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CORRESP
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filename1.htm

QMMM
Holdings Ltd.

October
6, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Tony
    Watson

    Joel
    Parker

    Jennie
    Beysolow

    Erin
    Jaskot

    Re:
    QMMM
                                            Holdings Ltd.

    Draft
    Registration Statement on Form F-1

    Submitted
    June 23, 2023

    CIK
    No. 0001971542

Ladies
and Gentlemen:

On
behalf of our client, QMMM Holdings Limited, a foreign private issuer organized under the laws of Cayman Islands (the “Company”),
we are submitting this letter and the following information in response to a letter, dated July 20, 2023, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Confidential
Draft Registration Statement on Form F-1 (the “Draft Registration Statement”) submitted to the Commission on
June 23, 2023. Concurrently with the submission of this letter, the Company is filing herewith its registration statement on Form F-1
(the “Registration Statement”) and certain exhibits via EDGAR to the Commission.

To
facilitate your review, we have separately delivered to you a courtesy copy of the Registration Statement, marked to show changes to
the Draft Registration Statement.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used in this letter but otherwise
not defined herein shall have the meanings ascribed to such terms in the Registration Statement.

In
addition to revising the disclosure in response to the Staff’s comments, the Company has also included other information and data
to reflect recent developments.

    1

Draft
Registration Statement on Form F-1 submitted June 23, 2023

Cover
page

1. Please
                                            tell us whether you will be deemed a “controlled company” under the Nasdaq listing
                                            rules and, if so, whether you intend to rely on any exemptions as a controlled company. If
                                            applicable, please disclose here and in the prospectus summary that you are a controlled
                                            company and the percentage of voting power that the controlling stockholder will hold after
                                            completion of the offering. Please also revise your risk factor to discuss the effect, risks
                                            and uncertainties of being designated a controlled company. In this regard, we note that
                                            your disclosures on pages 4, 28 and 84 indicate that your Chairman of the Board and Chief
                                            Executive Officer, Mr. Bun Kwai through Fortune Wings Ventures Limited, wholly owned by Mr.
                                            Kwai, will control over 50% of the voting power of the company and will be able to exert
                                            significant influence over the company, including the election of your directors following
                                            this offering.

Response:
We have revised disclosure on cover page and in the prospectus summary that we are a controlled company with the percentage
of voting power that the controlling stockholder will hold after completion of the offering. We have also revised our risk factor to
discuss the effect, risks and uncertainties of being designated a controlled company on page 29.

2. We
                                            note your disclosure that your company structure “involves unique risks to investors”
                                            and discussion about the impact to your business in the event that your Hong Kong subsidiaries
                                            were to become subject to PRC laws and regulations. Please revise to state that Chinese regulatory
                                            authorities could disallow this structure, which would likely result in a material change
                                            in your operations and/or a material change in the value of the securities you are registering
                                            for sale, including that it could cause the value of such securities to significantly decline
                                            or become worthless. Provide a cross-reference to your detailed discussion of risks facing
                                            the company and the offering as a result of this structure.

Response:
We have revised our closure on cover page to state that Chinese regulatory authorities could disallow this structure, which would
likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale,
including that it could cause the value of such securities to significantly decline or become worthless. We also provided a cross-reference
to our detailed discussion of risks facing the company and the offering as a result of this structure.

3. Please
                                            revise to disclose the location of your auditor’s headquarters and whether and how
                                            the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
                                            Act, 2023, and related regulations will affect your company. Your prospectus summary should
                                            address, but not necessarily be limited to, the individual risk factors identified on the
                                            cover.

Response:
We have revised on cover page to disclose our auditor is headquartered in the U.S. and the Holding Foreign Companies Accountable
Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations currently have not affected our company.
We also revised our prospectus summary to address the individual risk factors identified on the cover page.

    2

4. Provide
                                            a description of how cash is transferred through your organization and disclose your intentions
                                            to distribute earnings. State whether any transfers, dividends, or distributions have been
                                            made to date between the holding company and its subsidiaries, or to investors, and quantify
                                            the amounts where applicable. If no transfers have been made, so state. Provide cross-references
                                            to the consolidated financial statements. Discuss whether there are limitations on your ability
                                            to transfer cash between you, your subsidiaries, or investors. In addition, please amend
                                            your disclosure here and in the summary risk factors and risk factors sections to state that
                                            to the extent cash or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity,
                                            the funds or assets may not be available to fund operations or for other use outside of the
                                            PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on
                                            the ability of you or your subsidiaries by the PRC government to transfer cash or assets.
                                            On the cover page, provide cross-references to each of these other discussions in the prospectus
                                            summary, summary risk factors and risk factors.

Response:
There has been no cash flows and transfers of assets between the holding company and its subsidiaries other than intercompany loans
from ManyMany Creation to the holding company for the payment of certain expenses including expenses for this offering and salaries
of executive officers. None of our subsidiaries have made any dividend payment or distribution to our holding company as of
the date this response letter and they have no plans to make any distribution or dividend payment to the holding company in the
near future. Neither the Company nor any of its subsidiaries have made any dividends or distributions to U.S. investors as of
the date of this response letter. All our subsidiaries are in Hong Kong and BVI, there is no restrictions on foreign exchange
for our subsidiaries and holding company and they are able to transfer cash or assets among these entities, across borders and to US
investors. Also, there is no restrictions and limitations on the abilities for them to distribute earnings from their businesses, including
from subsidiaries to the parent company or from the holding company to the U.S. investors as well as the abilities to settle amounts
owed. However, PRC may impose greater restrictions on our Hong Kong subsidiaries’ 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. On the cover page and
in the prospectus summary, we also provided cross-references to summary risk factors and risk factors.

5. Please
                                            revise such disclosure to state, as you do on page 5, that you do not have cash management
                                            policies that dictate how funds are transferred between you, your subsidiaries and investors.

Response:
We have revised disclosure on cover page to state that we do not have cash management policies that dictate how funds are transferred
between the holding company, our subsidiaries and investors.

Prospectus
Summary, page 1

6. Please
                                            revise to describe any contracts or arrangements between you and your subsidiaries, including
                                            those that affect the manner in which you operate, impact your economic rights, or impact
                                            your ability to control your subsidiaries.

Response:
We have revised on page 1 to disclose that no contract or arrangement between the Company and its subsidiaries including those that
affect the manner in which we operate, impact our economic rights, or impact our ability to control our subsidiaries.

    3

7. We
                                            note your disclosure on page 25 that “[you] are advised by Hong Kong counsel, Stevenson,
                                            Wong & Co., that the Company is not required to obtain permission or approval from Hong
                                            Kong authorities to register and offer the securities to foreign investors or list and trade
                                            on a U.S. or other foreign exchange.” Please revise to provide such disclosure in this
                                            section and balance that disclosure with a discussion of the possible ramifications if you
                                            did become subject to PRC laws/authorities, including that you could incur material costs
                                            to ensure compliance, be subject to fines, experience devaluation of securities or delisting,
                                            no longer conduct offerings to foreign investors, and no longer be permitted to continue
                                            your current business operations. To the extent applicable, disclose each permission or approval
                                            that you or your subsidiaries are required to obtain from Chinese authorities to operate
                                            your business and to offer the securities being registered to foreign investors. State whether
                                            you or your subsidiaries, are covered by permissions requirements from the China Securities
                                            Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental
                                            agency, and state affirmatively whether you have received all requisite permissions or approvals
                                            and whether any permissions or approvals have been denied. Please also describe the consequences
                                            to you and your investors if you or your subsidiaries: (i) do not receive or maintain such
                                            permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
                                            are not required, or (iii) applicable laws, regulations, or interpretations change and you
                                            are required to obtain such permissions or approvals in the future. Provide the basis for
                                            your conclusions.

Response:
We have revised disclosure on page 26 to provide the possible ramifications if we did become subject to PRC laws/authorities, including
that we could incur material costs to ensure compliance, be subject to fines, experience devaluation of securities or delisting, no longer
conduct offerings to foreign investors, and no longer be permitted to continue our current business operations. Since we have no operation
or subsidiary in China, we or our subsidiaries are not required to obtain approvals from Chinese authorities to operate our business
and to offer the securities being registered to foreign investors. Also, we or our subsidiaries, are not covered by permissions requirements
from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency. We
have received all requisite permissions or approvals for our business operations and no permission or approval has been denied. We also
disclosed if we or any of our subsidiaries do not receive or maintain permissions or approvals, inadvertently conclude that such permissions
or approvals are not required, or applicable laws, regulations, or interpretations change and we or our subsidiaries are required to
obtain such permissions or approvals in the future, it could significantly limit or completely hinder our ability to offer or continue
to offer our securities to investors and cause the value of our securities to significantly decline or become worthless.

8. We
                                            note that the CSRC has recently announced regulations that outline the terms under which
                                            China-based companies can conduct offerings and/or list overseas. Revise your disclosure
                                            to reflect these recent events and explain how the regulations apply to you and your ability
                                            to operate and offer securities.

Response:
We have disclosed on page 26 that new overseas listing rules by CSRC issued on February 17, 2023 provide that the determination as
to whether a Chinese domestic company is indirectly offering and listing securities on an overseas market shall be made on a substance
over form basis, and if the issuer meets the following conditions, the offering and listing shall be determined as an indirect overseas
offering and listing by a Chinese domestic company: (i) any of the revenue, profit, total assets or net assets of the Chinese domestic
entity is