WallachBeth Capital LLC
VIA EDGAR
June 26, 2024
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Tony Watson |
Joel Parker Kate Beukenkamp Dietrich King |
| Re: | QMMM Holdings Ltd. (CIK No. 0001971542) | |
| Request for Acceleration | ||
| Registration Statement on Form F-1, as amended (File No. 333-274887) |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, WallachBeth Capital, LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:00 p.m., Washington D.C. time, on Friday, June 28, 2024, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated June 25, 2024, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The undersigned confirms that it has complied and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.
Very truly yours,
WallachBeth Capital, LLC
| By: | /s/ Eric Schweitzer | |
| Name: | Eric Schweitzer | |
| Title: | Chief Compliance Officer |