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May 16, 2024
Bun Kwai
Chief Executive Officer
QMMM Holdings Ltd
Unit 1301, Block C, Sea View Estate,
8 Watson Road
Tin Hau, Hong Kong
Re:QMMM Holdings Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed May 13, 2024
File No. 333-274887
Dear Bun Kwai:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 10, 2024 letter.
Amendment No. 4 to Registration Statement on Form F-1 filed May 13, 2024
Risk Factors, page 12
1.We note your new disclosure on page 99 of the Underwriting section regarding the
restriction on continuous offering. Please add a new risk factor to address the potential
risks to your liquidity as a result of this provision. The risk factor should note your need to
obtain written approval from Revere Securities, LLC, and should clarify whether the right
to withhold such approval is absolute. The risk factor should also note the length of the
restriction and clarify whether the parties intend for the restriction to encompass
secondary offerings (i.e., resale transactions by selling security holders, such that the
registrant may be unable to register the resale of securities it sold via an exemption from
registration under the Securities Act). In addition, the risk factor should note the potential
costs or obligations associated with obtaining approval from Revere Securities, LLC to

 FirstName LastNameBun Kwai
 Comapany NameQMMM Holdings Ltd
 May 16, 2024 Page 2
 FirstName LastName
Bun Kwai
QMMM Holdings Ltd
May 16, 2024
Page 2
engage in a transaction covered by the provision. Finally, please update the description of
the provision on page 99 to reflect the substance of the information contained in the new
risk factor.

            Please contact Tony Watson at 202-551-3318 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li, Esq.