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1、2025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm1/159 As Filed with the Securities and Exchange Commission on May 8,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWA

2、SHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 QMMM HOLDINGS LIMITED(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 7371 Not Applicable(State or other jurisdiction of(Primary Standard I

3、ndustrial(I.R.S.Employerincorporation or organization)Classification Code Number)Identification number)Mr.Bun KWAIQMMM Holdings LimitedUnit 1301,Block C,Sea View Estate,8 Watson Road Tin Hau,Hong KongTel:+(852)3549-6889(Address,including zip code,and telephone number,including area code,of Registran

4、ts principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168Phone:(800)221-0102Fax:(800)944-6607(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Lawrence S.Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Con

5、naught Place CentralHong KongTelephone:+852-3923-1111 Ross D.Carmel,Esq.Shane Wu,Esq.Sichenzia Ross Ference Carmel LLP1185 Avenue of the Americas,31st floorNew York,NY 10036Telephone:(212)930-9700 Approximate date of commencement of proposed sale to the public:as soon as practicable after the effect

6、ive date of thisregistration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursua

7、nt to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,chec

8、k the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.2025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-

9、1.htm2/159If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registr

10、ant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition perio

11、d for complying with any new or revised financial accountingstandards provided pursuant to section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification aft

12、er April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in accordance

13、with Section 8(a)of the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),maydetermine.2025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Arc

14、hives/edgar/data/1971542/000164117225009184/formf-1.htm3/159 The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities untilthe registration statement filed with the Securities and Exchange Commission is effective.This preliminary prospectus i

15、snot an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer orsale is not permitted.PRELIMINARY PROSPECTUSSubject to CompletionDated May 8,2025 Up to 40,000,000 Class A Ordinary Shares QMMM Holdings Limited.We are offering on a b

16、est efforts basis up to 40,000,000 class A Ordinary Shares,par value US$0.0001 per share(the“Class AOrdinary Shares”)of QMMM Holdings Limited,an exempted company incorporated in the Cayman Islands with limited liabilitywhose principal place of business is in Hong Kong,at an assumed offering price of

17、 US$0.2 per share.Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol“QMMM.”On May 6,2025,the lastreported sales price of our Class A Ordinary Shares on the Nasdaq Capital Market was US$0.74 per share.The public offering pricefor the securities in this offering will

18、be determined at the time of pricing and may be at a discount to the current market price at thetime.Therefore,the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.The final public offering price will be determined through negotiation be

19、tween us,the Placement Agents,and the investors basedupon a number of factors,including our history and our prospects,the industry in which we operate,our past and present operatingresults,the previous experience of our executive officers and the general condition of the securities markets at the ti

20、me of thisoffering.The securities will be offered at a fixed price and are expected to be issued in a single closing.We expect this offering to becompleted not later than sixty(60)business days following the commencement of sales in this offering(the effective date of theregistration statement of wh

21、ich this prospectus forms a part)and we will deliver all securities to be issued in connection with thisoffering delivery versus payment/receipt versus payment upon receipt of investor funds received by us.Accordingly,neither we northe Placement Agents have made any arrangements to place investor fu

22、nds in an escrow account or trust account since thePlacement Agents will not receive investor funds in connection with the sale of the securities offered hereunder.Any proceeds from the sale of Class A Ordinary Shares offered by us will be available for our immediate use,despite uncertaintyabout whe

23、ther we would be able to use such funds to effectively implement our business plan.See“Risk Factors”on page 13 formore information.We are an“emerging growth company,”as that term is used in the Jumpstart Our Business Startups Act of 2012,and willbe subject to reduced public company reporting require

24、ments.Investing in our Class A Ordinary Shares is highly speculative and involves a significant degree of risk.See“Risk Factors”beginning on page 13 of this prospectus for a discussion of information that should be considered before making a decisionto purchase our Class A Ordinary Shares.Neither th

25、e Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus.Any representation to the contrary is a criminaloffense.PerOrdinaryShare Total Public offering price$0.2$8,000,000 Placement ag

26、ent commissions(1)$(0.012)$(480,000)Proceeds to the Company before expenses$0.188$7,520,000 2025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm4/159(1)We have agreed to pay Pacific Century Secu

27、rities,LLC and Revere Securities LLC(the“Placement Agents”)commission of6.0%of the aggregate gross proceeds raised in this offering.We have also agreed to(i)reimburse the Placement Agents for upto$100,000 for certain expenses;and(ii)provide a non-accountable expense allowance equal to 1.0%of the gro

28、ss proceeds ofthis offering payable to the Placement Agents.For a description of compensation payable to the Placement Agents,see“Planof Distribution.”We have engaged Pacific Century Securities,LLC and Revere Securities LLC as our exclusive placement agents to use theirreasonable best efforts to sol

29、icit offers to purchase our securities in this offering.The Placement Agents have no obligation topurchase any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of thesecurities.Because there is no minimum offering amount required as a condition

30、 to closing in this offering,the actual publicoffering amount,placement agents fee and proceeds to us,if any,are not presently determinable and may be substantially less thanthe total maximum offering amounts set forth above and throughout this prospectus.We have agreed to pay the Placement Agentsth

31、e placement agent fees set forth in the table below.See“Plan of Distribution”in this prospectus for more information.2025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm5/159 We are not an opera

32、ting company but rather a Cayman Islands holding company without material operations and our business isconducted by our subsidiaries in Hong Kong and this structure involves unique risks to investors.Although we have directownership of our operating entities in Hong Kong and currently do not have o

33、r intend to have any contractual arrangement toestablish a variable interest entity(VIE)structure with any entity in mainland China,Chinese government may still exercisesignificant oversight over the business in Hong Kong and Chinese regulatory authorities could disallow this structure,which wouldli

34、kely result in a material change in our operations and/or a material change in the value of the securities are registering for sale,including that it could cause the value of such securities to significantly decline or become worthless.See“Risk FactorsRecently,the PRC government initiated a series o

35、f regulatory actions and statements to regulate business operations in certainareas in mainland China with little or no advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over mainland China-based companies listed overseas using the variable i

36、nterest entity structure,adoptingnew measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.In the future,we may be subject to PRC laws and regulations related to the current business operations of our operating subsidiaries and anychanges in suc

37、h laws and regulations and interpretations may impair their ability to operate profitably,which could result in amaterial negative impact on their operations and/or the value of the securities we are registering for sale.”This is an offering of the Class A Ordinary Shares of QMMM Holdings Limited,th

38、e holding company incorporated in the CaymanIslands,instead of shares of our operating entities in Hong Kong.You may never directly hold any equity interest in our operatingentities.All of our operations are conducted by our subsidiary in Hong Kong.Our Company currently does not have any substantive

39、operations in mainland China.Accordingly,the PRC laws and regulations do not currently have any material impact on ourbusiness,financial condition and results of operations.However,in the event that we or our Hong Kong subsidiaries were tobecome subject to PRC laws and regulations,we could incur mat

40、erial costs to ensure compliance,and we or our Honk Kongsubsidiaries might be subject to fines,experience devaluation of securities or delisting,no longer be permitted to conduct offeringsto foreign investors,andor no longer be permitted to continue business operations as presently conduct.Although

41、we have directownership of our operating entities in Hong Kong and currently do not have or intend to have any contractual arrangement toestablish a variable interest entity(VIE)structure with any entity in mainland China,we are still subject to certain legal andoperational risks associated with our

42、 operating subsidiaries being based in Hong Kong and having all of its operations to date inHong Kong.Additionally,the legal and operational risks associated in mainland China may also apply to operations in Hong Kong,and we face the risks and uncertainties associated with the complex and evolving P

43、RC laws and regulations and as to whether andhow the recent PRC government statements and regulatory developments,such as those relating to data and cyberspace security,and anti-monopoly concerns,would be applicable to companies such as our operating entities or QMMM Holdings,given oursubstantial op

44、erations in Hong Kong and the Chinese government may exercise significant oversight over the business in HongKong.These risks could result in material changes in our operations and/or the value of the securities we are registering for sale orcould significantly limit or completely hinder our ability

45、 to offer or continue to offer securities to investors and cause the value ofsuch securities to significantly decline or be worthless.Recently,the PRC government initiated a series of regulatory actions andstatements to regulate business operations in certain areas in China with little advance notic

46、e,including a cracking down on illegalactivities in the securities market,enhancing supervision over China-based companies listed overseas,adopting new measures toextend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement,which may in the futureimpact our abilit

47、y to conduct out business,accept foreign investments or list on a U.S.or other foreign exchange if we were tobecome subject to such regulations.Nevertheless,since these statements and regulatory actions are new,it is highly uncertain howsoon the legislative or administrative regulation making bodies

48、 will respond and what existing or new laws or regulations ordetailed implementations and interpretations will be modified or promulgated,if any.It is also highly uncertain what the potentialimpacts such modified or new laws and regulations will have on our business operations,its ability to accept

49、foreign investmentsand the listing of our Class A Ordinary Shares on a U.S.or other foreign exchanges.If certain PRC laws and regulations were tobecome applicable to a company in Hong Kong,such as QMMM Holdings in the future,the application of such laws andregulations may have a material adverse imp

50、act on our business,financial condition and results of operations and our ability tooffer or continue to offer securities to investors,any of which may cause the value of our securities,including the Class A OrdinaryShares,to significantly decline or become worthless.2025/5/10 23:44sec.gov/Archives/

51、edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm6/159 The Holding Foreign Companies Accountable Act,or the HFCA Act,was enacted on December 18,2020.In accordance with theHFCA Act,trading in securities of any registrant on

52、a national securities exchange or in the over-the-counter trading market in theUnited States may be prohibited if the PCAOB determines that it cannot inspect or fully investigate the registrants auditor for threeconsecutive years beginning in 2021,and,as a result,an exchange may determine to delist

53、the securities of such registrant.OnDecember 29,2022,a legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)wassigned into law by President Biden,which has shortened the Holding Foreign Companies Accountable Acts timeline for a potentialtrading prohibition

54、from three years to two years,thus reducing the time period before our securities may be prohibited fromtrading or delisted if our auditor is unable to meet the PCAOB inspection requirement.The Companys auditor,WWC,P.C.isheadquartered in the U.S.and the Public Company Accounting Oversight Board(Unit

55、ed States)(the“PCAOB”)currently hasaccess to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOBon December 16,2021,which determinations were vacated on December 15,2022.The Holding Foreign Companies AccountableAct and related regulat

56、ions currently does not affect the Company as the Companys auditor is subject to PCAOBs inspection andinvestigation.See“Risk Factors The Holding Foreign Companies Accountable Act,or the HFCA Act,and the related regulationsare evolving quickly.Further implementations and interpretations of or amendme

57、nts to the HFCA Act or the related regulations,ora PCAOBs determination of its lack of sufficient access to inspect our auditor,might pose regulatory risks to and imposerestrictions on us because of our operations in Hong Kong.A potential consequence is that our Class A Ordinary Shares may bedeliste

58、d by the exchange.The delisting of our Class A Ordinary Shares,or the threat of our Class A Ordinary Shares being delisted,may materially and adversely affect the value of your investment.Additionally,the inability of the PCAOB to conduct fullinspections of our auditor deprives our investors of the

59、benefits of such inspections.”There has been no cash flows and transfers of assets between the holding company and its subsidiaries other than amount due toManyMany Creation by the holding company for the payment of certain expenses including expenses for this offering for$1,219,447 which shown in r

60、elated party transactions and$181,787 for salaries of executive officers of the Company as of end ofthe fiscal year 2023.See Consolidated Financial Statements and See Summary of Risk Factors Risks Relating to Doing Businessin Hong Kong-We may become subject to a variety of PRC laws and other obligat

61、ions regarding overseas listing rules and datasecurity,and any failure to comply with applicable laws and obligations could have a material adverse effect on our business,financial condition and results of operations.”None of our subsidiaries has made any dividend payment or distribution to ourholdi

62、ng company as of the date this prospectus and they have no plans to make any distribution or dividend payment to the holdingcompany in the near future.Neither the Company nor any of its subsidiaries has made any dividends or distributions to U.S.investors as of the date of this prospectus.All our su

63、bsidiaries are in Hong Kong and BVI,there is no restrictions on foreignexchange for our subsidiaries and holding company and they are able to transfer cash or assets among these entities,across bordersand to US investors.Also,there is no restrictions and limitations on the abilities for them to dist

64、ribute earnings from theirbusinesses,including from subsidiaries to the parent company or from the holding company to the U.S.investors as well as theabilities to settle amounts owed.However,PRC may impose greater restrictions on our Hong Kong subsidiaries abilities to transfercash out of Hong Kong

65、and to the holding company,which could adversely affect our business,financial condition and results ofoperations.To the extent cash or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity,the funds or assetsmay not be available to fund operations or for other use outside of the

66、PRC/Hong Kong due to interventions in or the imposition ofrestrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.See“RiskFactors We may become subject to a variety of PRC laws and other obligations regarding overseas listing rules and d

67、atasecurity,and any failure to comply with applicable laws and obligations could have a material adverse effect on our business,financial condition and results of operations.”We did not adopt or maintain any cash management policies and procedures as ofthe date of this prospectus.There is no further

68、 Cayman Islands,BVI or Hong Kong statutory restriction on the amount of fundswhich may be distributed by us by dividend.The terms“the Company”,“QMMM Holdings”,“we”,“us”,“our company”,and“our”refer to QMMM Holdings Limited,anexempted company with limited liability incorporated under the laws of the C

69、ayman Islands and its subsidiaries.We currentlyconduct our business through our wholly owned subsidiaries Quantum Matrix Limited and ManyMany Creations Limited,bothincorporated under the laws of Hong Kong,which engage in the business of digital media advertising and marketing productionservices.The

70、securities offered in this prospectus are securities of QMMM Holdings,our Cayman Islands holding company andinvestors are purchasing an interest in QMMM Holdings,not our operating entities in Hong Kong.The date of this prospectus is,2025 2025/5/10 23:44sec.gov/Archives/edgar/data/1971542/00016411722

71、5009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm7/159 TABLE OF CONTENTS PagePROSPECTUS SUMMARY1RISK FACTORS13SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS37USE OF PROCEEDS38DIVIDEND POLICY39CAPITALIZATION39DILUTION40PLAN OF DISTRIBUTION41EXCHANGE R

72、ATE INFORMATION43ENFORCEABILITY OF CIVIL LIABILITIES44CORPORATE HISTORY AND STRUCTURE45MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS49INDUSTRY OVERVIEW63BUSINESS71REGULATIONS77MANAGEMENT80PRINCIPAL SHAREHOLDERS85RELATED PARTY TRANSACTIONS87SHARES ELIGIBLE FOR FU

73、TURE SALE87DESCRIPTION OF SHARE CAPITAL88TAXATION94EXPENSES RELATING TO THIS OFFERING99LEGAL MATTERS99EXPERTS99WHERE YOU CAN FIND ADDITIONAL INFORMATION99INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 i 2025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.go

74、v/Archives/edgar/data/1971542/000164117225009184/formf-1.htm8/159 About this Prospectus This prospectus is part of the registration statement that we filed with the Securities and Exchange Commission(the“SEC”)pursuant to which the Selling Shareholders named herein may,from time to time,offer and sel

75、l or otherwise dispose of the Class AOrdinary Shares covered by this prospectus.As permitted by the rules and regulations of the SEC,the registration statement filedby us includes additional information not contained in this prospectus.This prospectus and the documents incorporated by reference into

76、 this prospectus include important information about us,thesecurities being offered and other information you should know before investing in our securities.You should not assume that theinformation contained in this prospectus is accurate on any date subsequent to the date set forth on the front co

77、ver of thisprospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the documentincorporated by reference,even though this prospectus is delivered or shares of Class A Ordinary Shares are sold or otherwisedisposed of on a later date.It is

78、important for you to read and consider all information contained in this prospectus,including thedocuments incorporated by reference therein,in making your investment decision.You should also read and consider theinformation in the documents to which we have referred you under“Where You Can Find Mor

79、e Information”and“Incorporation ofCertain Information by Reference”in this prospectus.You should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in thisprospectus.We have not,and the Selling Shareholders have not,authorized anyone to give any i

80、nformation or to make anyrepresentation to you other than those contained or incorporated by reference in this prospectus.If anyone provides you withdifferent or inconsistent information,you should not rely on it.This prospectus does not constitute an offer to sell or the solicitationof an offer to

81、buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in suchjurisdiction.We further note that the representations,warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference in

82、 this prospectus were made solely for the benefit of the parties to such agreement,including,in some cases,for the purpose of allocating risk among the parties to such agreements,and should not be deemed to be arepresentation,warranty or covenant to you.Moreover,such representations,warranties or co

83、venants were accurate only as of thedate when made.Accordingly,such representations,warranties and covenants should not be relied on as accurately representing thecurrent state of our affairs.Unless otherwise indicated,information contained or incorporated by reference in this prospectus concerning

84、our industry,including our general expectations and market opportunity,is based on information from our own management estimates andresearch,as well as from industry and general publications and research,surveys and studies conducted by third parties.Management estimates are derived from publicly av

85、ailable information,our knowledge of our industry and assumptions based onsuch information and knowledge,which we believe to be reasonable.In addition,assumptions and estimates of our and ourindustrys future performance are necessarily uncertain due to a variety of factors,including those described

86、in“Risk Factors”beginning on page 13 of this prospectus.These and other factors could cause our future performance to differ materially from ourassumptions and estimates.For investors outside the United States:We have not done anything that would permit the offering or possession or distribution oft

87、his prospectus in any jurisdiction where action for that purpose is required,other than in the United States.Persons outside theUnited States who come into possession of this prospectus must inform themselves about,and observe any restrictions relating to,the offering of the securities described her

88、ein and the distribution of this prospectus outside the United States.ii 2025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm9/159 Other Pertinent Information Unless otherwise indicated or the c

89、ontext requires otherwise,references in this prospectus to:“QMMM Holdings,”“QMMM,”“we,”“us,”“our company,”“the Company,”“Registrant,”and“our”are to QMMMHoldings Limited,a Cayman Islands exempted company with limited liability incorporated on July 29,2022,and itsdirectly and indirectly owned subsidia

90、ries;“Quantum Matrix”are to Quantum Matrix Limited,which was incorporated under the laws of Hong Kong on March 20,2014 and is a wholly owned operating subsidiary of Grade A Global Limited,a British Virgin Islands business company,which itself is a wholly owned subsidiary of QMMM Holdings;“ManyMany C

91、reations”are to ManyMany Creations Limited,which was incorporated under the laws of Hong Kong onJune 15,2005 and is a wholly owned operating subsidiary of Witty Time Holdings Limited,a British Virgin Islandsbusiness company,which itself is a wholly owned subsidiary of QMMM Holdings;“Memorandum and A

92、rticles of Association”is the second amended and restated memorandum and articles of associationof the Company adopted by special resolution passed on March 21,2025 “Class A Ordinary Share(s)”are to the Class A Ordinary Shares of QMMM Holdings with a par value of US$0.0001 pershare;“PCAOB”are to the

93、 Public Company Accounting Oversight Board;“HK$”or“HKD”are to the Hong Kong dollar,the legal currency of Hong Kong;“US$,”“U.S.dollars,”“$”and“dollars”are to the legal currency of the United States.Our business is conducted by our subsidiaries in Hong Kong,using the Hong Kong dollar.Our consolidated

94、financial statementsare presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,and liabilities in our consolidatedfinancial statements in U.S.dollars.These dollar references are based on the exchange rate of HKD to U.S.dollars,determined asof a specific date or for a

95、specific period.Changes in the exchange rate will affect the amount of our obligations and the value ofour assets in terms of U.S.dollars which may result in an increase or decrease in the amount of our obligations(expressed indollars)and the value of our assets,including accounts receivable(express

96、ed in dollars).iii 2025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm10/159 PROSPECTUS SUMMARY This summary provides an overview of selected information contained elsewhere or incorporated by

97、reference in this prospectusand does not contain all of the information you should consider before investing in our securities.You should carefully read theprospectus,the information incorporated by reference and the registration statement of which this prospectus is a part in theirentirety before i

98、nvesting in our securities,including the information discussed under“Risk Factors”in this prospectus and thedocuments incorporated by reference and our financial statements and related notes that are incorporated by reference in thisprospectus.Overview We are a holding company incorporated as an exe

99、mpted company with limited liability under the law of the Cayman Islands.OurClass A Ordinary Shares offered in this prospectus are shares of our Cayman Islands holding company.As a holding company withno material operations of our own,we conduct our business through our operating subsidiaries in Hon

100、g Kong.We own 100%equity interest of all our subsidiaries and do not have a variable interest entity,or VIE,structure.There is no contract orarrangement between the Company and its subsidiaries including those that affect the manner in which we operate,impact oureconomic rights,or impact our ability

101、 to control our subsidiaries.We are an award-winning digital media advertising service and virtual avatar&virtual apparel technology service company.Through our operating subsidiaries ManyMany Creations and Quantum Matrix,we have used interactive design,animation,art-tech and virtual technologies in

102、 over 500 commercial campaigns.We have worked with large domestic and international banks,realestate developers,world famous amusement park,top international athletic apparel and footwear brands and luxury cosmeticproducts and international brands for their advertising and creation work in Hong Kong

103、.Standing prominently in Hong Kong forover 18 years in the industry,with top creativity,premium account servicing,and ever-advancing tech R&D,we continue to be oneof the top premium choices for enterprises and multinational enterprises looking for large scale content-heavy and tech-integratedcampaig

104、ns.Our clients include local and international banks,real-estate developers,luxury brands,high fashion houses,and themeparks.Our subsidiary ManyMany Creations has stood out in the industry by breaking through traditional forms of advertising throughdigital technology.We endeavour to integrate qualit

105、y concepts with creative digital media technology and provide a one-stop shopfor content creativity and production for ad campaigns,TV commercials,online video,360 video and animation,VR/AR/MRtechnology,3D scanning,motion capture,projection mapping and digital faade production.In March 2014,our whol

106、ly owned subsidiary Quantum Matrix was incorporated,and it has launched digital avatar“QuantumHuman”and“Quantum Fit”solutions,which we believe is the worlds only avatar technology for mass adoption of virtual identity.Quantum Matrix has created over 30,000 digital avatars.Quantum Matrix owns two pat

107、ents in Hong Kong,providing among the worlds leading automated avatar creation as well as real-time auto-fitting for virtual fashion&apparel.The first patent is for our method of converting a three-dimensional(3D)scannedobject to an avatar.The method contains the steps of conducting a 3D segmentatio

108、n of the 3D scanned object to obtain segmentedresults;and adapting a first template to the segmented results to create an avatar.The first template includes a topology,and theadapting step contains the step of mapping the topology of the first template to the segmented results to create the avatar.T

109、heinvention provides an automated process which requires virtually no human intervention to convert the 3D scanned object to theavatar.The second patent is for our method of automatically fitting an accessory object to an avatar.The method contains the stepsof providing an avatar;providing an access

110、ory object;providing a template which the accessory object does not penetrate andfitting the accessory object to the avatar as a result of the template fitted to the avatar.The invention provides an automated processwhich requires virtually no human intervention to fit an accessory object(e.g.a garm

111、ent)to the avatar.These technologies are applied in commercial events,theme-parks,fashion shows,luxury events,entertainment industry,travel-retail,tech platform,among others.In addition,our technologies further provide a strong foundation to develop platforms for socialmedia,entertainment,virtual se

112、lf-expression,virtual influencers,tradable and sharable digital assets for consumers and creators.12025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm11/159 Our Competitive Strengths We believe

113、 the following strengths differentiate us from our competitors and are key drivers of our success:Capability of Providing Advertising Services by Integrated Quality Concepts with Creative Digital Media Technology The ability to provide one-stop content creativity&production for ad campaigns,TV comme

114、rcials,online video,360 video andanimation,VR/AR/MR technology,3D scanning,motion capture,projection mapping,and digital faade production is a keycomponent of our success.We are devoted to offering integrated quality concepts with creative digital media technology for a newtrend in advertising.We pr

115、ovide seamlessly combines creative content with patented inhouse technology to provide high qualitydigital advertising.We currently have 19 employees in our creative team and production team and 3 employees engaging in technology and R&D.Ourcreative team engages in creative-technology proposal draft

116、ing,design and art direction preproduction,and 3D content production.Our production team implements and produces the actual digital content in the form of computer animation and interactive 3-Dapplications.Our technology team develops the coding and produces the programming of our interactive applic

117、ations,as well astesting the integration of off-the-shelf and open-source technologies with our existing services.Our teams consist of(x)programmers in AI,CGI,platform,gaming,material physics;(y)digital artists,digital fashion designers,art directors,creativedirectors;and(z)interactive design artist

118、s.We believe our capabilities,particularly driven by our advanced media technologicalknowhow,are recognized and valued by advertisers and customers,which have enabled us to obtain and sustain a solid advertiserbase.Solid Advertiser Client Base Spanning a Wide Range of Industries Our advertiser clien

119、t base grew substantially since we started our business operations in 2005.Our revenue from advertisingservices slightly decreased from$2,807,909 in 2023 to$2,698,229 in 2024,while the number of advertisers we served slightlydecreased from 21 in 2023 to 20 in 2024.The decrease of revenue by$109,680

120、or 3.9%from fiscal year ended September 30,2023to the same period of 2024 is primarily due to slow recovery of international tourism from China and other countries to Hong Kongafter COVID-19 and various brands have not been spending on large-scale production for advertising and promotions in shoppin

121、gmalls and travel retailers in Hong Kong,which has negatively affected our revenue from advertising business.With more and moretourists coming to Hong Kong especially during traditional Chinese holidays,we expect the advertising spendings by brands andretailers will increase.The industries of our ad

122、vertiser client base include luxury property development,banking services,retailsales,and theme parks,among others.We believe our diverse advertiser client base helps us compete with other advertising service providers.Our relationships withadvertisers of a broad industry spectrum have also enabled

123、us to understand the demands and requirements of the advertisers andcommunicate with them in an accurate and efficient manner,which serves as our primary source to stay informed of the trends andevolutions of the media technologies.22025/5/10 23:44sec.gov/Archives/edgar/data/1971542/0001641172250091

124、84/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm12/159 Our Growth Strategy Having already established and developed a stable relationship with our major clients and gained the technical know-how,experience,and reputation in digital media advertising,virtual

125、 reality and augmented reality over 18 years of operations,we plan tobuild on our competitive strengths to expand our scale of business and further strengthen our market position in Hong Kong as wellas to engage in further overseas expansion.We have served large domestic and international banks,real

126、 estate developers,world famous amusement park,top internationalathletic apparel and footwear brands and luxury cosmetic products and international brands for their advertising and creation workin Hong Kong and plan to leverage our relationship with these clients and our expertise to further expand

127、our business overseas.Our primary targeted markets will be the major world centers of technology,art and fashion,namely New York,London,andDubai.We plan to either setup sales and marketing offices in these cities or form partnerships with local companies in the next 12-24 months and the plan is stil

128、l in the feasibility studies,evaluation and budgeting stage.We selected these markets,because theyoffer high concentrations of our target customer base:Fashion&retail apparel,finance,and technology.These markets are alsorelatively stable politically with developed capital markets and plenty of inves

129、tors.We are not an operating company but rather a Cayman Islands holding company without material operations and our business isconducted by our subsidiaries in Hong Kong and this structure involves unique risks to investors.Although we have directownership of our operating entities in Hong Kong and

130、 currently do not have or intend to have any contractual arrangement toestablish a variable interest entity(VIE)structure with any entity in mainland China,Chinese government may still exercisesignificant oversight over the business in Hong Kong and Chinese regulatory authorities could disallow this

131、 structure,which wouldlikely result in a material change in our operations and/or a material change in the value of the securities are registering for sale,including that it could cause the value of such securities to significantly decline or become worthless.See“Risk FactorsRecently,the PRC governm

132、ent initiated a series of regulatory actions and statements to regulate business operations in certainareas in mainland China with little or no advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over mainland China-based companies listed overs

133、eas using the variable interest entity structure,adoptingnew measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.In the future,we may be subject to PRC laws and regulations related to the current business operations of our operating subsidiari

134、es and anychanges in such laws and regulations and interpretations may impair their ability to operate profitably,which could result in amaterial negative impact on their operations and/or the value of the securities we are registering for sale.”As of the date of this prospectus,we are advised by Ho

135、ng Kong counsel,David Fong&Co.,that the Company is not required toobtain permission or approval from Hong Kong authorities to register and offer the securities to foreign investors or list and tradeon a U.S.or other foreign exchange.Should there be any change in applicable laws,regulations,or interp

136、retations,and we or anyof our subsidiaries are required to obtain such permissions or approvals in the future,we will strive to comply with the thenapplicable laws,regulations,or interpretations.However,if we did become subject to PRC laws/authorities,we could incurmaterial costs to ensure complianc

137、e,be subject to fines,experience devaluation of securities or delisting,no longer being able toconduct offerings to foreign investors,and no longer be permitted to continue our current business operations.This is an offering of the Class A Ordinary Shares of QMMM Holdings Limited,the holding company

138、 incorporated in the CaymanIslands,instead of shares of our operating entities in Hong Kong.You may never directly hold any equity interest in our operatingentities.All of our operations are conducted by our subsidiary in Hong Kong.Our Company currently does not have any substantiveoperations in mai

139、nland China.Accordingly,the PRC laws and regulations do not currently have any material impact on ourbusiness,financial condition and results of operations.However,in the event that we or our Hong Kong subsidiaries were tobecome subject to PRC laws and regulations,we could incur material costs to en

140、sure compliance,and we or our Hong Kongsubsidiaries might be subject to fines,experience devaluation of securities or delisting,no longer be permitted to conduct offeringsto foreign investors,and/or no longer be permitted to continue business operations as presently conduct.Although we have directow

141、nership of our operating entities in Hong Kong and currently do not have or intend to have any contractual arrangement toestablish a variable interest entity(VIE)structure with any entity in mainland China,we are still subject to certain legal andoperational risks associated with our operating subsi

142、diaries being based in Hong Kong and having all of its operations to date inHong Kong.Additionally,the legal and operational risks associated in mainland China may also apply to operations in Hong Kong,and we face the risks and uncertainties associated with the complex and evolving PRC laws and regu

143、lations and as to whether andhow the recent PRC government statements and regulatory developments,such as those relating to data and cyberspace security,and anti-monopoly concerns,would be applicable to companies such as our operating entities or QMMM Holdings,given oursubstantial operations in Hong

144、 Kong and the Chinese government may exercise significant oversight over the business in HongKong.These risks could result in material changes in our operations and/or the value of the securities we are registering for sale orcould significantly limit or completely hinder our ability to offer or con

145、tinue to offer securities to investors and cause the value ofsuch securities to significantly decline or be worthless.Recently,the PRC government initiated a series of regulatory actions andstatements to regulate business operations in certain areas in China with little advance notice,including a cr

146、acking down on illegalactivities in the securities market,enhancing supervision over China-based companies listed overseas,adopting new measures toextend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement,which may in the future2025/5/10 23:44sec.gov/Archives/e

147、dgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm13/159impact our ability to conduct out business,accept foreign investments or list on a U.S.or other foreign exchange if we were tobecome subject to such regulations.We belie

148、ve we are fully in compliance with the regulations or policies that have been issued bythe Cyberspace Administration of China(the“CAC”)and China Securities Regulatory Commission(“CSRC”)to date.As advisedby our Chinese counsel,Guangdong Wesley Law Firm,that the Company and its subsidiaries are not su

149、bject to the regulations andrules issued by CAC and CSRC.Nevertheless,since these statements and regulatory actions are new,it is highly uncertain howsoon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations ordetailed implementations a

150、nd interpretations will be modified or promulgated,if any.It is also highly uncertain what the potentialimpacts such modified or new laws and regulations will have on our business operations,its ability to accept foreign investmentsand the trading of our Class A Ordinary Shares on a U.S.or other for

151、eign exchanges.If certain PRC laws and regulations were tobecome applicable to a company in Hong Kong,such as QMMM Holdings in the future,the application of such laws andregulations may have a material adverse impact on our business,financial condition and results of operations and our ability tooff

152、er or continue to offer securities to investors,any of which may cause the value of our securities,including the Class A OrdinaryShares,to significantly decline or become worthless.32025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/dat

153、a/1971542/000164117225009184/formf-1.htm14/159 The Holding Foreign Companies Accountable Act,or the HFCA Act,was enacted on December 18,2020.In accordance with theHFCA Act,trading in securities of any registrant on a national securities exchange or in the over-the-counter trading market in theUnited

154、 States may be prohibited if the PCAOB determines that it cannot inspect or fully investigate the registrants auditor for threeconsecutive years beginning in 2021,and,as a result,an exchange may determine to delist the securities of such registrant.OnDecember 29,2022,a legislation entitled“Consolida

155、ted Appropriations Act,2023”(the“Consolidated Appropriations Act”)wassigned into law by President Biden,which has shortened the Holding Foreign Companies Accountable Acts timeline for a potentialtrading prohibition from three years to two years,thus reducing the time period before our securities may

156、 be prohibited fromtrading or delisted if our auditor is unable to meet the PCAOB inspection requirement.The Companys auditor,WWC,P.C.isheadquartered in the U.S.and the Public Company Accounting Oversight Board(United States)(the“PCAOB”)currently hasaccess to inspect the working papers of our audito

157、r and our auditor is not subject to the determinations announced by the PCAOBon December 16,2021,which determinations were vacated on December 15,2022.The Holding Foreign Companies AccountableAct and related regulations currently does not affect the Company as the Companys auditor is subject to PCAO

158、Bs inspection andinvestigation.See“Risk Factors The Holding Foreign Companies Accountable Act,or the HFCA Act,and the related regulationsare evolving quickly.Further implementations and interpretations of or amendments to the HFCA Act or the related regulations,ora PCAOBs determination of its lack o

159、f sufficient access to inspect our auditor,might pose regulatory risks to and imposerestrictions on us because of our operations in Hong Kong.A potential consequence is that our Class A Ordinary Shares may bedelisted by the exchange.The delisting of our Class A Ordinary Shares,or the threat of our C

160、lass A Ordinary Shares being delisted,may materially and adversely affect the value of your investment.Additionally,the inability of the PCAOB to conduct fullinspections of our auditor deprives our investors of the benefits of such inspections.”There has been no cash flows and transfers of assets be

161、tween the holding company and its subsidiaries other than amount due toManyMany Creation by the holding company for the payment of certain expenses including expenses for this offering for$1,219,447 which shown in related party transactions and$181,787 for salaries of executive officers of the Compa

162、ny as of end ofthe fiscal year 2023.See Consolidated Financial Statements.None of our subsidiaries has made any dividend payment ordistribution to our holding company as of the date this prospectus and they have no plans to make any distribution or dividendpayment to the holding company in the near

163、future.Neither the Company nor any of its subsidiaries has made any dividends ordistributions to U.S.investors as of the date of this prospectus.All our subsidiaries are in Hong Kong and BVI,there is norestrictions on foreign exchange for our subsidiaries and holding company and they are able to tra

164、nsfer cash or assets among theseentities,across borders and to US investors.Also,there is no restrictions and limitations on the abilities for them to distributeearnings from their businesses,including from subsidiaries to the parent company or from the holding company to the U.S.investors as well a

165、s the abilities to settle amounts owed.However,PRC may impose greater restrictions on our Hong Kongsubsidiaries abilities to transfer cash out of Hong Kong and to the holding company,which could adversely affect our business,financial condition and results of operations.See“Risk Factors We may becom

166、e subject to a variety of PRC laws and otherobligations regarding overseas listing rules and data security,and any failure to comply with applicable laws and obligations couldhave a material adverse effect on our business,financial condition and results of operations.”Corporate History and Structure

167、 QMMM Holdings Limited is an exempted company incorporated in the Cayman Islands with limited liability on July 29,2022 as aholding company.The Company is the parent company of(i)Grade A Global Limited,a British Virgin Islands business company incorporated onJuly 5,2022,which in turn wholly owns Qua

168、ntum Matrix Limited,a Hong Kong company;and(ii)Witty Time Holdings Limited,a British Virgin Islands business company incorporated on July 5,2022,which in turn wholly owns ManyMany Creations Limited,a Hong Kong company.The Company wholly owns each of Grade A Global Limited and Witty Time Holdings Lim

169、ited.ManyMany Creations Limited was incorporated in Hong Kong on June 15,2005.Quantum Matrix Limited was incorporated in Hong Kong on March 20,2014.Prior to the Reorganization below,Quantum Matrix and ManyMany Creations were owned entirely by Mr.Bun Kwai.Reorganization:On July 18,2022,ManyMany Creat

170、ions,Quantum Matrix,MSB Global Capital Corp.(“MSB”)and Mr.Bun Kwai entered into aProject Agreement.Pursuant to the Project Agreement,Mr.Kwai shall sell and MSB shall purchase(1)3,000 Ordinary Shares ofQuantum Matrix and(2)3,000 Ordinary Shares of ManyMany Creations,at the consideration of US$1,000 i

171、n return for ashareholders loan made or caused to be made by MSB.The loan should be used as payment for the professional fees for the listingproject as ManyMany Creations and Muantum Matrix were seeking to list on Nasdaq Stock Exchange.After the share transferpursuant to the Project Agreement,Quantu

172、m Matrix and ManyMany Creations were owned entirely by Mr.Bun Kwai and MSBInfinitus Limited,a British Virgin Islands business company and a wholly owned subsidiary of MSB Global Capital Corp.Mr.Kwai owned seven thousand(7,000)Ordinary Shares of each of Quantum Matrix and ManyMany Creations;and MSB I

173、nfinitusLimited owned three thousand(3,000)Ordinary Shares of each of Quantum Matrix and ManyMany Creations.The 10,000 shares2025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm15/159of each of

174、Quantum Matrix and of ManyMany Creations constitute all the issued and outstanding shares of each of QuantumMatrix and ManyMany Creations,respectively.On July 29,2022,QMMM Holdings was incorporated in the Cayman Islands,and one ordinary share was issued to InternationalCorporation Services Ltd as a

175、nominee shareholder.On August 10,2022,International Corporation Services Ltd transferred itsshare to Mr.Bun Kwai and caused an additional 9,999 Ordinary Shares to be issued to Mr.Kwai,totalling 10,000 Ordinary Sharesto Mr.Kwai.On November 14,2022,Mr.Kwai transferred 3,000 shares to Lasting Success H

176、oldings,a British Virgin Islandsbusiness company and wholly owned subsidiary of MSB Infinitus Limited.42025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm16/159 On February 24,2023,Mr.Bun Kwai

177、and MSB Infinitus Limited exchanged their combined 10,000 shares in each of QuantumMatrix and ManyMany Creations for 14,990,000 shares in QMMM Holdings,of which 10,493,000 shares of QMMM Holdingswere issued to Mr.Kwai and 4,497,000 shares in QMMM Holdings were issued to Lasting Success Limited,a who

178、lly ownedsubsidiary of MSB Infinitus Limited respectively.As a part of the share exchange,Grade A Global,a wholly owned subsidiary ofthe Company,received the 10,000 shares in Quantum Matrix,and Witty Time Holdings,a wholly owned subsidiary of theCompany,received the 10,000 shares in ManyMany Creatio

179、ns.After the share exchange Mr.Kwai totally owned 10,500,000Ordinary Shares of QMMM Holdings and Lasting Success Limited owned 4,500,000 Ordinary Shares of QMMM Holdings;and(iii)QMMM Holdings,through its subsidiaries Grade A Global Limited and Witty Time Holdings Limited,wholly owns QuantumMatrix an

180、d ManyMany Creations.On May 17,2023,the shareholders of the Company adopted the Amended and Restated Articles of Association to effect asubdivision and each issued and unissued share of a par value of US$0.001 in the share capital of the Company are subdivided into10 shares of a par value of US$0.00

181、01 each.As a result of the 10 for 1 share subdivision,the Companys total authorized sharecapital is US$50,000 divided into 500,000,000 shares with a par value of US$0.0001 each,and the Companys issued andoutstanding Ordinary Shares increased from 15,000,000 shares to 150,000,000 shares.In addition,a

182、fter the subdivision,all existingshareholders agreed to surrender to the Company,90%of their post-subdivision shares(a total of 135,000,000 Ordinary Shares)forno consideration,which can be reissued by the Company in the future.The issued ordinary share is 15,000,000 shares of par valueof US$0.0001 e

183、ach.Since the Company and its subsidiaries are effectively controlled by the same controlling shareholders before and after theReorganization,they are considered under common control.The above-mentioned transactions were accounted for as arecapitalization.The consolidation of the Company and its sub

184、sidiaries has been accounted for at historical cost and prepared onthe basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in theaccompanying consolidated financial statements.Upon the Reorganization,the Company has subsidiaries in Hong

185、Kong.Details of the subsidiaries of the Company are set outbelow:Name of Entity Date ofIncorporation Place ofIncorporation%ofIndirect orDirectOwnership Principal ActivitiesGrade A GlobalLimited July 5,2022 British VirginIslands 100%Holding CompanyWitty Time HoldingsLimited July 5,2022 British Virgin

186、Islands 100%Holding CompanyManyManyCreations June 15,2005 Hong Kong 100%Digital Media Advertising andmarketing production Services Quantum Matrix March 20,2014 Hong Kong 100%Digital Media Advertising andmarketing production Services 52025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009

187、184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm17/159 The following diagram illustrates our corporate structure,including our subsidiaries,as of the date of this prospectus:Initial Public Offering:On July 18,2024,the Company,entered into an underwriting a

188、greement with WallachBeth Capital,LLC,as representative of theunderwriters named therein,pursuant to which the Company agreed to sell to the WallachBeth Capital,LLC in a firm commitmentunderwritten public offering(the“Initial Public Offering”)an aggregate of 2,150,000 Ordinary Shares at a public off

189、ering price of$4 per share.The Company has also granted WallachBeth Capital,LLC a 45-day option to purchase up to an additional 322,500Ordinary Shares to cover over-allotments,if any.The Ordinary Shares were offered by the Company pursuant to a registrationstatement on Form F-1,as amended(File No.33

190、3-274887),filed with the Securities and Exchange Commission(the“Commission”),which was declared effective by the Commission on July 1,2024.On July 22,2024,the Company closed the Initial Public Offering.Under the terms of the Underwriting Agreement,the Companysold a total of 2,150,000 Ordinary Shares

191、 at an offering price of$4.00 per share for gross proceeds of$8.6 million.The OrdinaryShares sold consisted of 2,150,000 Ordinary Shares of the Company pursuant to WallachBeth Capital,LLCs firm commitmentwith no over-allotment exercised by WallachBeth Capital,LLC.A final prospectus relating to the I

192、nitial Public Offering was filedwith the Commission on July 22,2024.On August 2,2024,WallachBeth Capital,LLC partially exercised its option to purchase an additional 56,342 Ordinary Shares ofthe Company at a price of$4.00 per share,before deducting underwriting discounts.The closing for the sale of

193、the over-allotmentshares took place on August 8,2024.The gross proceeds of the Companys IPO,including the proceeds from the sale of the over-allotment shares,totaled approximately$8.83 million,before deducting underwriting discounts and other related expenses.62025/5/10 23:44sec.gov/Archives/edgar/d

194、ata/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm18/159 Post-IPO Share Redesignation and Adoption of the Memorandum and Articles of Association On 21 March,2025,at the annual general meeting of the Company(the“AGM”),the shareholde

195、rs of the Company by ordinaryresolutions redesignated the Companys authorized share capital from US$50,000 divided into 500,000,000 shares of par valueUS$0.0001 each(the“Ordinary Shares”)to US$50,000 divided into 490,000,000 class A Ordinary Shares of par value US$0.0001each(the“Class A Ordinary Sha

196、res”)and 10,000,000 class B Ordinary Shares of par value US$0.0001 each(the“Class B OrdinaryShares”)by(i)redesignating all the authorized and issued and outstanding Ordinary Shares in the authorized share capital of theCompany held by the existing shareholders of the Company(except for the Ordinary

197、Shares held by FORTUNE WINGSVENTURES LIMITED)into Class A Ordinary Shares,each conferring the holder thereof one(1)vote per Class A Ordinary Shareat a general meeting of the Company or on any shareholders resolution and the other rights attached to it as set out in theMemorandum and Articles of Asso

198、ciation on a one for one basis;(ii)redesignating all the authorized and issued and outstandingOrdinary Shares in the authorized share capital of the Company held by FORTUNE WINGS VENTURES LIMITED into Class BOrdinary Shares,each conferring FORTUNE WINGS VENTURES LIMITED twenty(20)votes per Class B O

199、rdinary Share at ageneral meeting of the Company or on any shareholders resolutions and the other rights attached to it as set out in theMemorandum and Articles of Association on a one for one basis;and(iii)redesignating the remaining authorized but unissued481,048,158 Ordinary Shares into Class A O

200、rdinary Shares on a one for one basis,and redesignating the remaining authorized butunissued 1,745,500 Ordinary Shares into Class B Ordinary Shares on a one for one basis(the“Share Redesignation”).On the same day at the AGM,the shareholders of the Company by special resolutions adopted the Memorandu

201、m and Articles ofAssociation in order to reflect the Share Redesignation and to set out the rights and obligations attached to the Class A OrdinaryShares and the Class B Ordinary Shares,respectively.Transfers of Cash to and from Our Subsidiary QMMM Holdings is a holding company with no operations of

202、 its own.It conducts its operation through its subsidiaries in HongKong.QMMM Holdings may rely on dividends or payments to be paid by its Hong Kong subsidiaries to fund its cash andfinancing requirements,including the funds necessary to pay dividends and other cash distributions to our shareholders

203、and U.S.investors,to service any debt we may incur and to pay our operating expenses.As of the date of this prospectus,no such dividendsor distributions have been made to date from our Hong Kong subsidiaries to the holding company or the U.S.Investors.If its HongKong subsidiaries incur debt on their

204、 own behalf in the future,the instruments governing the debt may restrict their ability to paydividends or make other distributions to QMMM Holdings.To the extent cash or assets in the business is in the PRC/Hong Kong ora PRC/Hong Kong entity,the funds or assets may not be available to fund operatio

205、ns or for other use outside of the PRC/HongKong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRCgovernment to transfer cash or assets.As of the date of this prospectus,the operating subsidiary ManyMany Creations has paid$1,

206、219,447 expenses and fees relating to this offering and$181,787 for salaries of executive officers of the holding company.SeeConsolidated Financial Statements.Subject to the provisions in its articles of association,QMMM Holdings is permitted under the laws of Cayman Islands to providefunding to its

207、 subsidiaries in Hong Kong through loans or capital contributions without restrictions on the amount of the funds.ItsHong Kong subsidiaries are also permitted under the laws of Hong Kong to transfer funds to QMMM Holdings,through dividenddistributions or payments,without restrictions on the amount o

208、f the funds.There are no restrictions or limitation on our ability to distribute earnings by dividends from our subsidiaries,including oursubsidiary in Hong Kong,to QMMM Holdings and our shareholders and U.S.investors,provided that the entity remains solventafter such distribution.Subject to the Cay

209、man Islands and our current Memorandum and Articles of Association,our board ofdirectors may authorize and declare a dividend to shareholders at such time and of such an amount as they deem fit if they aresatisfied,on reasonable grounds,that immediately following the dividend QMMM Holdings will be a

210、ble to pay our debts as theybecome due in the ordinary course of business.According to the Companies Ordinance of Hong Kong,a Hong Kong company mayonly make a distribution out of profits available for distribution.Other than the above,we did not adopt or maintain any cashmanagement policies and proc

211、edures as of the date of this prospectus.There is no further Cayman Islands,BVI or Hong Kongstatutory restriction on the amount of funds which may be distributed by us by dividend.72025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data

212、/1971542/000164117225009184/formf-1.htm19/159 As of the date of this prospectus,there are no restrictions or limitation under the laws of Hong Kong imposed on the conversion ofHK$into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to the Company.The PRClaw

213、s and regulations do not currently have any material impact on transfer of cash from QMMM Holdings to its Hong Kongsubsidiaries or from its Hong Kong subsidiaries to QMMM Holdings.However,in the future,funds may not be available to fundoperations or for other use outside of Hong Kong,due to interven

214、tions in,or the imposition of restrictions and limitations on,ourability or on our subsidiaries ability by the PRC government to transfer cash.Any limitation on the ability of our subsidiaries tomake payments to us could have a material adverse effect on our ability to conduct our business and might

215、 materially decrease thevalue of our Class A Ordinary Shares or cause them to be worthless.Currently,all of our subsidiaries and their operations are inHong Kong.We do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variableinterest entity,or VIE

216、,structure with any entity in mainland China.Since Hong Kong is a special administrative region of the PRCand the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special AdministrativeRegion of the Peoples Republic of China,or the Basic Law,providing Hon

217、g Kong with a high degree of autonomy and executive,legislative and independent judicial powers,including that of final adjudication under the principle of“one country,two systems”.Pursuant to the Basic Law of the Hong Kong Special Administrative Region,PRC laws and regulations shall not be applied

218、inHong Kong except for those listed in Annex III of the Basic Law(which are confined to laws relating to national defense,foreignaffairs and other matters that are not within the scope of autonomy).The PRC laws and regulations do not currently have anymaterial impact on transfer of cash from QMMM Ho

219、ldings to its Hong Kong subsidiaries or from its Hong Kong subsidiaries toQMMM Holdings.However,the Chinese government may,in the future,impose restrictions or limitations on our ability to transfermoney out of Hong Kong,to distribute earnings and pay dividends to and from the other entities within

220、our organization,or toreinvest in our business outside of Hong Kong.Such restrictions and limitations,if imposed in the future,may delay or hinder theexpansion of our business to outside of Hong Kong and may affect our ability to receive funds from our operating subsidiaries inHong Kong.Both QMMM Ho

221、ldings and its Hong Kong subsidiaries currently intend to retain all of their respective remaining funds and futureearnings,if any,for the operation and expansion of their business and do not currently anticipate declaring or paying any dividends.Any future determination related to our dividend poli

222、cy will be made at the discretion of our board of directors after consideringour financial condition,results of operations,capital requirements,contractual requirements,business prospects and other factorsthe board of directors deems relevant,and subject to the restrictions contained in any future f

223、inancing instruments.Implications of Being a“Foreign Private Issuer”We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable to United States domestic public compan

224、ies.Forexample:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous thanthe rules that apply to domestic public companies;we are not

225、 required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures ofmaterial information;we are not required to comply with the sections of the Exchange Act r

226、egulating the solicitation of proxies,consents orauthorizations in respect of a security registered under the Exchange Act;and our insiders are not required to comply with Section 16 of the Exchange Act requiring such individuals and entities to filepublic reports of their share ownership and tradin

227、g activities and establishing insider liability for profits realized from any“short-swing”trading transaction.82025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm20/159 Implications of Being an

228、“Emerging Growth Company”We are an“emerging growth company,”as defined in the Jumpstart Our Business Startups Act(the“JOBS Act”),and we areeligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable toother public companies that a

229、re not emerging growth companies,including but not limited to(1)presenting only two years ofaudited financial statements and only two years of related managements discussion and analysis of financial condition and resultsof operations in this prospectus,(2)not being required to comply with the audit

230、or attestation requirements of Section 404 of theSarbanes-Oxley Act of 2002(the“Sarbanes-Oxley Act”),(3)reduced disclosure obligations regarding executive compensation inour periodic reports and proxy statements,and(4)exemptions from the requirements of holding a non-binding advisory vote onexecutiv

231、e compensation and shareholder approval of any golden parachute payments not previously approved.We intend to takeadvantage of these exemptions.As a result,investors may find investing in our Class A Ordinary Shares less attractive.In addition,Section 107 of the JOBS Act also provides that an emergi

232、ng growth company can take advantage of the extendedtransition period provided in Section 7(a)(2)(B)of the Securities Act of 1933,as amended(the“Securities Act”),for complyingwith new or revised accounting standards.As a result,an emerging growth company can delay the adoption of certain accountings

233、tandards until those standards would otherwise apply to private companies.We intend to take advantage of such extendedtransition period.We could remain an emerging growth company for up to five years,or until the earliest of(1)the last day of the first fiscal year inwhich our annual gross revenues e

234、xceed$1.235 billion,(2)the date that we become a“large accelerated filer”as defined in Rule12b-2 under the Exchange Act,which would occur if the market value of our Class A Ordinary Shares that is held by non-affiliatesexceeds$700 million as of the last business day of our most recently completed se

235、cond fiscal quarter and we have been publiclyreporting for at least 12 months,or(3)the date on which we have issued more than$1 billion in non-convertible debt during thepreceding three-year period.Corporate Information Our principal executive offices are located at Unit 1301,Block C,Sea View Estate

236、,8 Watson Road,Tin Hau,Hong Kong.Ourtelephone number at this address is+852 3549 6889.Our registered office in the Cayman Islands is located at the offices ofInternational Corporation Services Ltd,P.O.Box 472,Harbour Place,2nd Floor,103 South Church Street,George Town,GrandCayman KY1-1106,Cayman Isl

237、ands.Our agent for service of process in the United States is Cogency Global Inc.located at 122East 42nd Street,18th Floor,New York,NY 10168.Investors should contact us for any inquiries through the address and telephonenumber of our principal executive offices.Our website is www.qmmm.io.The informa

238、tion contained on our website is not a part ofthis prospectus.Summary of Risk Factors We are a holding company incorporated as an exempted company with limited liability under the law of the Cayman Islands,investing in our Class A Ordinary Shares carefully consider all of the information in this pro

239、spectus before making an investment inour Class A Ordinary Shares.We are subject to a number of risks,including risks that may prevent us from achieving our businessobjectives or may adversely affect our business,financial condition,results of operations,cash flows and prospects.92025/5/10 23:44sec.

240、gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm21/159 Risks Relating to Our Business If we fail to upgrade,enhance and expand our technology and services to meet customer needs and preferences,thedemand for o

241、ur solutions and services may materially diminish.See“Risk Factors Risks Relating to Our Business Ifwe fail to upgrade,enhance and expand our technology and services to meet customer needs and preferences,the demandfor our solutions and services may materially diminish.”on page 13 of this prospectus

242、.If we fail to upgrade,enhance and expand our technology and services to meet customer needs and preferences,thedemand for our solutions and services may materially diminish.We incurred net losses in the year ended September 30,2023 and 2024,and may not be able to generate sufficientoperating cash f

243、lows and working capital to continue as a going concern.Failure to manage our liquidity and cash flowsmay materially and adversely affect our financial condition and results of operations.As a result,we may need additionalcapital,and financing may not be available on terms acceptable to us,or at all

244、.We have developed our Quantum Fit and Quantum Human solutions.If the market for Quantum Fit and Quantum Humansolutions deceases or diminishes significantly,our business,results of operations and financial condition would bematerially and adversely affected.The prices and fees of our production and

245、services may decrease from time to time due to technological advancement,which may in turn adversely affect our profitability.The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected the economies andfinancial markets worldwide.Government efforts to contain the sp

246、read of the coronavirus including lockdowns of cities,business closures,restrictions on travel and emergency quarantines,and responses by businesses and individuals to reducethe risk of exposure to infection,including reduced travel,cancellation of meetings and events,and implementation ofwork-at-ho

247、me policies,have caused significant disruptions to the global economy and normal business operations.Ourresults might be significantly impacted by new lockdowns or similar policies adopted in Hong Kong or by otherjurisdictions in which we may operate.High customer concentration exposes us to all of

248、the risks faced by our major customers and may subject us to significantfluctuations or declines in revenues.Third parties may,from time to time,assert or claim that we infringed their intellectual property rights,and any failure toprotect our intellectual property rights could have a material adver

249、se impact on our business.Cybersecurity incidents,including data security breaches or computer viruses,could harm our business by disrupting ourdelivery of services,damaging our reputation or exposing us to liability The Holding Foreign Companies Accountable Act,or the HFCA Act,and the related regul

250、ations are evolving quickly.Further implementations and interpretations of or amendments to the HFCA Act or the related regulations,or a PCAOBsdetermination of its lack of sufficient access to inspect our auditor,might pose regulatory risks to and impose restrictionson us because of our operations i

251、n Hong Kong.A potential consequence is that our Class A Ordinary Shares may bedelisted by the exchange.The delisting of our Class A Ordinary Shares,or the threat of our Class A Ordinary Shares beingdelisted,may materially and adversely affect the value of your investment.Additionally,the inability o

252、f the PCAOB toconduct full inspections of our auditor deprives our investors of the benefits of such inspections.102025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm22/159 Risks Relating to Do

253、ing Business in Hong Kong Recently,the PRC government initiated a series of regulatory actions and statements to regulate business operations incertain areas in mainland China with little or no advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision

254、 over mainland China-based companies listed overseas using the variable interestentity structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.In the future,we may be subject to PRC laws and regulations related to the curren

255、t businessoperations of our operating subsidiaries and any changes in such laws and regulations and interpretations may impair theirability to operate profitably,which could result in a material negative impact on their operations and/or the value of thesecurities we are registering for sale.There a

256、re significant regulatory,liquidity,and enforcement risks to investors that our corporate structure and being basedin or having the majority of the Companys operations in Hong Kong.We may become subject to a variety of PRC lawsand other obligations regarding overseas listing rules and data security,

257、and any failure to comply with applicable laws andobligations could have a material adverse effect on our business,financial condition and results of operations.Forexample,there are risks arising from the legal system in China,including risks and uncertainties regarding theenforcement of laws and th

258、at rules and regulations in China can change quickly with little advance notice;and the risk thatthe Chinese government may intervene or influence your operations at any time,or may exert more control over offeringsconducted overseas and/or foreign investment in China-based issuers,which could resul

259、t in a material change in youroperations and/or the value of the securities we are registering for sale.To the extent cash or assets in the business is in thePRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets may not be available to fund operations or for other useoutside of the PRC/Hong Ko

260、ng due to interventions in or the imposition of restrictions and limitations on the ability of usor our subsidiaries by the PRC government to transfer cash or assets.Any actions by the Chinese government to exertmore oversight and control over offerings that are conducted overseas and/or foreign inv

261、estment in Hong Kong basedissuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors andcause the value of such securities to significantly decline or be worthless.Risks relating to the economic,political,legal and social conditions in Ho

262、ng Kong.The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Regioncould impact our operating subsidiaries in Hong Kong.Risks Relating to Our Class A Ordinary Shares and This Offering Our Class A Ordinary Shares may be thinly traded and you may be

263、 unable to sell at or near ask prices or at all if you needto sell your shares to raise money or otherwise desire to liquidate your shares.Our dual-class structure will limit your ability to influence corporate matters and could discourage others from pursuingany change of control transactions that

264、holders of our Class A Ordinary Shares may view as beneficial.The market price for our Class A Ordinary Shares may be volatile.Our chief executive officer,Mr.Bun Kwai may continue to be able to exert significance influence over our companyfollowing this offering,and his interests may be different fr

265、om or conflict with those of the holders of our Class AOrdinary Shares.We are not likely to pay cash dividends in the foreseeable future.The future sales of Class A Ordinary Shares by existing shareholders,including the sales pursuant to the ResaleProspectus,may adversely affect the market price of

266、our Ordinary Share.You may face difficulties in protecting your interests as a shareholder,as Cayman Islands law may provide substantiallyless protection when compared to the laws of the United States and it may be difficult for a shareholder of ours to effectservice of process or to enforce judgeme

267、nts obtained in the United States courts.112025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm23/159 The Offering Issuer:QMMM Holdings Limited Class A Ordinary Shares offered by us:Up to 40,000

268、,000 Class A Ordinary Shares.Ordinary Shares issued andoutstanding prior to completion of thisOffering:8,951,842 Class A Ordinary Shares and 8,254,500 Class B Ordinary Shares Ordinary Shares issued andoutstanding immediately after thisOffering:48,951,842 Ordinary Shares and 8,254,500 Class B Ordinar

269、y Shares Listing:Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under thesymbol“QMMM”Use of proceeds:Based on an assumed public offering price of$0.2 per Ordinary Share,we estimatethat we will receive net proceeds of approximately$7.28 from this offering,assumingthe sales of all

270、 of the securities we are offering,after deducting estimated PlacementAgents commissions and estimated offering expenses payable by us.However,because this is a best-efforts offering and there is no minimum offeringamount required as a condition to the closing of this offering,the actual offeringamo

271、unt,the placement agents fees and net proceeds to us are not presentlydeterminable and may be substantially less than the maximum amounts set forth on thecover page of this prospectus.We anticipate using the net proceeds of this offering primarily for expanding servicecapacity,marketing and branding

272、,and general corporate and working capital purpose.See“Use of Proceeds”on page 38 for more information.Risk Factors:The Class A Ordinary Shares offered hereby involve a high degree of risk.You shouldread“Risk Factors,”beginning on page 13 for a discussion of factors to considerbefore deciding to inv

273、est in our Class A Ordinary Shares.Reasonable best efforts:We are offering the securities on a best-efforts basis.We have engaged Pacific CenturySecurities,LLC and Revere Securities LLC as our exclusive placement agents to usetheir reasonable best efforts to solicit offers to purchase the securities

274、 in this offering.The Placement Agents are not required to buy or sell any specific number or dollaramount of the securities offered hereby,but they will use its reasonable best efforts tosolicit offers to purchase the securities offered by this prospectus.See“Plan ofDistribution”on page 41 of this

275、prospectus.We will deliver the securities being issued to the investors electronically,upon closingand receipt of investor funds for the purchase of the securities offered pursuant to thisprospectus,if any.122025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.

276、sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm24/159 RISK FACTORS Investment in our securities involves a high degree of risk.You should carefully consider the risks described below together with allof the other information included in this prospectus before making an investment

277、decision.The risks and uncertainties describedbelow represent our known material risks to our business.If any of the following risks actually occurs,our business,financialcondition or results of operations could suffer.In that case,you may lose all or part of your investment.You should not invest in

278、this offering unless you can afford to lose your entire investment.RISKS RELATING TO OUR BUSINESS If we fail to upgrade,enhance and expand our technology and services to meet customer needs and preferences,the demand forour solutions and services may materially diminish.Our businesses operate in ind

279、ustries that are subject to rapid technological advances and changing customer needs and preferences.In order to remain competitive and responsive to customer demands,we continually upgrade,enhance,and expand our technology,solutions and services.If we fail to respond successfully to technology chal

280、lenges and customer needs and preferences,the demandfor our solutions and services may diminish.In addition,investment in product and service development often involves a longreturn on investment cycle.We have made and expect to continue to make significant investments in product and servicedevelopm

281、ent.We must continue to dedicate a significant amount of resources to our development efforts before knowing to whatextent our investments will result in products the market will accept.In addition,our business could be adversely affected inperiods surrounding our new product and service introductio

282、ns if customers delay purchasing decisions to evaluate the new productand service offerings.Furthermore,we may not execute successfully on our product and service development strategy,includingbecause of challenges with regard to planning and timing and technical hurdles that we fail to overcome in

283、a timely fashion.Otherrisks include the following:our product and service planning efforts may fail to result in the development or commercialization of new technologies orideas;our research and development efforts may fail to translate new product and service plans into commercially feasibleproduct

284、s and services;our new technologies or new products and services may not be well received by consumers;we may not have adequate funding and resources necessary for continual investments in product and service planning andresearch and development;Our products and services may become obsolete due to r

285、apid advancements in technology and changes in consumerpreferences;and our newly developed technologies may not be protected as proprietary intellectual property rights.Any failure to anticipate next-generation technologies or changes in customer preferences or to timely develop new or enhancedprodu

286、cts and services in response could result in decreased revenue and market share.In particular,we may experience difficultieswith design,development,marketing or receiving orders from customers,which could result in excessive research anddevelopment expenses and capital expenditure,delays or prevent

287、our introduction of new or enhanced products and services.Furthermore,our research and development efforts may not yield the expected results or may prove to be futile due to the lack ofmarket demand.132025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.go

288、v/Archives/edgar/data/1971542/000164117225009184/formf-1.htm25/159 We incurred net losses in the year ended September 30,2023 and 2024,and may not be able to generate sufficient operatingcash flows and working capital to continue as a going concern.Failure to manage our liquidity and cash flows may

289、materiallyand adversely affect our financial condition and results of operations.As a result,we may need additional capital,andfinancing may not be available on terms acceptable to us,or at all.We incurred net a loss of$1,580,198 for the year ended September 30,2024.As of September 30,2024,the Compa

290、ny had anaccumulated deficit of$2,513,747;its net cash used in operating activities for the year ended September 30,2024 was$6,250,549.While our auditors have substantial doubt as to our ability to continue as a going concern,based on our revenue projection andcommitment from the Companys major shar

291、eholders in funding any working capital deficit,we believe we will have the ability tomeet our anticipated working capital requirements and capital expenditures in the ordinary course of business for the next 12months.We can offer no assurance that we will operate profitably or that we will generate

292、 positive cash flows in the next twelvemonths,given our substantial expenses in relation to our revenue at this stage of our Company.Inability to offset our expenses withadequate revenue,may adversely affect our liquidity,financial condition and results of operations.Although we believe that ourcash

293、 on hand and anticipated cash flows from operating activities will be sufficient to meet our anticipated working capitalrequirements and capital expenditures in the ordinary course of business for the next 12 months,we cannot assure you this will bethe case.We believe that the proceeds from this off

294、ering will be sufficient to fund our operations for the foreseeable future.If wecannot continue as a going concern,our shareholders would likely lose most or all of their investment in us.If and when we are unable to generate sufficient cash flows from operations to meet our working capital requirem

295、ents and variousoperating needs,we may need to raise additional funds for our operations and such funds may not be available on commerciallyacceptable terms,if at all.If we are unable to raise funds on acceptable terms,we may not be able to execute our business plan,take advantage of future opportun

296、ities,or respond to competitive pressures or unanticipated requirements.This may seriously harmour business,financial condition and results of operations.If we are unable to achieve or maintain profitability,the market price ofour shares may significantly decrease.In the event that the Company requi

297、res additional funding to finance its operations,theCompanys major shareholders have indicated their intent and ability to provide such financial support,however,there is noassurance such funding will be available when the Company needs it in the future.We have developed our Quantum Fit and Quantum

298、Human solutions.If the market for Quantum Fit and Quantum Humansolutions deceases or diminishes significantly,our business,results of operations and financial condition would be materiallyand adversely affected.Historically,our revenue has been primarily derived from the sales of digital advertising

299、 services and solutions primarily used foradvertising and marketing campaigns.We have developed our patented Quantum Fit technology as a real-time virtual auto-fitsolution in the fashion and apparel industry and our patented Quantum Human technology as a high-fidelity avatar creationsolution for a w

300、ide range of events,entertainment,and virtual activity.We have also developed our technology solutions forinteractive design,which is applicable in attractions and fashion industry e.g.use of avatar creation solution and virtual apparelproduction in fashion show,STEAM/STEM based projects in theme pa

301、rk,as well as any venue based interactive digital experience.In,2023 and 2024,sales of our Quantum Fit and Quantum Human solutions generated approximately US$216,109 andUS$200,873 which accounted for approximately 7.7%and 7.4%of our total revenue,respectively.If the market for any of the above-menti

302、oned solutions deceases or diminishes significantly,we would experience a significant lossof sales,cancelation of orders,or loss of customers.Similarly,if we cannot maintain the scale and profitability of our auto-fit andavatar creation solutions for our customers and,at the same time,successfully e

303、xpand our business in other application markets,our business,results of operations,financial condition and prospects will suffer.Furthermore,brand image deterioration and marginsqueeze caused by increased operating costs,declining economic returns or pricing competition for our solutions could all h

304、ave amaterial and adverse effect on our business,results of operations and financial condition.142025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm26/159 We face risks associated with the expa

305、nsion of our business operations overseas and if we are unable to effectively manage suchrisks,our business growth and profitability may be negatively affected.We intend to grow our business in part by expanding our sales network and operations internationally beyond Hong Kong.Ourexpansion plans inc

306、lude possibly establishing offices for sales,research and development and other operations in Asia,Europe,theMiddle East,and the United States.However,there are risks associated with such global expansion plans,including:high costs of investment to establish a presence in a new market and manage int

307、ernational operations;competition in unfamiliar markets;foreign currency exchange rate fluctuations;regulatory differences and difficulties in ensuring compliance with multi-national legal requirements and multi-nationaloperations;changes in economic,legal,political or other local conditions in new

308、markets;our limited customer base and limited sales and relationships with international customers;competitors in the overseas markets may be more dominant and have stronger ties with customers and greater financialand other resources;challenges in managing our international sales channels effective

309、ly;difficulties in and costs of productions and services overseas while complying with the different commercial,legal andregulatory requirements of the overseas markets in which we offer our products and services;difficulty in ensuring that our customers comply with the sanctions imposed by the Offi

310、ce of Foreign Assets Control in theUnited States and regulators in other countries and regions,on various foreign states,organizations and individuals;inability to obtain,maintain or enforce intellectual property rights;inability to effectively enforce contractual or legal rights or intellectual pro

311、perty rights in certain jurisdictions where weoperate;and governmental policies favoring domestic companies in certain foreign markets or trade barriers including exportrequirements,tariffs,taxes and other restrictions and charges.In particular,a worldwide trend in favor of nationalism andprotection

312、ist trade policy and the ongoing trade dispute between the United States and PRC as well as other potentialinternational trade disputes could cause turbulence in international markets.These government policies or trade barrierscould increase the prices of our products and make us less competitive in

313、 such countries.If we are unable to effectively manage such risks,we may encounter difficulties in our overseas expansion plans and our business,reputation,results of operations and financial condition may be impaired.152025/5/10 23:44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.ht

314、mhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm27/159 The prices and fees of our production and services may decrease from time to time due to technological advancement,whichmay in turn adversely affect our profitability.The digital media,virtual reality,virtual appare

315、l,digital advertising,virtual apparel and animation design industries arecharacterized by rapid launches of new products,services,continuous technological advancements,and changing market trendsand customer preferences,all of which translate to a shorter life cycle and a gradual decrease in the fees

316、 of productions and servicesover time.Because we compete in an environment of rapidly-evolving technology advancement and market trends,we may need tolower the price and fee of our productions or services to gain stronger market competitiveness.If the prices and fees of ourproductions and services u

317、nusually or significantly decrease,our gross profit margins may be materially and adversely affected,which in turn,may adversely affect our profitability.If we are unable to maintain or enhance our brand recognition,our business,results of operations and financial condition maybe materially and adve

318、rsely affected.Maintaining and enhancing the recognition,image and acceptance of our brand are important to our ability to differentiate ourproducts from and to compete effectively with our peers.Our brand image,however,could be jeopardized if we fail to maintainhigh quality of our production and se

319、rvices,pioneer and keep pace with evolving technology trends,or timely fulfill the orders forour productions and services.If we fail to promote our brand or to maintain or enhance our brand recognition and awarenessamong our customers,or if we are subject to events or negative allegations affecting

320、our brand image or the publicly perceivedposition of our brand,our business,results of operations and financial condition could be adversely affected.Our revenue and profit sustainability depend on our ability to maintain our competitiveness through providing high qualityservices.We have been conduc

321、ting business in the digital media,virtual reality,virtual apparel and animation design industries for more than18 years.We recorded revenue of approximately US$2.7 million and US$2.8 million,respectively and loss of approximatelyUS$1.6 million and US$1.3 million,respectively for the years ended Sep

322、tember 30,2024 and 2023,respectively.The sustainabilityof our revenue and profit will depend on the ability to maintain our competitiveness by delivering high quality and innovativeproducts and services.The competition within the digital media,virtual reality,virtual apparel,digital advertising,and

323、animation design industries isintense.Our competitors and new market entrants may increase in the future resulting in intensified price competition,which couldin turn adversely affect our bargaining power in terms of fees charged and consequently our results of operations and prospects.Our market po

324、sition may be hampered by intensified competition in the form of better products and services and/or pricereductions by our competitors.Any failure to maintain our high quality products and services at competitive pricing could have amaterial adverse effect on our business,operating results and fina

325、ncial condition.We have incurred net profits and positive cash flows from operating activities in the past,however,we may not continue toachieve or sustain profitability.We had net loss of$1,580,198 and$1,291,229 in 2024 and 2023,respectively.However,we cannot assure you that we will be ableto conti

326、nue to generate net profit from operating activities in the future.Our ability to achieve continued profitability will depend inlarge part on our ability to control expenses and manage our growth effectively,achieve a stable growth performance,and maintainour competitive advantage in the relevant ma

327、rkets.We expect to continue to make investments in the development and expansionof our business,which will place significant demands on our management and our operational and financial resources.Continuousexpansion may increase the complexity of our business,and we may encounter various difficulties

328、.We may fail to develop andimprove our operational,financial and management controls,enhance our financial reporting systems and procedures,recruit,trainand retain highly skilled personnel,or maintain customer satisfaction to effectively support and manage our growth.If we investsubstantial time and

329、 resources to expand our operations but fail to manage the growth of our business and capitalize on our growthopportunities effectively,we may not be able to achieve profitability,and our business,results of operations and financial conditionwould be materially and adversely affected.162025/5/10 23:

330、44sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1971542/000164117225009184/formf-1.htm28/159 The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected the economies and financialmarkets worldwide.Government

331、 efforts to contain the spread of the coronavirus including lockdowns of cities,businessclosures,restrictions on travel and emergency quarantines,and responses by businesses and individuals to reduce the risk ofexposure to infection,including reduced travel,cancellation of meetings and events,and im

332、plementation of work-at-homepolicies,have caused significant disruptions to the global economy and normal business operations.Our results might besignificantly impacted by new lockdowns or similar policies adopted in Hong Kong or by other jurisdictions in which we mayoperate.Our operating results su

333、bstantially depend on revenue derived from digital advertising and marketing production projects.Themeasures implemented to curb the spread of the virus have resulted in supply chain disruptions,insufficient work force andsuspended work during the outbreak of COVID-19.One or more of our customers,partners,service providers or suppliers mightexperience financial distress,diminished business or disr