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1、 As filed with the U.S.Securities and Exchange Commission on April 21,2025.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 VS MEDIA HOLDINGS LIMITED(Exact name of registrant as specified in its charter)British Virgin I

2、slands 2741 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)6/F,KOHO,75 Hung To Road,Kwun Tong,Hong Kong+852 2865 9992(Address,including zip code,and telephone number,including area

3、 code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168800-221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Lawrence S.Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught

4、 Road CentralHong Kong SARTelephone:(310)728-5129 Approximate date of commencement of proposed sale to the public:Promptly after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rul

5、e 415 under the Securities Act of 1933,check the following box:If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box and list the Securities Actregistration statement number of the earlier effective regi

6、stration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.If this For

7、m is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging gr

8、owth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with

9、any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The

10、 Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this registration statement shall the become effective in accordance with Section 8(a)of the S

11、ecurities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to such Section 8(a),may determine.The information in this prospectus is not complete and may be changed.We may not sell the securities un

12、til the registration statement filed with the Securities and ExchangeCommission is effective.This preliminary prospectus is not an offer to sell these securities and we are not soliciting any offer to buy these securities in any jurisdiction where suchoffer or sale is not permitted.SUBJECT TO COMPLE

13、TION PRELIMINARY PROSPECTUS DATED April 21,2025,VS MEDIA HOLDINGS LIMITED Class A Ordinary SharesMinimum Offering:$5,000,000Maximum Offering:$15,000,000 We are offering a minimum of$5,000,000(the“Minimum Offering Amount”)of Class A ordinary shares,no par value(the“Class A Ordinary Shares”)and a maxi

14、mum of$15,000,000(the“Maximum Offering Amount”)of Class A Ordinary Shares,of VS MEDIA Holdings Limited(the“Company”)at an assumed offering price of US$*per share(the“Shares”).Our Class AOrdinary Shares are listed on the Nasdaq Capital Market,or Nasdaq,under the symbol“VSME.”On April 17,2025,the last

15、 reported sale price of our Class A Ordinary Shares on Nasdaq wasUS$0.80 per share.The public offering price for the securities in this offering will be determined at the time of pricing,and may be at a discount to the current market price at the time.Therefore,the assumedoffering price used through

16、out this prospectus may not be indicative of the final offering price.The final public offering price will be determined through negotiation between us,the PlacementAgent,and the investors based upon a number of factors,including our history and our prospects,stage of development of our business,our

17、 business plans for the future and the extent to whichthey have been implemented,an assessment of our management,the industry in which we operate,our past and present operating results,the previous experience of our executive officers andthe general condition of the securities markets at the time of

18、 this offering.The Placement Agent must sell the Minimum Offering and up to the Maximum Offering,if any securities are sold.Weexpect this offering to be completed not later than two business days following the commencement of sales in this offering(the effective date of the registration statement of

19、 which thisprospectus forms a part).The securities will be offered at a fixed price and are expected to be issued in a single closing.We have engaged Joseph Gunnar&Co.,LLC(“Joseph Gunnar”)as our exclusive placementagent(the“Placement Agent”)to use its reasonable best efforts to solicit offers to pur

20、chase our securities in this offering.The Placement Agent must place the Minimum Offering in order forthe Offering to close and may place up to the Maximum Offering.We expect this offering to be completed not later than two business days following the commencement of sales in this offering(the effec

21、tive date of the registration statement of which this prospectus forms a part).Any proceeds from the sale of Shares offered by us will be available for our immediate use,despiteuncertainty about whether we would be able to use such funds to effectively implement our business plan.See“Risk Factors”in

22、 this prospectus for more information.Because this is a best-efforts offering,the placement agent has no obligation to arrange for the purchase or sale of any specific number or dollar amount of the securities,and,as a result,there isa possibility that we may not be able to sell the Minimum Offering

23、 Amount.If we do not receive a minimum of$5,000,000 by*,2025,unless mutually extended by us and the PlacementAgent for up to an additional*days,all funds will be returned to the investors in this offering promptly after the termination of the offering,without charge,deduction or interest.Prior to*,2

24、025,in no event will funds be returned to the investors unless the offering is terminated.We have agreed to pay the Placement Agent a commission equal to 3.0%of the gross proceeds sold inthe Offering and to provide reimbursement of certain expenses and certain other compensation to the placement age

25、nt.See“Plan of Distribution”of this prospectus for more informationregarding these arrangements.The proceeds from the sale of securities in this offering will be deposited in a separate(limited to funds received on behalf of us)non-interest bearing bank account at*established by ourescrow agent(the“

26、Escrow Account”)until the Minimum Offering Amount is raised.If we complete this offering,net proceeds will be delivered to us on the closing date(such closing datebeing the above mutually acceptable date,provided the minimum offering amount has been sold).The offering may close or terminate,as the c

27、ase may be,because there is a Minimum Offering required as a condition to closing in this offering.The actual public offering amount,PlacementAgents fee and proceeds to us,if any,are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and

28、throughout this prospectus.Wehave agreed to pay the Placement Agent the placement agent fees set forth in the table below.See“Plan of Distribution”in this prospectus for more information.We are an“emerging growth company,”as defined in the Jumpstart Our Business Startups Act of 2012 and will be subj

29、ect to reduced public company reporting requirements.See“ProspectusSummary Implications of Being an Emerging Growth Company”and“Prospectus Summary Implications of Being a Foreign Private Issuer.”This prospectus provides a general description of the securities being offered.You should carefully read

30、this prospectus and the registration statement of which it forms a part before you investin any of the Shares.Investing in our Shares involves risks.See“Risk Factors”beginning on page 23.We were incorporated in the British Virgin Islands on August 30,2022,as a holding company of our business,which i

31、s primarily operated through our indirectly wholly-owned HK SARsubsidiaries,VS Media Limited(“VS Media HK”and GRACE CREATION LIMITED(“Grace Creation”),our indirect wholly-owned Taiwan subsidiary,VS MEDIA LIMITED(“VS MediaTW”)and our indirect wholly-owned Singapore subsidiary,VS MEDIA PTE LTD.(“VS Me

32、dia SG”).VS MEDIA Holdings Limited is not a Chinese or HK SAR operating company but a British Virgin Islands(“BVI”)holding company with operations conducted by our subsidiaries in HK SAR,Singapore and Taiwan.You are investing in Class A Ordinary Shares of VS MEDIA Holdings Limited,the BVI holding co

33、mpany.Neither we nor any of our subsidiaries is required to obtain permission from the government of the Peoples Republic of China,including the China Securities RegulatoryCommission,or CSRC,to list our shares on the Nasdaq Capital Market.i On February 17,2023,the CSRC released a set of new regulati

34、ons which consists of the Trial Administrative Measures of Overseas Securities Offering and Listing byDomestic Companies,or the Trial Measures,and five supporting guidelines.The Trial Measures came into effect on March 31,2023.The Trial Measures refine the regulatory systemby subjecting both direct

35、and indirect overseas offering and listing activities to the CSRC filing-based administration.Requirements for filing entities,time points and procedures arespecified.A PRC domestic company that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC p

36、er the requirements of the TrialMeasures.Where a PRC domestic company seeks to indirectly offer and list securities in overseas markets,the issuer shall designate a major domestic operating entity,which shall,as the domestic responsible entity,file with the CSRC.The Trial Measures also lay out requi

37、rements for the reporting of material events.Breaches of the Trial Measures,such asoffering and listing securities overseas without fulfilling the filing procedures,shall bear legal liabilities,including a fine between RMB 1.0 million(approximately$150,000)andRMB 10.0 million(approximately$1.5 milli

38、on),and the Trial Measures heighten the cost for offenders by enforcing accountability with administrative penalties and incorporatingthe compliance status of relevant market participants into the Securities Market Integrity Archives.The Trial Measures do not apply to us because we are not a PRC dom

39、estic company under the Trial Measures.Further,according to our Hong Kong counsel,Loeb&LoebLLP,the national laws adopted by the PRC are generally not applicable to Hong Kong according to the Basic Law of the Hong Kong Special Administrative Region(the“BasicLaw”).The Basic Law came into effect on Jul

40、y 1,1997.It is the constitutional document of Hong Kong,which sets out the PRCs basic policies regarding Hong Kong.The principleof“one country,two systems”is a prominent feature of the Basic Law,which dictates that Hong Kong will retain its unique common law and capitalist system for 50 years after

41、thehandover in 1997.Under the principle of“one country,two systems,”Hong Kongs legal system,which is different from that of the PRC,is based on common law supplemented bystatutes.According to Article 18 of the Basic Law,national laws adopted by the PRC shall not be applied in Hong Kong,except for th

42、ose listed in Annex III to the Basic Law,such asthe laws in relation to the national flag,national anthem,and diplomatic privileges and immunities.Further,there is no legislation stating that the laws in Hong Kong should becommensurate with those in the PRC.Despite the foregoing,the legal and operat

43、ional risks of operating in China also apply to businesses operating in Hong Kong and Macau.Recently,the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severeand Lawful Crackdown on Illegal Securities

44、 Activities,which was available to the public on July 6,2021.These opinions emphasized the need to strengthen the administration overillegal securities activities and the supervision on overseas listings by China-based companies.The PRC government also initiated a series of regulatory actions and st

45、atements toregulate business operations in China with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-basedcompanies listed overseas,adopting new measures to extend the scope of cybersecurity reviews,and expanding the effo

46、rts in anti-monopoly enforcement.Since these statements andregulatory actions are relatively new,it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulationsor detailed implementations and interpretations will be mod

47、ified or promulgated,if any,and the potential impact such modified or new laws and regulations will have on our dailybusiness operation,the ability to accept foreign investments and list on a U.S.exchange.The PRC Criminal Law,as newly amended on December 29,2023,prohibits institutions,companies,and

48、their employees from illegally selling or otherwise disclosing acitizens personal information obtained during the course of performing duties or providing services or obtaining such information through theft or other illegal ways.On November7,2016,the Standing Committee of the PRC National Peoples C

49、ongress issued the Cyber Security Law of the PRC,or Cyber Security Law,which became effective on June 1,2017.Pursuant to the Cyber Security Law,network operators must not,without users consent,collect their personal information,and may only collect users personalinformation necessary to provide thei

50、r services.Providers are also obliged to provide security maintenance for their products and services and shall comply with provisions regardingthe protection of personal information as stipulated under the relevant laws and regulations.The legal consequences of violation of the Cyber Security Law i

51、nclude penalties ofwarning,confiscation of illegal income,suspension of related business,winding up for rectification,shutting down the websites,and revocation of business license or relevant permits.ii The Civil Code of the PRC(issued by the PRC National Peoples Congress on May 28,2020 and effectiv

52、e from January 1,2021)provides the main legal basis for privacy andpersonal information infringement claims under the Chinese civil laws.PRC regulators,including the Cyberspace Administration of China,or the CAC,MIIT,and the Ministry ofPublic Security have been increasingly focused on regulation in

53、the areas of data security and data protection.The PRC regulatory requirements regarding cybersecurity are constantly evolving.For instance,various regulatory bodies in China,including the CAC,the Ministry ofPublic Security and the SAMR,have enforced data privacy and protection laws and regulations

54、with evolving standards and interpretations.On December 28,2021,the Chinesegovernment promulgated Cybersecurity Review Measures,which came into effect on February 15,2022.According to the Cybersecurity Review Measures,(i)the use of networkproducts and services purchased by operators of critical info

55、rmation infrastructure,that affect or may affect national security,is subject to the cybersecurity review;(ii)anapplication for cybersecurity review should be made by the internet platform operator holding personal information of more than one million users before such internet platformoperator list

56、s its securities overseas;and(iii)relevant authorities of the cybersecurity review mechanism may initiate cybersecurity review if they determine an operators networkproducts or services or data processing activities affect or may affect national security.On September 30,2024,the State Council releas

57、ed Regulations on the Management of Network Data Security,or the Network Data Regulation,which came into force onJanuary 1,2025.The Network Data Regulation is not only the first at the administrative regulation level specifically for network data security,but it also serves as a comprehensiveimpleme

58、nting regulation for the compliance requirements set out by the Cybersecurity Law,Data Security Law,and Personal Information Protection Law.The Network DataRegulation introduces several key obligations,including requiring network data handlers to specify the purpose and method of personal informatio

59、n processing,as well as the typesof personal information involved,before any personal information is handled.It also clarifies definitions for important data,outlines the obligations of those handling importantdata,establishes broader contractual requirements for data sharing between data handlers,a

60、nd introduces a new exemption for regulatory obligations regarding cross-border.We donot know how such regulations will affect us and our continued listing on Nasdaq.In the event that the CAC determines that we are subject to these regulations,we may be subject tofines and penalties.On June 10,2021,

61、the Standing Committee of the PRC National Peoples Congress promulgated the PRC Data Security Law which came into effect on September 1,2021.The Data Security Law also sets forth the data security protection obligations for entities and individuals handling personal data,including that no entity or

62、individual may acquiresuch data by stealing or other illegal means,and that the collection and use of such data should not exceed the necessary limits.The costs of compliance with,and other burdensimposed by,Cyber Security Law and any other cybersecurity and related laws may limit the use and adopti

63、on of our products and services and could have an adverse impact on ourbusiness.Further,if the relevant laws mandate clearance of cybersecurity review and other specific actions to be completed by companies like us,we face uncertainties as to whethersuch clearance can be in a timely fashion or at al

64、l.We do not expect to be subject to the cybersecurity review by the CAC,given that:(i)we do not possess more than one million users personal information;(ii)we do notplace any reliance on collection and processing of any personal information to maintain our business operation;(iii)we have not been n

65、otified by any authorities of being classified asan operator of critical information infrastructure;(iv)data processed in our business should not have a bearing on national security nor affect or may affect national security;and(v)we have not been subject to any material administrative penalties,man

66、datory rectifications,or other sanctions by any competent regulatory authorities in relation to cybersecurityand data protection,nor have there been material cybersecurity and data protection incidents or infringement upon any third parties,or other legal proceedings,administrative orgovernmental pr

67、oceedings pending or threatened against or relating to us.Further,as mentioned above,the national laws adopted by the PRC are generally not applicable to Hong Kong according to the Basic Law.However,there remains uncertainty as to how these measures and regulations will be interpreted or implemented

68、 and whether the PRC regulatory agencies,including theCAC,may adopt new laws,regulations,rules,or detailed implementation and interpretation related to the cybersecurity and data protection.If any such new laws,regulations,rules,or implementation and interpretation comes into effect,we will take all

69、 reasonable measures and actions to comply and minimize the adverse effect of such laws on us.iii We cannot assure you that PRC regulatory agencies,including the CAC,would take the same view as we do,and there is no assurance that we can fully or timely complywith such laws.In the event that we are

70、subject to any mandatory cybersecurity review and other specific actions required by the CAC,we face uncertainty as to whether anyclearance or other required actions can be timely completed or at all.Given such uncertainty,we may be further required to suspend our relevant business,shut down our web

71、site,orface other penalties which could materially and adversely affect our business,financial condition,and results of operations.We believe that we have been in compliance with the data privacy and personal information requirements of the CAC for the abovementioned reasons.Neither the CAC norany o

72、ther PRC regulatory agency or administration has contacted the Company in connection with the Companys or its subsidiaries operations.The Company is currently notrequired to obtain regulatory approval from the CAC nor any other PRC authorities for its and its subsidiaries operations in HK SAR.As of

73、the date of this prospectus,our Company and its subsidiaries have not received any inquiry,notice,warning or sanctions regarding our overseas listing from the ChinaSecurities Regulatory Commission or any other PRC governmental authorities.For more details,see“Risk Factors Risks Related to Doing Busi

74、ness in Hong Kong SAR We maybe subject to a variety of laws and other obligations regarding cybersecurity and data protection,and any failure to comply with applicable laws and obligations could have a material andadverse effect on our business,financial condition and results of operations”.None of

75、our business activities appears to be within the immediate targeted areas of concern identified by the Chinese government.However,because some of our operatingsubsidiaries are in HK SAR and their operations are there,and given the Chinese governments significant oversight and discretion over the con

76、duct of our business operations inHK SAR,the Chinese government may intervene or influence our operations at any time,which could result in a material change in our operations and consequently,the value ofour Class A Ordinary Shares.The Chinese government could also significantly limit or completely

77、 hinder our ability to list on a U.S.or other foreign exchange and to offer futuresecurities to investors and cause the value of such securities to significantly decline or be worthless.Please refer to“Risk Factors Risks Related to Doing Business in Hong Kong SAR The recent spate of government inter

78、ference by the PRC government into business activities of U.S.listed Chinese companies may negatively impact our operations,the value of oursecurities and/or significantly limit or completely hinder our ability to offer future securities to investors and cause the value of such securities to signifi

79、cantly decline or be worthless”.Presently,none of the PRC laws and regulations above applies to us because national laws adopted by the PRC are not applicable in HK SAR,except for those listed inAnnex III to the Basic Law.Further,there is no legislation stating that the laws in HK SAR should be comm

80、ensurate with those in the PRC.With regard to the potential regulatoryactions related to data security and anti-monopoly in HK SAR,please refer to our disclosures in“Risk Factors Risks Related to Doing Business in Hong Kong SAR We may besubject to a variety of laws and other obligations regarding cy

81、bersecurity and data protection,and any failure to comply with applicable laws and obligations could have a material andadverse effect on our business,financial condition and results of operations”on page 38.Apart from the foregoing,there is no other impact on our ability to conduct our business asp

82、resently conducted,accept foreign investments,or list on a U.S.or foreign exchange.iv Our Class A Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act(the“HFCA Act”)if the PublicCompany Accounting Oversight Board(the“PCAOB”)is unab

83、le to inspect our auditors for two consecutive years beginning in 2021.The HFCA Act was enacted on December 18,2020 and states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB forthree cons

84、ecutive years beginning in 2021,the SEC shall prohibit the companys shares from being traded on a national securities exchange or in over-the-counter trading market inthe U.S.On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation r

85、equirements of the HFCA Act.A companywill be required to comply with these rules if the SEC identifies it as having a“non-inspection”year under a process to be subsequently established by the SEC.The SEC is assessinghow to implement other requirements of the HFCA Act,including the listing and tradin

86、g prohibition requirements described above.On June 22,2021,the U.S.Senate passed theAccelerating Holding Foreign Companies Accountable Act and on December 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“ConsolidatedAppropriations Act”)was signed into law by President Biden,whi

87、ch contained,among other things,an identical provision to the Accelerating Holding Foreign CompaniesAccountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consec

88、utive years instead of three,thus reducing the time period for triggering the prohibition on trading.On December 2,2021,the SEC adopted finalamendments to its rules implementing the HFCA Act.The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issue

89、d by a registeredpublic accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate(“Commission-Identified Issuers”)and require Commission-Identified Issuers identified by the SEC to submit documentation and make disclosures required under the HFC

90、A Act.In addition,the final amendments also establish proceduresthe SEC will follow in(i)determining whether a registrant is a“Commission-Identified Issuer”and(ii)prohibiting the trading on U.S.securities exchanges and in the over-the-counter market of securities of a“Commission-Identified Issuer”un

91、der the HFCA Act.The final amendments are effective on January 10,2022.The SEC will begin to identify andlist Commission-Identified Issuers on its website shortly after registrants begin filing their annual reports for 2021.Pursuant to the HFCA Act,the PCAOB issued a DeterminationReport on December

92、16,2021,which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China orHong Kong,a Special Administrative Region of the PRC,because of a position taken by one or more authorities in the PRC or Hong Kong.In addition,the P

93、CAOBs reportidentified the specific registered public accounting firms which are subject to these determinations.On August 26,2022,the PCAOB announced that it had signed a Statement ofProtocol(the“SOP”)with the China Securities Regulatory Commission and the Ministry of Finance of China.The SOP,toget

94、her with two protocol agreements governing inspectionsand investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete inspections and investigations by the PCAOB of auditfirms based in mainland China and Hong Kong,as required under U.S.law.Pursu

95、ant to the SOP Agreement,the PCAOB shall have independent discretion to select any issuer auditsfor inspection or investigation and has the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able tosecure complete access to inspect

96、 and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previousdeterminations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board will consider the n

97、eed toissue a new determination.Our auditor,Assentsure PAC,the independent registered public accounting firm that issues the audit report included in this prospectus,as an auditor of companies that aretraded publicly in the United States and a firm registered with the PCAOB,is subject to laws in the

98、 United States pursuant to which the PCAOB conducts regular inspections toassess Assentsure PACs compliance with applicable professional standards.Assentsure PAC is headquartered in Singapore,and it is not subject to the determinations announced bythe PCAOB on December 16,2021.These developments cou

99、ld add uncertainties to our Offering.Despite that we have a U.S.based auditor that is registered with the PCAOB and subject to PCAOB inspection,there are still risks to the Company and investors if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor becau

100、se of a position taken by anauthority in a foreign jurisdiction.If our Class A Ordinary Shares are prohibited from being traded on a national securities exchange or over-the counter under the HFCA Act in thefuture because the PCAOB determines that it cannot inspect or fully investigate our auditor a

101、t such future time,Nasdaq may determine to delist our Class A Ordinary Shares.If ourClass A Ordinary Shares are unable to be listed on another securities exchange by then,such a delisting would substantially impair your ability to sell or purchase our Class AOrdinary Shares when you wish to do so,an

102、d the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Class A Ordinary Shares.v We cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of ou

103、r auditorsaudit procedures and quality control procedures,adequacy of personnel and training,or the sufficiency of resources,geographic reach or experience as it relates to the audit of ourfinancial statements.It remains unclear what the SECs implementation process related to the March 2021 interim

104、final amendments will entail or what further actions the SEC,thePCAOB or Nasdaq will take to address these issues and what impact those actions will have on U.S.companies that have significant operations in the PRC and have securities listedon a U.S.stock exchange(including a national securities exc

105、hange or over-the-counter stock market).In addition,the March 2021 interim final amendments and any additionalactions,proceedings,or new rules resulting from these efforts to increase U.S.regulatory access to audit information could create some uncertainty for investors,the market price ofour Ordina

106、ry Shares could be adversely affected,trading in our securities may be prohibited and we could be delisted if we and our auditor are unable to meet the PCAOBinspection requirement or are required to engage a new audit firm,which would require significant expense and management time.We are headquarte

107、red in HK SAR and not mainland China.We do not use variable interest entities in our corporate structure.We,through our indirect wholly-ownedsubsidiaries in HK SAR and Taiwan,operate a global network of digital Creators who create and publish content to social media platforms such as YouTube,Faceboo

108、k,Instagram,and TikTok.Because of our corporate structure as a British Virgin Islands holding company with operations conducted by our HK SAR and Taiwanese subsidiaries,it involvesunique risks to investors.Furthermore,Chinese regulatory authorities could change the rules and regulations regarding fo

109、reign ownership in the industry in which we operate anddisallow our 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,includingthat it could cause the value of such securities to significantl

110、y decline or become worthless.For a more detailed discussion,please refer to“Risk Factors Risk Related To DoingBusiness in HK SAR The recent spate of government interference by the PRC government into business activities of U.S.listed Chinese companies may negatively impact our operations,value of o

111、ur securities and/or significantly limit or completely hinder our ability to offer future securities to investors and cause the value of such securities to significantly decline or beworthless”on page 41.A summary of the applicable laws and regulations in HK SAR to the Company and its business is fo

112、und on page 108.Some of the risks and challenges ofconducting business in HK SAR include,but are not limited to political considerations involving HK SAR,higher costs of conducting business,changes in the currency peg system,operating in a highly-regulated environment,uncertainties in the interpreta

113、tion and enforcement of Chinese laws and regulations and the perceived interference by the Chinesegovernment there.Further,there is uncertainty as to whether the courts of the HK SAR would(i)recognize or enforce judgments of United States courts obtained against us or ourdirectors or officers predic

114、ated upon the civil liability provisions of the securities laws of the United States or any state in the United States or(ii)entertain original actions brought inthe HK SAR against us or our directors or officers predicated upon the securities laws of the United States or any state in the United Sta

115、tes.A more detailed discussion of the risks ofdoing business in HK SAR is found under“Risk Factors Risks Related to Doing Business in HK SAR”on page 36 and the enforcement of civil liabilities in Hong Kong under“Enforceability of Civil Liabilities”on page 168.During the normal courses of our busines

116、s,cash may be transferred between our companies via wire transfer to and from bank accounts to pay certain business expenses,asloans or capital contribution.Cash is maintained by our subsidiaries in HK SAR,Taiwan and Singapore.VS Media Limited(“VS Media HK”)has two Hong Kong Dollar savings accounts,

117、two HongKong Dollar current bank accounts and five foreign currency savings bank accounts in HK SAR.GRACE CREATION LIMITED(“Grace Creation”)has one Hong Kong Dollarsavings account,one Hong Kong Dollar current bank account and one foreign currency savings bank account in HK SAR.VS MEDIA LIMITED(“VS M

118、edia TW”)has two TaiwanDollar savings bank accounts and one foreign currency savings bank account in Taiwan.VS MEDIA PTE.LTD.(“VS Media SG”)has one Singapore Dollar bank account inSingapore.VS Media Co Limited(“VS Media BVI”)and its wholly owned subsidiary VSM Holdings Limited(“VSM”)both have no ban

119、k accounts.VS MEDIA Holdings Limitedhas one Hong Kong Dollar savings account,one Hong Kong Dollar current bank account and one foreign currency savings bank account in HK SAR.For a more detailed summaryof cash transactions between our subsidiaries,please refer to“Transfers of Cash to and from Our Su

120、bsidiaries”on page 15.vi We currently have not maintained any cash management policies that dictate the purpose,amount and procedure of cash transfers between the Company,our subsidiaries,or investors.Rather,the funds can be transferred in accordance with the applicable laws and regulations and on a

121、n“as-needed”basis.To the extent cash or assets in the business is inHong Kong or in a Hong Kong entity,the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition ofrestrictions and limitations on the ability of us or ou

122、r subsidiaries by the PRC or Hong Kong governments to transfer cash or assets.See“Risk Factors Risk Related to DoingBusiness in HK SAR To the extent cash or assets in the business is in HK SAR or an HK SAR entity,the funds or assets may not be available to fund operations or for other use outside of

123、HK SAR due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets”on page 45.As of the current date,none of our companies has distributed any cash dividends or made any cash distributions.There a

124、re no restrictions for the transfer or distribution ofcash between the companies.Please refer to the condensed consolidating schedule and the consolidated financial statements on page F-1.Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body

125、 has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.We will deliver Class A Ordinary Shares being issued to the investors electronically sold in this offering,upon closing and receipt of inv

126、estor funds for the purchase of the securities offeredpursuant to this prospectus.Per Class AOrdinaryShare Total(MinimumOffering)Total(MaximumOffering)Public offering price Placement Agent commissions(1)Proceeds to us,before expenses (1)We have agreed to pay the Placement Agent a commission equal to

127、 3.0%of the gross proceeds sold in the Offering.We have also agreed to reimburse the Placement Agent for certain of itsoffering related expenses,including reimbursement for all travel,due diligence,or related expenses.For a description of the compensation to be received by the Placement Agent,see“Pl

128、anof Distribution”for more information.No dealer,salesperson or any other person is authorized to give any information to make any representations in connection with this offering other than those contained in this prospectusand,if given or made,the information or representations must not be relied

129、upon as having been authorized by us.Placement Agent:Joseph Gunnar&Co.,LLC Prospectus dated ,2025 vii TABLE OF CONTENTS Commonly Used Defined Terms2Cautionary Statement Regarding Forward Looking Statements4Prospectus Summary9Risk Factors23Use of Proceeds60Dividend Policy61Capitalization62Dilution63M

130、anagements Discussion and Analysis of Financial Condition and Results of Operations64Industry81Business92Management135Executive Compensation140Related Party transactions141Principal Shareholders142Description of Ordinary Shares143Shares Eligible for Future Sale158Plan Of Distribution159Taxation161En

131、forceability of Civil Liabilities168Expenses Relating to this Offering172Legal Matters172Experts172Where You Can Find Additional Information172Index to Financial InformationF-1 You should rely only on the information contained in this prospectus and any related free-writing prospectus that we author

132、ize to be distributed to you.We and the Placement Agent havenot authorized any person,including any underwriter,to provide you with information different from that contained in this prospectus or any related free-writing prospectus that we authorize tobe distributed to you.This prospectus is not an

133、offer to sell,nor is it seeking an offer to buy,our Shares in any state or jurisdiction where such offer or sale is not permitted.The information inthis prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies,regardless of the

134、time of delivery of this prospectus or of anysale of the Shares offered hereby.Our business,financial condition,results of operations and prospects may have changed since that date.We do not take any responsibility for,nor do weprovide any assurance as to the reliability of,any information other tha

135、n the information in this prospectus and any free writing prospectus prepared by us or on our behalf.Neither the deliveryof this prospectus nor the sale of our Shares means that information contained in this prospectus is correct after the date of this prospectus.You may lose all of your investment

136、in our Shares.If you are uncertain as to our business and operations or you are not prepared to lose all of your investment in our Shares,westrongly urge you not to purchase any of our Shares.We recommend that you consult legal,financial,tax,and other professional advisors or experts for further gui

137、dance beforeparticipating in the offering of our Shares as further detailed in this prospectus.We do not recommend that you purchase our Shares unless you have prior experience with investments in capital markets,possess basic knowledge of the human resourcesand staffing solutions industry,and have

138、received independent professional advice.We were incorporated under the laws of the British Virgin Islands as a business company established under the BVI Act with limited liability and a majority of our issued andoutstanding securities are owned by non-U.S.residents.Under the rules of the SEC,we cu

139、rrently qualify for treatment as a“foreign private issuer.”As a foreign private issuer,we will not berequired to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of1934.1

140、 COMMONLY USED DEFINED TERMS Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“Amended Memorandum and Articles”are to our amended and restated memorandum and articles of association currently in effect;“Board”refers to the board of directors of VS MEDIA H

141、oldings Limited;“Brand”refers to a product,service or concept that is publicly distinguished from other products,services or concepts so that it can be easily communicated and usually marketed.Brands are used in business,marketing,and advertising for recognition and,importantly,to create and store v

142、alue as brand equity for the object identified,to the benefit of the brandscustomers,its owners and shareholders.Branding is the process of creating and disseminating the brand name,its qualities and personality.Branding could be applied to the entirecorporate identity as well as to individual produ

143、cts and services or concepts;“BVI”refers to the British Virgin Islands;“BVI Act”is to the BVI Business Companies Act(As Revised)as the same may be amended from time to time.“China”or the“PRC”are to the Peoples Republic of China,excluding Taiwan and includes the special administrative regions of Hong

144、 Kong and Macau for the purposes of thisprospectus only.The only instances when“PRC”or“China”does not include Hong Kong or Macau are when specific laws and regulations are adopted by the PRC;“Class A Ordinary Shares”are to the Class A ordinary shares of no par value of VS MEDIA Holdings Limited;“Cla

145、ss B Ordinary Shares”are to the Class B ordinary shares of no par value of VS MEDIA Holdings Limited;“Creator”is to a content creator who creates entertaining or educational material to be expressed through any media or channel,usually social media;“Creator Economy”is to the class of businesses buil

146、t by independent content creators,curators,and community builders including social media influencers,bloggers,andvideographers,plus the software and finance tools designed to help them with growth and monetization;“HK SAR”is to Hong Kong,Special Administrative Region,Peoples Republic of China;“MLINK

147、”refers to MLINK LIMITED,a company established under the laws of Macau and a wholly-owned subsidiary of VS Media HK.“Placement Agent”refers to Joseph Gunnar&Co.,LLC.which is acting as exclusive placement agent for this Offering.“Placement Agent Agreement”refers to the Placement Agent Agreement dated

148、*,2025 entered into between our Company and Joseph Gunnar&Co.,LLC,pursuant to which thePlacement Agent has agreed to arrange for the sale of Shares offered in this prospectus on a“best-efforts”basis,as described in the sections titled“Plan of Distribution”of thisprospectus “SEC”means the U.S.Securit

149、ies and Exchange Commission;“shares,”“Shares,”“ordinary shares”or“Ordinary Shares”are to the Class A Ordinary Shares and Class B Ordinary Shares;2 “VSM BVI”,the“Company”,“we,”“us,”“our company,”and“our,”refer to VS MEDIA Holdings Limited,incorporated with limited liability under the laws of the BVI

150、and itssubsidiaries,VSM and VS Media SG,Grace Creation,VS Media TW and VS Media BVI and VS Media HK,and,in the context of describing our operations and consolidated financialinformation “VSM”refers to VSM Holdings Limited,a company established under the laws of BVI and a wholly-owned subsidiary of V

151、SM BVI;“VS Media SG”refers to VS MEDIA PTE.LTD.,a company established under the laws of Singapore and a wholly-owned subsidiary of VSM;“VS Media TW”refers to VS MEDIA LIMITED.,a company established under the laws of Taiwan and a wholly-owned subsidiary of VSM;“VS Media BVI”refers to VS Media Co Limi

152、ted,a company established under the laws of BVI and a wholly-owned subsidiary of VSM;“VS Media HK”refers to VS Media Limited,a company established under HK SAR and a wholly-owned subsidiary of VS Media BVI;“Taiwan”is to Taiwan,Republic of China.All references to“H.K.dollars,”“HKD”or“HK$”are to the l

153、egal currency of HK SAR;All references to“RMB,”or“CNY”are to the legal currency of the PRC;All references to“TWD,”“NT$”or“New Taiwan Dollars”are to the legal currency of Taiwan,Republic of China;All references to“U.S.dollars,”“dollars,”“USD,”“US$”or“$”are to the legal currency of the United States.O

154、ur business is conducted by our indirect wholly-owned entities in HK SAR,using HK$,the currency of HK SAR,and our indirect wholly-owned subsidiary in Taiwan,using NT$.Our consolidated financial statements are presented in United States dollars.In this prospectus,we refer to assets,obligations,commit

155、ments and liabilities in our consolidated financialstatements in United States dollars.These dollar references are based on the exchange rate of HK$and NT$to United States dollars,determined as of a specific date or for a specific period.Changes in the exchange rate will affect the amount of our obl

156、igations and the value of our assets in terms of United States dollars which may result in an increase or decrease in the amount ofour obligations(expressed in dollars)and the value of our assets,including accounts receivable(expressed in dollars).This prospectus contains translations of certain HK$

157、,NT$and SG$amounts into US$amounts at specified rates solely for the convenience of the reader.The relevant exchange ratesare listed below:December 31,US$Exchange Rate 2024 2023 Year ended HK$:US$exchange rate 7.7655 7.8081 Annual average HK$:US$exchange rate 7.8014 7.8260 Year ended NT$:US$exchange

158、 rate 32.7515 30.5106 Annual average NT$:US$exchange rate 32.1557 31.0906 Year ended SG$:US$exchange rate 1.3625 1.3192 Annual average SG$:US$exchange rate 1.3376 1.3410 Year ended CNY$:US$exchange rate N/A N/A Annual average CNY$:US$exchange rate N/A N/A Numerical figures shown as totals in various

159、 tables may not be arithmetic aggregations of the figures that precede them.For the sake of clarity,this prospectus follows the English naming convention of first name followed by last name,regardless of whether an individuals name is Chinese or English.For example,the name of our Chairman will be p

160、resented as“Nga Fan Wong,”even though,in Chinese,Ms.Wongs name is presented as“Wong Nga Fan.”3 We have relied on statistics provided by a variety of publicly-available sources regarding HK SARs and Chinas expectations of growth.We did not,directly or indirectly,sponsor orparticipate in the publicati

161、on of such materials,and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus.We have sought to providecurrent information in this prospectus and believe that the statistics provided in this prospectus remain up-to-date and reliable,a

162、nd these materials are not incorporated in this prospectus otherthan to the extent specifically cited in this prospectus.Except where otherwise stated,all ordinary share accounts provided herein are on a pre-share-increase basis.MARKET AND INDUSTRY DATA Unless otherwise indicated,information contain

163、ed in this prospectus concerning our industry,our market share and the markets that we serve is based on information from independentindustry and research organizations,other third-party sources(including industry publications,surveys and forecasts)and management estimates.Management estimates are d

164、erived frompublicly available information released by independent industry analysts and third-party sources,as well as data from our internal research,and are based on assumptions made by us uponreviewing such data and our knowledge of such industry and markets that we believe to be reasonable.Altho

165、ugh we believe the data from these third-party sources is reliable,we have notindependently verified any such information.In addition,projections,assumptions and estimates of the future performance of the industry in which we operate and our future performance arenecessarily subject to uncertainty a

166、nd risk due to a variety of factors,including those described in“Risk Factors”and“Cautionary Statement Regarding Forward-Looking Statements.”Theseand other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us.TRADEMARKS,SERVICE MARKS,

167、AND TRADE NAMES Solely for convenience,the trademarks,service marks,and trade names referred to in this prospectus are without the and symbols,but such references are not intended to indicate,in any way,that we will not assert,to the fullest extent under applicable law,our rights or the rights of th

168、e applicable licensors to these trademarks,service marks and trade names.Thisprospectus contains additional trademarks,service marks,and trade names of others,which are the property of their respective owners.We do not intend our use or display of other companiestrademarks,service marks,or trade nam

169、es to imply a relationship with,or endorsement or sponsorship of us by,any other companies.CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that involve risks and uncertainties,such as statements related to future events,business strategy,

170、future performance,futureoperations,backlog,financial position,estimated revenues and losses,projected costs,prospects,plans and objectives of management.All statements other than statements of historical fact maybe forward-looking statements.Forward-looking statements are often,but not always,ident

171、ified by the use of words such as“seek,”“anticipate,”“plan,”“continue,”“estimate,”“expect,”“may,”“will,”“project,”“predict,”“potential,”“targeting,”“intend,”“could,”“might,”“should,”“believe”and similar expressions or their negative.Forward-looking statements should not beread as a guarantee of futu

172、re performance or results and will not necessarily be accurate indications of the times at,or by,which such performance or results will be achieved.Forward-lookingstatements are based on managements belief,based on currently available information,as to the outcome and timing of future events.These s

173、tatements involve estimates,assumptions,knownand unknown risks,uncertainties and other factors that may cause actual results or events to differ materially from those expressed in such forward-looking statements.When evaluatingforward-looking statements,you should consider the risk factors and other

174、 cautionary statements described in“Risk Factors.”We believe the expectations reflected in the forward-lookingstatements contained in this prospectus are reasonable,but no assurance can be given that these expectations will prove to be correct.Forward-looking statements should not be unduly reliedup

175、on.Important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements include,but are not limited to:our goals and growth strategies;our future business development,financial condition and results of operations;trends in the Internet f

176、acilitator industry in HK SAR,Taiwan and globally;competition in our industry;fluctuations in general economic and business conditions in HK SAR,Taiwan and other regions where we operate;the regulatory environment in which we and companies integral to our ecosystem operate;our proposed use of procee

177、ds from this Offering;and assumptions underlying or related to any of the foregoing 4 These factors are not necessarily all of the important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements.Otherunknown or unpredictable factors

178、 could also cause actual results or events to differ materially from those expressed in the forward-looking statements.Our future results will depend uponvarious other risks and uncertainties,including those described in“Risk Factors.”All forward-looking statements attributable to us are qualified i

179、n their entirety by this cautionary statement.Forward-looking statements speak only as of the date hereof.We undertake no obligation to update or revise any forward-looking statements after the date on which any such statement is made,whether as a result of new information,future events or otherwise

180、.Cautionary Statement Regarding Doing Business in China We are subject to certain legal and operational risks associated with being based in China.PRC laws and regulations governing our current business operations aresometimes vague and uncertain,and as a result these risks may result in material ch

181、anges in our operations,completely hinder of our ability to offer or continue to offer oursecurities to investors and cause the value of our securities to significantly decline or become worthless.Recently,the General Office of the Central Committee of the Communist Party of China and the General Of

182、fice of the State Council jointly issued the Opinions on Severeand Lawful Crackdown on Illegal Securities Activities,which was available to the public on July 6,2021.These opinions emphasized the need to strengthen the administration overillegal securities activities and the supervision on overseas

183、listings by China-based companies.The PRC government also initiated a series of regulatory actions and statements toregulate business operations in China with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-basedcompanies

184、listed overseas,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Since these statements andregulatory actions are relatively new,it is highly uncertain how soon legislative or administrative regulation making bodies will respon

185、d and what existing or new laws or regulationsor detailed implementations and interpretations will be modified or promulgated,if any,and the potential impact such modified or new laws and regulations will have on our dailybusiness operation,the ability to accept foreign investments and list on a U.S

186、.exchange.The PRC Criminal Law,as newly amended on December 29,2023,prohibits institutions,companies,and their employees from illegally selling or otherwise disclosing acitizens personal information obtained during the course of performing duties or providing services or obtaining such information t

187、hrough theft or other illegal ways.On November7,2016,the Standing Committee of the PRC National Peoples Congress issued the Cyber Security Law,which became effective on June 1,2017.Pursuant to the Cyber Security Law,network operators must not,without users consent,collect their personal information,

188、and may only collect users personalinformation necessary to provide their services.Providers are also obliged to provide security maintenance for their products and services and shall comply with provisions regardingthe protection of personal information as stipulated under the relevant laws and reg

189、ulations.The legal consequences of violation of the Cyber Security Law include penalties ofwarning,confiscation of illegal income,suspension of related business,winding up for rectification,shutting down the websites,and revocation of business license or relevant permits.The Civil Code of the PRC(is

190、sued by the PRC National Peoples Congress on May 28,2020 and effective from January 1,2021)provides the main legal basis for privacy andpersonal information infringement claims under the Chinese civil laws.PRC regulators,including the CAC,MIIT,and the Ministry of Public Security have been increasing

191、ly focusedon regulation in the areas of data security and data protection.The PRC regulatory requirements regarding cybersecurity are constantly evolving.For instance,various regulatory bodies in China,including the CAC,the Ministry ofPublic Security and the SAMR,have enforced data privacy and prote

192、ction laws and regulations with evolving standards and interpretations.On December 28,2021,the Chinesegovernment promulgated Cybersecurity Review Measures,which came into effect on February 15,2022.According to the Cybersecurity Review Measures,(i)the use of networkproducts and services purchased by

193、 operators of critical information infrastructure,that affect or may affect national security,is subject to the cybersecurity review;(ii)anapplication for cybersecurity review should be made by the internet platform operator holding personal information of more than one million users before such int

194、ernet platformoperator lists its securities overseas;and(iii)relevant authorities of the cybersecurity review mechanism may initiate cybersecurity review if they determine an operators networkproducts or services or data processing activities affect or may affect national security.On September 30,20

195、24,the State Council released Regulations on the Management of Network Data Security,or the Network Data Regulation,which came into force onJanuary 1,2025.The Network Data Regulation is not only the first at the administrative regulation level specifically for network data security,but it also serve

196、s as a comprehensiveimplementing regulation for the compliance requirements set out by the Cybersecurity Law,Data Security Law,and Personal Information Protection Law.The Network DataRegulation introduces several key obligations,including requiring network data handlers to specify the purpose and me

197、thod of personal information processing,as well as the typesof personal information involved,before any personal information is handled.It also clarifies definitions for important data,outlines the obligations of those handling importantdata,establishes broader contractual requirements for data shar

198、ing between data handlers,and introduces a new exemption for regulatory obligations regarding cross-border.We donot know how such regulations will affect us and our continued listing on Nasdaq.In the event that the CAC determines that we are subject to these regulations,we may be subject tofines and

199、 penalties.5 On June 10,2021,the Standing Committee of the PRC National Peoples Congress promulgated the PRC Data Security Law which came into effect on September 1,2021.The Data Security Law also sets forth the data security protection obligations for entities and individuals handling personal data

200、,including that no entity or individual may acquiresuch data by stealing or other illegal means,and that the collection and use of such data should not exceed the necessary limits.The costs of compliance with,and other burdensimposed by,Cyber Security Law and any other cybersecurity and related laws

201、 may limit the use and adoption of our products and services and could have an adverse impact on ourbusiness.Further,if the relevant laws mandate clearance of cybersecurity review and other specific actions to be completed by companies like us,we face uncertainties as to whethersuch clearance can be

202、 in a timely fashion or at all.We do not expect to be subject to the cybersecurity review by the CAC,given that:(i)we do not possess more than one million users personal information;(ii)we do notplace any reliance on collection and processing of any personal information to maintain our business oper

203、ation;(iii)we have not been notified by any authorities of being classified asan operator of critical information infrastructure;(iv)data processed in our business should not have a bearing on national security nor affect or may affect national security;and(v)we have not been subject to any material

204、 administrative penalties,mandatory rectifications,or other sanctions by any competent regulatory authorities in relation to cybersecurityand data protection,nor have there been material cybersecurity and data protection incidents or infringement upon any third parties,or other legal proceedings,adm

205、inistrative orgovernmental proceedings pending or threatened against or relating to us.According to our Hong Kong counsel,Loeb&Loeb LLP,the national laws adopted by the PRC are generally not applicable to Hong Kong according to the Basic Law of theHong Kong Special Administrative Region(the“Basic La

206、w”).The Basic Law came into effect on July 1,1997.It is the constitutional document of Hong Kong,which sets out thePRCs basic policies regarding Hong Kong.The principle of“one country,two systems”is a prominent feature of the Basic Law,which dictates that Hong Kong will retain its uniquecommon law a

207、nd capitalist system for 50 years after the handover in 1997.Under the principle of“one country,two systems,”Hong Kongs legal system,which is different from thatof the PRC,is based on the common law supplemented by statutes.According to Article 18 of the Basic Law,national laws adopted by the PRC sh

208、all not be applied in Hong Kong,except for those listed in Annex III to the Basic Law,such asthe laws in relation to the national flag,national anthem,and diplomatic privileges and immunities.Further,there is no legislation stating that the laws in Hong Kong should becommensurate with those in the P

209、RC.Despite the foregoing,the legal and operational risks of operating in China also apply to businesses operating in Hong Kong and Macau.However,there remains uncertainty as to how these measures and regulations will be interpreted or implemented and whether the PRC regulatory agencies,including the

210、CAC,may adopt new laws,regulations,rules,or detailed implementation and interpretation related to the cybersecurity and data protection.If any such new laws,regulations,rules,or implementation and interpretation comes into effect,we will take all reasonable measures and actions to comply and to mini

211、mize the adverse effect of such laws on us.We cannot assure you that PRC regulatory agencies,including the CAC,would take the same view as we do,and there is no assurance that we can fully or timely complywith such laws.In the event that we are subject to any mandatory cybersecurity review and other

212、 specific actions required by the CAC,we face uncertainty as to whether anyclearance or other required actions can be timely completed in timely fashion or at all.Given such uncertainty,we may be further required to suspend our relevant business,shutdown our website,or face other penalties which cou

213、ld materially and adversely affect our business,financial condition,and results of operations.We believe that we have been in compliance with the data privacy and personal information requirements of the CAC for the abovementioned reasons.Neither the CAC norany other PRC regulatory agency or adminis

214、tration has contacted the Company in connection with the Companys or its subsidiaries operations.The Company is currently notrequired to obtain regulatory approval from the CAC nor any other PRC authorities for its and its subsidiaries operations in HK SAR.As of the date of this prospectus,our Compa

215、ny and its subsidiaries have not received any inquiry,notice,warning or sanctions regarding our overseas listing from the ChinaSecurities Regulatory Commission or any other PRC governmental authorities.For more details,see“Risk Factors Risks Related to Doing Business in Hong Kong SAR We maybe subjec

216、t to a variety of laws and other obligations regarding cybersecurity and data protection,and any failure to comply with applicable laws and obligations could have a material andadverse effect on our business,financial condition and results of operations”.6 Presently,none of the PRC laws and regulati

217、ons above applies to us because national laws adopted by the PRC are not applicable in HK SAR,except for those listed inAnnex III to the Basic Law.Further,there is no legislation stating that the laws in HK SAR should be commensurate with those in the PRC.With regard to the potential regulatoryactio

218、ns related to data security and anti-monopoly in HK SAR,please refer to our disclosures in“Risk Factors Risks Related to Doing Business in Hong Kong SAR We may besubject to a variety of laws and other obligations regarding cybersecurity and data protection,and any failure to comply with applicable l

219、aws and obligations could have a material andadverse effect on our business,financial condition and results of operations”on page 38.Apart from the foregoing,there is no other impact on our ability to conduct our business aspresently conducted,accept foreign investments,or list on a U.S.or foreign e

220、xchange.All of the statements and regulatory actions referenced are relatively newly published,and official guidance and related implementation rules have not been issued.It ishighly uncertain what the potential impact of such modified or new laws and regulations might be on our daily business opera

221、tion,the ability to accept foreign investments and list ona U.S.exchange.PRC regulatory authorities may in the future promulgate laws,regulations or rules that require us and/or our subsidiaries to obtain regulatory approval fromChinese authorities for our continued listing in the U.S.Cautionary Sta

222、tement Regarding Holding Foreign Companies Accountable Act Our Class A Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act(the“HFCA Act”)if the PublicCompany Accounting Oversight Board(the“PCAOB”)is unable to inspect our auditors

223、for two consecutive years beginning in 2021.The HFCA Act was enacted on December 18,2020 and states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB forthree consecutive years beginning in

224、2021,the SEC shall prohibit the companys shares from being traded on a national securities exchange or in over-the-counter trading market inthe U.S.On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act

225、.A companywill be required to comply with these rules if the SEC identifies it as having a“non-inspection”year under a process to be subsequently established by the SEC.The SEC is assessinghow to implement other requirements of the HFCA Act,including the listing and trading prohibition requirements

226、described above.On June 22,2021,the U.S.Senate passed theAccelerating Holding Foreign Companies Accountable Act and on December 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“ConsolidatedAppropriations Act”)was signed into law by President Biden,which contained,among other th

227、ings,an identical provision to the Accelerating Holding Foreign CompaniesAccountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consecutive years instead of thre

228、e,thus reducing the time period for triggering the prohibition on trading.On December 2,2021,the SEC adopted finalamendments to its rules implementing the HFCA Act.The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registeredpublic acc

229、ounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate(“Commission-Identified Issuers”)and require Commission-Identified Issuers identified by the SEC to submit documentation and make disclosures required under the HFCA Act.In addition,the final

230、 amendments also establish proceduresthe SEC will follow in(i)determining whether a registrant is a“Commission-Identified Issuer”and(ii)prohibiting the trading on U.S.securities exchanges and in the over-the-counter market of securities of a“Commission-Identified Issuer”under the HFCA Act.The final

231、amendments are effective on January 10,2022.The SEC will begin to identify andlist Commission-Identified Issuers on its website shortly after registrants begin filing their annual reports for 2021.Pursuant to the HFCA Act,the PCAOB issued a DeterminationReport on December 16,2021,which found that th

232、e PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China orHong Kong,a Special Administrative Region of the PRC,because of a position taken by one or more authorities in the PRC or Hong Kong.In addition,the PCAOBs reportidentified the

233、specific registered public accounting firms which are subject to these determinations.On August 26,2022,the PCAOB announced that it had signed a Statement ofProtocol(the“SOP”)with the China Securities Regulatory Commission and the Ministry of Finance of China.The SOP,together with two protocol agree

234、ments governing inspectionsand investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete inspections and investigations by the PCAOB of auditfirms based in mainland China and Hong Kong,as required under U.S.law.Pursuant to the SOP Agreement,th

235、e PCAOB shall have independent discretion to select any issuer auditsfor inspection or investigation and has the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able tosecure complete access to inspect and investigate registered

236、 public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previousdeterminations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board will consider the need toissue a new determina

237、tion.7 Our auditor,Assentsure PAC,the independent registered public accounting firm that issues the audit report included in this prospectus,as an auditor of companies that aretraded publicly in the United States and a firm registered with the PCAOB,is subject to laws in the United States pursuant t

238、o which the PCAOB conducts regular inspections toassess Assentsure PACs compliance with applicable professional standards.Assentsure PAC is headquartered in Singapore,and it is not subject to the determinations announced bythe PCAOB on December 16,2021.These developments could add uncertainties to o

239、ur Offering.Despite that we have a U.S.based auditor that is registered with the PCAOB and subject to PCAOB inspection,there are still risks to the Company and investors if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by

240、 anauthority in a foreign jurisdiction.If our Class A Ordinary Shares are prohibited from being traded on a national securities exchange or over-the counter under the HFCA Act in thefuture because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time,Nasdaq

241、 may determine to delist our Class A Ordinary Shares.If ourClass A Ordinary Shares are unable to be listed on another securities exchange by then,such a delisting would substantially impair your ability to sell or purchase our Class AOrdinary Shares when you wish to do so,and the risk and uncertaint

242、y associated with a potential delisting would have a negative impact on the price of our Class A Ordinary Shares.We cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditorsaudit procedures

243、and quality control procedures,adequacy of personnel and training,or sufficiency of resources,geographic reach or experience as it relates to the audit of ourfinancial statements.It remains unclear what the SECs implementation process related to the March 2021 interim final amendments will entail or

244、 what further actions the SEC,thePCAOB or Nasdaq will take to address these issues and what impact those actions will have on U.S.companies that have significant operations in the PRC and have securities listedon a U.S.stock exchange(including a national securities exchange or over-the-counter stock

245、 market).In addition,the March 2021 interim final amendments and any additionalactions,proceedings,or new rules resulting from these efforts to increase U.S.regulatory access to audit information could create some uncertainty for investors,the market price ofour Class A Ordinary Shares could be adve

246、rsely affected,trading in our securities may be prohibited and we could be delisted if we and our auditor are unable to meet the PCAOBinspection requirement or we are required to engage a new audit firm,which would require significant expense and management time.See“Risk Factors Risks Related to Doi

247、ngBusiness in Hong Kong SAR The recent joint statement by the SEC,proposed rule changes submitted by Nasdaq,and an act passed by the U.S.Senate and the U.S.House ofRepresentatives,all call for additional and more stringent criteria to be applied to U.S.-listed companies with significant operations i

248、n China.These developments could add uncertaintiesto our future offerings,business operations share price and reputation”on page 43.8 PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus.This summary is not complete and does not contain all

249、of the information youshould consider in making your investment decision.You should read the entire prospectus carefully before making an investment in our Class A Ordinary Shares.You should carefullyconsider,among other things,our consolidated financial statements and the related notes and the sect

250、ions entitled“Risk Factors”and“Managements Discussion and Analysis ofFinancial Condition and Results of Operations”included elsewhere in this prospectus.Overview We are a British Virgin Islands business company incorporated on August 30,2022,as a holding company of our business,which is primarily op

251、erated through our indirect wholly-owned HKSAR subsidiary,VS Media Limited(“VS Media HK”),our indirect wholly-owned HK SAR subsidiary,GRACE CREATION LIMITED(“Grace Creation”),and our indirect wholly-ownedTaiwan subsidiary,VS MEDIA LIMITED(“VS Media TW”)and our indirect wholly-owned Singapore subsidi

252、ary,VS MEDIA PTE LTD.(“VS Media SG”).Founded in 2013,our company manage a global network of digital Creators who create and publish content to social media platforms such as YouTube,Facebook,Instagram,andTikTok.Our Creators include influencers,KOLsKey Opinion Leaders,bloggers,and other content creat

253、ors who cultivate fanbases on social media platforms.Our business provides value to two major business stakeholders:Creators and Brands.Our Value to Creators:We empower and support Creators by(i)providing them with production facilities,training,and funding to produce quality content;(ii)helping the

254、m expandtheir social media influence and fanbase by assisting with marketing,public relations and audience analytics;and(iii)most importantly,enabling them to monetize their influence byworking effectively with Brands,platforms,and fans.Our Value to Brands:We bridge the divide between Brands and Cre

255、ators through helping Brands reach their target audience effectively by(i)advising on content strategy and budgetand recommending specific Creators;(ii)communicating with and managing selected Creators;(iii)producing engaging and relevant content with Creators to promote key messagesfor Brands;(iv)p

256、ublishing branded content on Creators social media channels;(v)amplifying the reach of Creators and Brands content through precise media planning and buying onsocial media platforms;(vi)providing optimization and retainer services through data analysis and reporting.We have developed two distinct bu

257、t complementary business models:Marketing Services and Social Commerce.Marketing Services Model:We help Creators to generate revenue by working with Brands and social media platforms.We do this in two ways:(1)We assist Brands in developingtheir content and social media strategy and guide them in sel

258、ecting relevant Creators to create engaging content,publish content on social media platforms,and attract fans attentionand increase their responsiveness to the Brands message.We bridge the divide between Brands and Creators by offering Brands local,relevant,and effective solutions from Creators.We

259、also provide advice on marketing strategies and services on performance optimization to Brands to improve the effectiveness of their branded content and ads,all of which arehighly interrelated and not separately identifiable.(2)We assist Creators in earning advertising revenue by creating and publis

260、hing content on social media platforms,like YouTube andFacebook.Social Commerce Model:We purchase products from Brands and re-sell them to Creators to help Creators build their own eCommerce businesses.In some cases,we also helpCreators sell products and merchandise directly to their fanbase/custome

261、rs.9 Below is a brief summary of our relevant business models and corresponding pricing models:BUSINESS MODELS DESCRIPTION PRINCIPAL COST MODEL PRINCIPAL REVENUE MODELMarketing Services from Brands We provide affiliate marketing,productplacement and Brand sponsorship deals forCreators to promote Bra

262、nds messages.Creators are paid to create branded contentand publish it on their social media channelsto promote Brands products and services.Creators are paid each piece ofcontent that they generate and publishon their social media channel.Brands pay us a fixed and pre-determinedservice fee per camp

263、aign.Marketing Services from Social MediaPlatforms We generate advertising revenue throughcreating and publishing content on socialmedia platforms.We pay Creators based on usersviews generated from the content theycreated and published through ourcontent network.YouTube and Facebook pay us advertisi

264、ngrevenues every month based on total advertisingrevenue generated through our content networkbased on views from users.Social Commerce from Customers We resell Brands products to our Creatorsand help them to build their own eCommercebusinesses.We also sell products directly tocustomers.Product cost

265、 Product cost+fixed margin Total revenue increased from$7.99 million in 2023 to$8.25 million in 2024,with an increase of 3.2%.Our gross profit increased from$1.6 million in 2023 to$1.7 million in 2024with an increase of 3.3%.By leveraging our management teams experience and strengthening our relatio

266、nships with media resources,we have grown from an HK SAR start-up to managing an innovative andglobal network of Creators.We are proud of our ability to discover,incubate,and grow a large number of Creators while empowering them to make a living as full-time Creators.We have over1,500 Creators in ou

267、r network who provide content to a fanbase of approximately 100 million.Since 2013,we have cooperated with over 1,000 Brands to promote and sell their products andservices through our Creators solutions.Our Vision Our vision is to disrupt the 2-trillion-dollar media industry by empowering and develo

268、ping Creators and revolutionizing Brands marketing spending behaviors.Our mission is to“EMPOWER CREATORS,”and our motto is“ME VS ME,”with each Creator striving to become a better“ME.”Our Competitive Strengths We believe that the following competitive strengths contribute to our success and set us ap

269、art from our competitors:Our Company was founded in 2013,less than one year after the Creator Economy emerged in 20121.As a forerunner in this space,we possess extensive experience representing bothCreators and Brands.We are skilled in discovering and incubating talented Creators.Working with more t

270、han 1,500 Creators has provided us with ample data and experience to help us identify up-and-coming Creators and tailor-make partnerships so we can grow together.10 We have established strategic partnerships with social media platforms to help us grow our Creators systematically and effectively.Thes

271、e platforms enable us to discover up-and-coming Creators through their data analytics and recommendations.By leveraging platforms to grow Creators faster,we can minimize costs and maximize earnings more efficiently.Bridging Creators and Brands for their mutual growth is one of our top strengths.Even

272、 within the same geographical market,Creators and Brands communicate and function verydifferently,so it is crucial that we truly understand and effectively communicate with both parties to protect and balance their interests.By representing both Creators and Brands inmultiple geographical markets,we

273、 can bridge the divide between these groups and help them achieve their business goals together.As a recognized leader in the Creator Economy in HK SAR and Taiwan,we are one of the first independent digital media networks to provide Brands with unparalleled access to awide range of Influencer Market

274、ing and Social Commerce opportunities in Asia.We provide tailor-made solutions that cater to Brands of different sizes and industries.Our solid anddiverse client base ranges from Skincare and Cosmetics to Retail,Gaming,and E-commerce.As of December 31,2024,we have provided services to over 1,000 Bra

275、nds ranging frommultinationals to small and medium-sized enterprises.We have demonstrated our ability to diversify our business in tandem with changing circumstances and trends.As eCommerce flourished in 2020 and 2021,we quickly adjusted ouroperations to capture this opportunity.We leveraged our rel

276、ationships with Brands to procure attractive product offerings and engaged with Creators to kickstart live shopping within amere two months.Our visionary and experienced management team is passionate about revolutionizing the digital media world and retail industry by empowering Creators.Our Company

277、s success alsoreflects the energy and talents of our young and dynamic operational team who grew up in the digital age.Our Growth Strategy Our goal is to help Creators and Brands maximize their earnings by establishing and managing one of the leading Creator networks in Asia.Accomplishing this goal

278、depends on thefollowing strategies:Developing a systematic Creator incubation program to discover and grow more Creators,particularly in the Asia Pacific region;Deepening our existing relationships with Creators;Expanding and optimizing our Brand portfolio;Expanding our Social Commerce business;Exte

279、nding our geographical reach in Asia and North America;Strengthening our data analytic capabilities;Selectively pursuing strategic alliances and acquisition opportunities;Expanding our talent pool to support future business growth.1 The“formal”Creator Economy emerged around 2012(https:/ Challenges O

280、ur ability to execute our strategies and realize our vision is subject to risks and uncertainties that could impede our progress in the following key areas:Maintaining our relationships with our business stakeholders,mainly Creators and Brands;Continuing to attract gifted Creators to join our networ

281、k;Generating and maintaining sufficient net cash inflows through our operating activities;Attracting new clients,retaining existing clients,and deepening client relationships;Competing effectively in the Creator Economy;Improving our services to keep pace with rapidly changing demands,preferences,ma

282、rketing trends,and technologies in digital marketing and social commerce;Enhancing cooperation with social media platforms and other partners;Expanding and operating our business to encompass additional Asian countries;Expanding our business in North America;Expanding our social Commerce business;In

283、novating and growing new service offerings;Recruiting and retaining talented and passionate employees.We also face additional challenges,risks,and uncertainties that could materially and adversely affect our business,financial condition,results of operations,and prospects.The sectionon“Significant R

284、isk Factors”(pages 1214)provides a more detailed discussion of the risks associated with investing in our shares.11 Significant Risk Factors An investment in our Class A Ordinary Shares involves a number of risks.You should carefully read and consider all of the information contained in this prospec

285、tus(including in“RiskFactors,”“Managements Discussion and Analysis of Financial Condition and Results of Operations”and our consolidated financial statements and the notes thereto)before making aninvestment decision.These risks could adversely affect our business,financial condition and results of o

286、perations,and cause the trading price of our Class A Ordinary Shares to decline.Youcould lose part or all of your investment.In reviewing this prospectus,you should bear in mind that past results are no guarantee of future performance.See“Cautionary Statement RegardingForward-Looking Statements”for

287、a discussion of forward-looking statements and the significance of forward-looking statements in the context of this prospectus.The following is a summary of what our management views as our most significant risk factors:Risks Related to Our Marketing Services and Social Commerce Models We are invol

288、ved in the highly competitive advertising industry and may not be able to compete successfully with our competitors,which could reduce our market share and adverselyaffect our financial condition.Cutbacks on advertising budgets by our Brand clients and failure to maintain and grow our Brand client b

289、ase could materially and adversely affect our business and harm our financialcondition.Any fluctuations in the prices of products sourced from suppliers could adversely affect our operation and profitability.Delay in delivery of products by courier service providers and failure of payment service pr

290、oviders may affect our results of operations and financial condition.We are subject to credit risks for accounts receivable and liquidity gap due to mismatches in time between receipts of payment from clients and issuance of payments to suppliers.For a detailed description of the risks above and oth

291、er related risk factors under this section,please refer to pages 1214.12 Risks Related to Doing Business in HK SAR We could be affected by political considerations involving HK SAR.Our business solely operates in a limited geographical market,and any adverse economic,social and/or political developm

292、ents affecting the market may have a material adverse impacton our operations.There is no assurance that the currency peg system in HK SAR will not be changed.We operate our business in a regulated industry in HK SAR.HK SAR legal systems are evolving and have inherent uncertainties that could limit

293、the legal protections available to you.Uncertainties in the interpretation and enforcement of Chinese laws and regulations,which could change at any time with little advance notice,could limit the legal protectionsavailable to us.We may be subject to a variety of laws and other obligations regarding

294、 cybersecurity and data protection,and any failure to comply with applicable laws and obligations could have amaterial and adverse effect on our business,financial condition and results of operations.The recent spate of government interference by the PRC government into business activities of U.S.li

295、sted Chinese companies may negatively impact our operations,value of oursecurities and/or significantly limit or completely hinder our ability to offer future securities to investors and cause the value of such securities to significantly decline or be worthless.It may be difficult for overseas shar

296、eholders and/or regulators to conduct investigation or collect evidence within China.Our Class A Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for two consecutive yearsbeginning in 2021.The delisting of our shares,o

297、r the threat of their being delisted,may materially and adversely affect the value of your investment.The recent joint statement by the SEC,proposed rule changes submitted by Nasdaq,and an act passed by the U.S.Senate and the U.S.House of Representatives,all call for additionaland more stringent cri

298、teria to be applied to U.S.-listed companies with significant operations in China.These developments could add uncertainties to our future offerings,businessoperations share price and reputation.Nasdaq may apply additional and more stringent criteria for our continued listing.To the extent cash or a

299、ssets in the business is in HK SAR or an HK SAR entity,the funds or assets may not be available to fund operations or for other use outside of HK SAR due tointerventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer ca

300、sh or assets For a detailed description of the risks above and other related risk factors under this section,please refer to pages 36-45.13 Risks Related to Doing Business in Taiwan Rising cross-strait confrontations may result in business disruption and/or may materially and adversely affect our bu

301、siness prospects,financial condition,and results of operations.Due to the lack of jurisdiction and the legal basis,it may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within Taiwan.For a detailed description of the risks above,please refer to

302、 pages 45-46.Risks Related to Our Offering and Ownership of Our Class A Ordinary Shares This offering requires a Minimum Offering Amount of$5,000,000 of securities to be sold,and if we fail to raise Minimum Offering Amount on or before*,we will terminate theoffering,and investors in this offering re

303、ceive a refund.If we are able to raise the Minimum Offering Amount for this offering,we may not be able to raise the amount of capital we believe is required for our business plans,including ournear-term business plans and business goals outlined in this prospectus.An active trading market for our C

304、lass A Ordinary Shares may not continue and the trading price for our Class A Ordinary Shares may fluctuate significantly.Our share price has been,and could continue to be,volatile.You may lose all or part of your investment,and litigation may be brought against us.Our Class A Ordinary Shares curren

305、tly trade at less than$1.00.The last trading that date on which our Class A Ordinary Shares closed over$1.00 was April 1,2025.Recent SECamendments to the Nasdaq listing rules provide that the Company may not effect a reverse stock split until June 18,2025 in order to be eligible for any compliance p

306、eriod to address abid price deficiency relating to the Class A Ordinary Shares.Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of ourClass B Ordinary Shares may view as be

307、neficial.We cannot predict the effect our dual-class structure may have on the market price of our Class A Ordinary Shares.We cannot guarantee that we will declare or distribute any dividend in the future.Investors in our Class A Ordinary Shares will face immediate and substantial dilution in the ne

308、t tangible book value per Share and may experience future dilution.We will have broad discretion in the use of proceeds of this Offering.For a detailed description of the risks above and other related risk factors under this section,please refer to pages 46-59.14 List of Approvals/Permits We and our

309、 subsidiaries have received all requisite permissions or approvals and no permissions or approvals have been denied.If we or our subsidiaries:(i)do not receive or maintain such permissions or approvals,(ii)inadvertently conclude that such permissions or approvals are not required,or(iii)applicablela

310、ws,regulations,or interpretations change and we and/or our subsidiaries are required to obtain such permissions or approvals in the future,the relevant governmental authorities would havebroad discretion in dealing with such violation,including levying fines,confiscating our and/or our subsidiaries

311、income,revoking our or our subsidiaries business licenses or operatinglicenses,discontinuing or placing restrictions or onerous conditions on our operations,requiring us to undergo a costly and disruptive restructuring,restricting or prohibiting our use of proceedsfrom our Offering to finance our or

312、 our subsidiaries business and operations,and taking other regulatory or enforcement actions that could be harmful to our or our subsidiaries business.Anyof these actions could cause significant disruption to our or our subsidiaries business operations and severely damage our or our subsidiaries rep

313、utation,which would in turn materially andadversely affect our or our subsidiaries business,financial condition and results of operations.Transfers of Cash to and from Our Subsidiaries Our business is primarily operated through our indirect wholly-owned HK SAR subsidiaries,VS Media Limited VS Media

314、HK,and Grace Creation,our indirect wholly-owned Taiwansubsidiary,VS Media TW and our indirect wholly-owned Singapore subsidiary,VS Media SG.VS MEDIA Holdings Limited,the BVI holding company will rely on dividends paid by itssubsidiaries,namely VSM,our wholly-owned BVI subsidiary and the latters whol

315、ly-owned HK SAR,Taiwan and Singapore subsidiaries for VS MEDIA Holdings Limiteds working capitaland cash needs,including the funds necessary to pay any dividends.VS MEDIA Holdings Limited,VSM and VS Media BVI are essentially British Virgin Islands holding companies.Only VSMedia HK and Grace Creation

316、 operate in HK SAR and VS Media TW operates in Taiwan.VS Media SG has no operations for now.Cash is maintained by our subsidiaries in HK SAR,Taiwan and Singapore.VS Media Limited(“VS Media HK”)has two Hong Kong Dollar savings accounts,two Hong Kong Dollarcurrent bank accounts and five foreign curren

317、cy savings bank accounts in HK SAR.GRACE CREATION LIMITED(“Grace Creation”)has one Hong Kong Dollar savings account,one HongKong Dollar current bank account and one foreign currency savings bank account in HK SAR.VS MEDIA LIMITED(“VS Media TW”)has two Taiwan Dollar savings bank accounts and oneforei

318、gn currency savings bank account in Taiwan.VS MEDIA PTE.LTD.(“VS Media SG”)has one Singapore Dollar bank account in Singapore.VS Media Co Limited(“VS Media BVI”)and VSM Holdings Limited(“VSM”)both have no bank accounts.VS MEDIA Holdings Limited has one Hong Kong Dollar savings account,one Hong Kong

319、Dollar current bank account andone foreign currency savings bank account in HK SAR.VS MEDIA Holdings Limited has not been,to date,any transfers,dividends,or distributions between the holding company to or fromVSME and its subsidiaries,or to its shareholders.VS MEDIA Holdings Limited is permitted und

320、er the laws of the BVI to provide funding to its subsidiaries through loans or capital contributions without restrictions on the amount ofthe funds.VS Media HK,VS Media TW,Grace Creation,VS Media SG,VS Media BVI and VSM are permitted under the relevant laws of HK SAR,Singapore,Taiwan and BVI to prov

321、idefunding through dividend distribution without restrictions on the amount of the funds.There are no restrictions on dividends transfers from HK SAR,Taiwan and Singapore to the BVI and toU.S.investors.We currently have not maintained any cash management policies that dictate the purpose,amount and

322、procedure of cash transfers between the Company,our subsidiaries,or investors.Rather,the funds can be transferred in accordance with the applicable laws and regulations and on an“as-needed”basis.To the extent cash or assets in the business is in HK SAR or in an HKSAR entity,the funds or assets may n

323、ot be available to fund operations or for other use outside of HK SAR due to interventions in or the imposition of restrictions and limitations on the abilityof us or our subsidiaries by the PRC or Hong Kong governments to transfer cash or assets.See“Risks Related to Doing Business in HK SAR-To the

324、extent cash or assets in the business is inHK SAR or an HK SAR entity,the funds or assets may not be available to fund operations or for other use outside of HK SAR due to interventions in or the imposition of restrictions andlimitations on the ability of us or our subsidiaries by the PRC government

325、 to transfer cash or assets”on page 45.15 Below is the record of our intercompany transactions involving cash during the year ended December 31,2024:VS MediaHoldingsLimited VSMHoldingsLimited VS MEDIAPTE.LTD.VS MediaCo Limited VS MediaLimited(VSMedia HK)VS MEDIALIMITED(VS MediaTW)GRACECREATIONLIMITE

326、D Dr/(Cr.)Dr/(Cr.)Dr/(Cr.)Dr/(Cr.)Dr/(Cr.)Dr/(Cr.)Dr/(Cr.)VS Media Holdings Limited N/A -(736,398)-(359,455)VSM Holdings Limited -N/A -128,916 -VS MEDIA PTE.LTD.-N/A -VS Media Co Limited -N/A 2,639 -VS Media Limited(VS Media HK)736,398 (128,916)-(2,639)N/A 105,054 (57,634)VS MEDIA LIMITED(VS Media T

327、W)-(105,054)N/A -GRACE CREATION LIMITED 359,455 -57,634 -N/A Below is the record of our intercompany transactions involving cash during the year ended December 31,2023:VSM HoldingsLimited VS MEDIAPTE.LTD.VS Media CoLimited VS MediaLimited(VSMedia HK)VS MEDIALIMITED(VS MediaTW)GRACECREATIONLIMITED Dr

328、/(Cr.)Dr/(Cr.)Dr/(Cr.)Dr/(Cr.)Dr/(Cr.)Dr/(Cr.)VSM Holdings Limited N/A -1,221,451 -VS MEDIA PTE.LTD.-N/A -1,491 -VS Media Co Limited -N/A -VS Media Limited(VS Media HK)(1,221,451)(1,491)-N/A -(1,148,000)VS MEDIA LIMITED(VS Media TW)-N/A -GRACE CREATION LIMITED -1,148,000 -N/A No dividends or distrib

329、ution from subsidiary to holding company have been made.No dividends or distributions have been made to our shareholders.We have no present plans todeclare dividends,and we plan to retain our earnings to continue to grow our business.See“Dividend Policy”and“Taxation”.There are no restrictions on for

330、eign exchange and our ability totransfer cash between entities,across borders,and to U.S.investors.There are no restrictions and limitations on our ability to distribute earnings from the Company,including our subsidiaries,and to the parent company and investors as well as the ability to settle amou

331、nts owed.Our Corporate History We commenced operations to build a digital media network with Creators in 2013 through VS Media Limited(“VS Media HK”),a Hong Kong company incorporated on June 7,2013.VS Media HK presently focuses on building our digital media network through incubating and developing

332、Creators and growing our Marketing Services business in HK SAR.VS Media Co Limited(“VS Media BVI”)was incorporated on August 22,2013,in the BVI with limited liability and is the parent of VS Media HK.16 With the growth of our business,VSM Holdings Limited(“VSM”)was incorporated on March 23,2015 in t

333、he BVI with limited liability and is the parent of VS Media BVI.We have since grown and incorporated various subsidiaries throughout the world and operate our various business segments through these subsidiaries.On November 7,2014,we incorporated GRACE CREATION LIMITED(“Grace Creation”)in HK SAR as an indirect wholly-owned subsidiary of VSM to focus on our SocialCommerce business in HK SAR.On June