IPO - VS MEDIA Holdings Ltd
Form Type: 424B4
Filing Date: 2025-05-23
Corporate Action: Ipo
Type: Update
Accession Number: 000164117225012175
Filing Summary: This document is an Amendment No. 1 to the prospectus for VS Media Holdings Limited regarding its initial public offering of Class A Ordinary Shares. The company is offering a minimum of 21,834,061 and a maximum of 65,502,184 shares at an offering price of US$0.229 per share, which represents a discount to the last reported sale price of US$0.8805 per share on May 2, 2025. The amendment updates the closing date from May 23, 2025 to May 30, 2025, while other sections of the prospectus remain unchanged. The company, incorporated in the British Virgin Islands, states that it is not subject to the PRC government’s regulatory requirements as it operates primarily through its subsidiaries in Hong Kong, Singapore, and Taiwan. Proceeds from the share sales will fund company operations, and if the minimum subscription of $5,000,000 is not reached by the new closing date, investor funds will be returned without charge. The company also addresses regulatory uncertainties that could affect its operations and listing, especially relating to data security and compliance with U.S. regulatory frameworks.
Additional details:
Minimum Offering Amount: 21834061
Maximum Offering Amount: 65502184
Offering Price Per Share: 0.229
Last Reported Sale Price: 0.8805
Placement Agent: Joseph Gunnar & Co., LLC
Minimum Subscription: 5000000
Closing Date Updated: 2025-05-30
Form Type: 424B4
Filing Date: 2025-05-14
Corporate Action: Ipo
Type: New
Accession Number: 000164117225010151
Filing Summary: VS MEDIA Holdings Limited is conducting an initial public offering (IPO) of its Class A Ordinary Shares, offering a minimum of 21,834,061 shares and a maximum of 65,502,184 shares at an offering price of US$0.229 per share. The shares are listed on the Nasdaq Capital Market under the symbol 'VSME.' The final public offering price, which is at a discount to the last reported market price, was determined through negotiations considering various factors including the company's business development and market conditions. The company has engaged Joseph Gunnar & Co., LLC as the exclusive placement agent for the offering, which is structured as a best-efforts offering. A minimum subscription of $5,000,000 is required by May 23, 2025, or all funds will be returned to investors. The proceeds will be held in a non-interest bearing escrow account until the minimum offering is raised. The company operates as a British Virgin Islands holding company with its business primarily in Hong Kong SAR, Taiwan, and Singapore. Recent regulatory changes in China regarding overseas listings do not apply to VS MEDIA as it is not classified as a PRC domestic company. The company also outlined its compliance with data protection laws and discussed potential impacts of regulatory uncertainty regarding its ability to operate and list its securities in the U.S. market.
Additional details:
Minimum Offering: 21,834,061 Shares
Maximum Offering: 65,502,184 Shares
Offering Price: US$0.229
Last Reported Sale Price: US$0.8805
Minimum Subscription Required: $5,000,000 by May 23, 2025
Placement Agent: Joseph Gunnar & Co., LLC
Escrow Account: Flagstar Bank, N.A.
Form Type: F-1/A
Filing Date: 2025-05-05
Corporate Action: Ipo
Type: New
Accession Number: 000164117225008650
Filing Summary: VS Media Holdings Limited is offering a minimum of 21,834,061 shares and a maximum of 65,502,184 Class A Ordinary Shares at an offering price of $0.229 per share. The Class A Ordinary Shares are listed on Nasdaq under the symbol 'VSME'. The offering is considered as a best-efforts offering by the Placement Agent Joseph Gunnar & Co., LLC, which must secure a minimum subscription of $5 million by May 13, 2025. If unmet, all funds will be returned to the investors without deductions. The document highlights the risks of investing, including regulatory risks associated with operations in China and obligations under the Jumpstart Our Business Startups Act of 2012 regarding financial reporting.
Additional details:
Minimum Offering Amount: 21834061
Maximum Offering Amount: 65502184
Offering Price: 0.229
Last Reported Sale Price: 0.8805
Symbol: VSME
Placement Agent: Joseph Gunnar & Co., LLC
Minimum Subscription: 5000000
Subscription Deadline: 2025-05-13
Placement Agent Fee: 3.0%
Form Type: F-1
Filing Date: 2025-04-21
Corporate Action: Ipo
Type: New
Accession Number: 000164117225005590
Filing Summary: VS Media Holdings Limited has filed a Form F-1 registration statement with the U.S. Securities and Exchange Commission for an initial public offering (IPO) of Class A ordinary shares. The company aims to offer a minimum of $5,000,000 and a maximum of $15,000,000 of these shares, with the offering price to be determined at the time of pricing, which may be at a discount to the current market price. As of April 17, 2025, the last reported sale price of the Class A ordinary shares on Nasdaq was $0.80 per share. The company is considered an emerging growth company and will be subject to reduced public company reporting requirements. The offering is expected to take place shortly after the registration statement becomes effective, and it is contingent on the placement agent, Joseph Gunnar & Co., LLC, securing the minimum offering. The proceeds from this offering will be utilized for the company’s immediate needs, despite uncertainties surrounding the effective implementation of its business plans.
Additional details:
Class A Minimum Offering: 5000000
Class A Maximum Offering: 15000000
Nominal Value: no par value
Offering Price: determined at time of pricing
Last Reported Sale Price: 0.80
Symbol: VSME
Agents: Joseph Gunnar & Co., LLC
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