QMMM Holdings Ltd

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30 , 2025

Date of event requiring this shell company report:

For the transition period from __________ to ____________

(Translation of registrant's name into English)

(Jurisdiction of incorporation or organization)

Workshop 9, 11/F ., Kodak House II , 39 Healthy Street East , Hong Kong

(Address of principal executive offices)

Workshop 9, 11/F ., Kodak House II, 39 Healthy Street East , Hong Kong

(Name, Telephone, E-mail and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Class A Ordinary Shares of par value USD0.0001 each

Class B Ordinary Shares of par value USD0.0001 each

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Warrants, each to purchase one ordinary share

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

The registrant had 48,951,842 Class A Ordinary Shares and 8,254,500 Class B Ordinary Shares issued and outstanding as of the day of this annual report.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☐ Large Accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☒ U.S. GAAP ☐ International Financial Reporting

Standards as issued by the International

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 6

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 6

C. Reason for the Offer and Use of Proceeds. 6

A. History and Development of the Company. 33

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 47

C. Research and development, patents and licenses, etc. 51

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 52

F. Disclosure of a registrant's action to recover erroneously awarded compensation. 59

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 59

A. Consolidated Statements and Other Financial Information. 60