDJM’s share performance, while introducing some dilution whose scale is not quantified here.

The inclusion of a special tax audit undertaking and indemnity, covering certain pending tax audits, allocates defined tax-related risks back to the seller. Subsequent company filings may detail how Mirai’s consolidation and any tax-audit outcomes influence MDJM’s reported results.

Key Figures

Mirai shares acquired: 45 shares Ownership stake in Mirai: 75% MDJM shares for third installment: 730,000 Class A ordinary shares +1 more

4 metrics

Mirai shares acquired 45 shares Issued shares of Mirai common stock purchased by Purchaser

Ownership stake in Mirai 75% Portion of Mirai’s issued and outstanding common stock acquired

MDJM shares for third installment 730,000 Class A ordinary shares Newly issued shares to satisfy third installment of purchase price

Deemed issuance price US$0.575 per share Price used to value MDJM shares issued for third installment

Key Terms

Share Purchase Agreement, Amendment No. 1 to Share Purchase Agreement, deemed issuance price, indemnify, +1 more

5 terms

Share Purchase Agreement financial

"entered into a Share Purchase Agreement (the “Purchase Agreement”), pursuant to which the Purchaser agreed to purchase"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

Amendment No. 1 to Share Purchase Agreement financial

"entered into Amendment No. 1 to Share Purchase Agreement (the “Amendment”). Pursuant to the Amendment, the Company joined"

deemed issuance price financial

"730,000 newly issued Class A ordinary shares of the Company at a deemed issuance price of US$0.575 per share"

indemnify financial

"the Seller agreed to be responsible for, and to indemnify the Company, the Purchaser, Mirai and certain related parties"

To indemnify means to promise to cover or reimburse someone for losses, costs, or legal claims that arise from a specified action or event. For investors, indemnification shifts potential financial risk—like a safety net or warranty—so a party that agrees to indemnify protects others from unexpected liabilities, which can affect a company’s future expenses, deal terms, and perceived investment risk.

incorporated by reference regulatory

"This report of foreign private issuer on Form 6-K is hereby incorporated by reference into the registration statement"

FAQ

What acquisition did MDJM LTD (UOKA) complete in June 2026?

MDJM LTD completed the acquisition of a 75% equity interest in Mirai Co., Ltd. through its wholly owned subsidiary. The purchaser acquired 45 issued shares of Mirai common stock, giving MDJM a controlling stake in the Japanese company.

How much of Mirai Co., Ltd. does MDJM LTD now own?

MDJM LTD, via its subsidiary, now owns 45 issued shares of Mirai Co., Ltd., representing 75% of Mirai’s issued and outstanding common stock. This majority position gives MDJM control over Mirai’s corporate decisions and strategic direction.

How will MDJM LTD pay the third installment for the Mirai acquisition?

The third installment of the Mirai purchase price will be paid in MDJM equity. The company will issue 730,000 newly issued Class A ordinary shares to the seller or his nominee at a deemed issuance price of US$0.575 per share, subject to post-closing conditions.

What is the deemed issuance price of MDJM LTD shares in the Mirai deal?

The third installment will be satisfied by issuing Class A ordinary shares at a deemed price of US$0.575 per share. MDJM will issue 730,000 new shares to the seller or his nominee, contingent on satisfaction or waiver of specified post-closing conditions in the agreement.

Does the Mirai acquisition amendment include any tax-related protections for MDJM LTD?

Yes. The amendment includes a special tax audit undertaking and indemnity from the seller. The seller agreed to be responsible for, and indemnify MDJM, the purchaser, Mirai and related parties against losses arising from certain pending tax audits disclosed in the schedules.

Are the Mirai acquisition terms incorporated into MDJM LTD’s existing registration statements?

Yes. This Form 6-K is incorporated by reference into MDJM’s registration statements on Form F-3 (File 333-294010) and Form S-8 (File 333-278269), and the related prospectuses, to the extent not later superseded by subsequent company filings.

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 06/11/2026 - 05:00 PM Learn about SEC filing dates

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: 001-38768

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:

Form 20-F x Form 40-F ¨

Closing of Acquisition of 75% Equity Interest in Mirai Co., Ltd.

As previously disclosed in the Company’s report on Form 6-K furnished to the U.S. Securities and Exchange Commission on May 6, 2026, on May 6, 2026, Mansions Catering and Hotel LTD (the “Purchaser”), a United Kingdom company and wholly-owned subsidiary of MDJM LTD (the “Company”), Leyong Lin (林楽勇) (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 which the Purchaser 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 June 11, 2026, the transactions contemplated by the Purchase Agreement were completed. As a result of the closing, the Purchaser acquired 45 issued shares of common stock of Mirai, representing 75% of the issued and outstanding shares of common stock of Mirai.

Entry into the Amendment No.1 to Share Purchase Agreement

On June 11, 2026, the Purchaser, the Seller, Mirai and the Company entered into Amendment No. 1 to Share Purchase Agreement (the “Amendment”). Pursuant to the Amendment, the Company joined the Purchase Agreement as a party solely for purposes of issuing Class A ordinary shares of the Company in satisfaction of the third installment of the purchase price, as described below, and performing its obligations expressly set forth in the Amendment.

The Amendment provides that the third installment of the purchase price under the Purchase Agreement will be satisfied by the issuance by the Company to the Seller or his nominee of 730,000 newly issued Class A ordinary shares of the Company at a deemed issuance price of US$0.575 per share, subject to the satisfaction in full or written waiver by the Purchaser of the applicable post-closing payment conditions set forth in the Purchase Agreement, as amended by the Amendment. The Amendment also incorporates the disclosure schedules delivered by the Seller and Mirai into the Purchase Agreement. In addition, the Amendment includes a special tax audit undertaking and indemnity pursuant to which the Seller agreed to be responsible for, and to indemnify the Company, the Purchaser, Mirai and certain related parties against, losses arising out of or relating to certain pending tax audits disclosed in the disclosure schedules, subject to the terms set forth in the Amendment.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is furnished as Exhibit 10.1 to this Report on Form 6-K and 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*		Amendment No. 1 to Share Purchase Agreement, dated June 11, 2026, by and among Mansions Catering and Hotel LTD, Leyong Lin (林楽勇), Mirai Co., Ltd. (株式会社みらい), and MDJM LTD.

*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: June 11, 2026	By:	/s/ Siping Xu
	Name:	Siping Xu
	Title:	Chief Executive Officer and Chairman of the Board of Directors

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 28.4 KB