IPO - VS MEDIA Holdings Ltd

Form Type: 424B4

Filing Date: 2025-05-30

Corporate Action: Ipo

Type: New

Accession Number: 000164117225012982

Filing Summary: VS MEDIA Holdings Limited is conducting an initial public offering (IPO) of Class A Ordinary Shares, with a minimum offering of 21,834,061 shares and a maximum of 65,502,184 shares at an offering price of US$0.229 per share. This amendment amends a previous prospectus dated May 23, 2025, and indicates that the initial closing is expected on or before May 30, 2025, and subsequent closings by June 6, 2025. The public offering price is set at a discount to the market price, determined through negotiations among the Company, the Placement Agent, and investors based on several relevant factors including operating results and market conditions. The Placement Agent, Joseph Gunnar & Co., LLC, is tasked with ensuring the sale of the minimum offering amount. If the minimum subscription of $5,000,000 is not achieved by May 30, 2025, funds will be returned to investors, and the offering will terminate. The prospectus outlines the company's operations being primarily through its subsidiaries in Hong Kong, Taiwan, and Singapore, emphasizing compliance with regulatory measures and the business risks involved while operating under the current geopolitical climate. It discusses the implications of the Holding Foreign Companies Accountable Act and associated risks regarding potential delisting from U.S. exchanges should compliance issues arise.

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.

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.

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.

Form Type: CORRESP

Filing Date: 2025-05-02

Corporate Action: Ipo

Type: New

Accession Number: 000164117225008273

Filing Summary: VS MEDIA Holdings Ltd has filed a request for the acceleration of effectiveness for its Registration Statement on Form F-1. The effectiveness is requested to be at 5:00 p.m. Eastern Time on May 6, 2025, or as soon as practicable thereafter. This is in relation to a registration that was initially filed on April 21, 2025, under File No. 333-286658. The correspondence was directed to the Securities and Exchange Commission's Division of Corporation Finance.

Form Type: CORRESP

Filing Date: 2025-05-02

Corporate Action: Ipo

Type: New

Accession Number: 000164117225008275

Filing Summary: VS MEDIA Holdings Ltd has filed a request for the acceleration of its Registration Statement on Form F-1, seeking to make the statement effective at 5:00 p.m., Eastern Time, on May 6, 2025, or as soon thereafter as practicable. This action signifies the company's intent to proceed with an initial public offering (IPO). The document indicates compliance with Rule 15c2-8 under the Securities Exchange Act of 1934, ensuring all regulations and procedures are adhered to as they prepare for this public offering.

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.