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CORRESP
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filename1.htm

QMMM
Holdings Ltd.

May
20, 2024

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

    Kate Beukenkamp

    Dietrich King

    Re:
    QMMM Holdings Ltd.

    Amendment No. 4 to Registration Statement on Form
    F-1

    Filed May 13, 2024

    File No. 333-274887

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 May 16, 2024, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration
Statement on Form F-1/A (the “Registration Statement”) filed with the Commission on May 13, 2024. Concurrently
with the submission of this letter, the Company is filing herewith Amendment No. 5 to registration statement on Form F-1 (the “Amended
Registration Statement”) and certain exhibits via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Amended 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 Amended 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.

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 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.

Response:
We have add a new risk factor on page 24 to address the potential risks to our liquidity as a result of restriction on continuous
offering. The risk factor has noted we need to obtain written consent from the underwriter and it has the absolute right to withhold
such consent. The risk factor also noted the length of the restriction and clarify the restriction does not encompass resale transactions
by security holders and the registration for the resale of securities sold by the Company via an exemption from registration under the
Securities Act. In addition, the risk factor noted the potential costs or obligations associated with obtaining approval from the underwriter
to engage in a transaction covered by the provision. We also updated the description of the provision on page 99 to reflect the substance
of the information contained in the new risk factor on page 24.

We
thank the Staff for its review of the foregoing and the Amended Registration Statement. If you have further comments, please feel free
to contact our counsel Jeffrey Li at Jeffrey.li@fisherbroyles.com or by telephone at (703) 618-2503.

    Very truly yours,

    /s/ Bun
    Kwai

    Bun Kwai, Chief Executive Officer

    Enclosures

    cc:
    Jeffrey Li

    FisherBroyles, LLP

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