1、F-1 1 formf-1.htm 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 Islands 2741 Not Applicable(State or other jurisdiction of

2、incorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)6/F,KOHO,75 Hung To Road,Kwun Tong,Hong Kong+852 2889 1313(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Nga Fan

3、Wong6/F,KOHO,75 Hung To Road,Kwun Tong,Hong Kong+852 2889 1313(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Benjamin Tan,Esq.Sichenzia Ross Ference LLP1185 Avenue of the Americas,31st FloorNew York,NY 10036(212)930-9700 telephone(212)930-972

4、5 facsimile William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Tim Dockery,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNew York,NY 10022+1-212-588-0022 telephone+1-212-826-9307 facsimile Approximate date of commencement of proposed sale to the public:Promptly after the effective date of thisregis

5、tration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant toRule 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)unde

6、r the SecuritiesAct,please check the following box and list the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check thefollowing box an

7、d list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check thefollowing box and list the Securities Act registration statement numb

8、er of the earlier effective registration statement for thesame offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of theSecurities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in acco

9、rdance with U.S.GAAP,indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”re

10、fers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary todelay its effective date until the Registrant shall file a further ame

11、ndment which specifically states that thisregistration statement shall the become effective in accordance with Section 8(a)of the Securities Act of 1933,asamended,or until the registration statement shall become effective on such date as the Securities and ExchangeCommission,acting pursuant to such

12、Section 8(a),may determine.EXPLANATORY NOTE This Registration Statement contains two prospectuses,as set forth below.Public Offering Prospectus.A prospectus to be used for the public offering by the Registrant of up to 2,000,000Class A Ordinary Shares of the Registrant(the“Public Offering Prospectus

13、”)through the Underwriter named onthe cover page of the Public Offering Prospectus.Resale Prospectus.A prospectus to be used for the resale by selling shareholders of up to 3,000,000 Class AOrdinary Shares of the Registrant(the“Resale Prospectus”).The Resale Prospectus is substantively identical to

14、the Public Offering Prospectus,except for the following principalpoints:they contain different outside and inside front covers;they contain different Offering sections in the Prospectus Summary section beginning on page 1;they contain different Use of Proceeds sections on page 63;the Capitalization

15、and Dilution sections on page 67 and page 68 of the Public Offering Prospectus are deleted fromthe Resale Prospectus respectively;a Selling Shareholders section is included in the Resale Prospectus beginning on page 3;references in the Public Offering Prospectus to the Resale Prospectus will be dele

16、ted from the Resale Prospectus;the Underwriting section from the Public Offering Prospectus on page 184 is deleted from the Resale Prospectusand a Plan of Distribution is inserted in its place;the Legal Matters section in the Resale Prospectus on page 5 deletes the reference to counsel for the Under

17、writer;andthe outside back cover of the Public Offering Prospectus is deleted from the Resale Prospectus.The Registrant has included in this Registration Statement,after the financial statements,a set of alternate pages toreflect the foregoing differences of the Resale Prospectus as compared to the

18、Public Offering Prospectus.The information in this prospectus is not complete and may be changed.We may not sell the securities until theregistration statement filed with the Securities and Exchange Commission is effective.This preliminary prospectusis not an offer to sell these securities and we ar

19、e not soliciting any offer to buy these securities in any jurisdictionwhere such offer or sale is not permitted.SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED August _,2023,VS MEDIA HOLDINGS LIMITED 2,000,000 Class A Ordinary Shares This is the initial public offering(the“Offering”)of VS MEDIA H

20、oldings Limited,a British Virgin Islands companylimited by shares,whose principal place of business is in Hong Kong,Special Administrative Region(“HK SAR”)andoperations in HK SAR and Taiwan,Republic of China.We are offering,on a firm commitment basis,Class A ordinaryshares of no par value(the“Class

21、A Ordinary Shares”).No public market currently exists for our Class A Ordinary Shares.We have applied for listing on the Nasdaq CapitalMarket under the symbol“VSME”for the Class A Ordinary Shares we are offering.We expect that the initial publicoffering price(the“Offering Price”)will be$5.00 per Cla

22、ss A Ordinary Share.We believe that upon the completion of theOffering,we will meet the standards for listing on the Nasdaq Capital Market.We are and will be,a“controlled company”as defined under the Nasdaq Stock Market Rules as long as our ChiefExecutive Officer and Chairman and her affiliates own

23、and hold more than 50%of our voting power.For so long as we area controlled company under that definition,we are permitted to elect to rely and may rely,on certain exemptions fromcorporate governance rules,including:an exemption from the rule that a majority of our board of directors must be indepen

24、dent directors;an exemption from the rule that the compensation of our chief executive officer must be determined orrecommended solely by independent directors;and an exemption from the rule that our director nominees must be selected or recommended solely byindependent directors.As a result,you wil

25、l not have the same protection afforded to shareholders of companies that are subject to these corporategovernance requirements.Although we do not intend to rely on the“controlled company”exemption under the Nasdaqlisting rules,we could elect to rely on this exemption in the future.If we elected to

26、rely on the“controlled company”exemption,a majority of the members of our board of directors might not be independent directors and our nominating andcorporate governance and compensation committees might not consist entirely of independent directors upon closing of theOffering.i We were incorporate

27、d in the British Virgin Islands on August 30,2022,as a holding company of our business,which isprimarily operated through our indirectly wholly-owned HK SAR subsidiaries,VS Media Limited(“VS Media HK”andGRACE CREATION LIMITED(“Grace Creation”)and our indirect wholly-owned Taiwan subsidiary,VS MEDIAL

28、IMITED(“VS Media TW”).VS MEDIA Holdings Limited is not a Chinese or HK SAR operating company but a British Virgin Islands(“BVI”)holdingcompany with operations conducted by our subsidiaries in HK SAR and Taiwan.You are investing in Class A OrdinaryShares of VS MEDIA Holdings Limited,the BVI holding c

29、ompany.As of the date hereof,we are authorized to issue an unlimited number of Class A Ordinary Shares of no par value and ClassB Ordinary Shares of no par value,and we have 18,000,000 Class A Ordinary Shares and 2,000,000 Class B OrdinaryShares issued and outstanding.Upon completion of the Offering

30、,we will be a“controlled company”as defined under theNasdaq Rule 5615(c)and IM-5615-5 because more than 50%of the voting power for the election of directors is held by anindividual,a group or another company.We are an“emerging growth company”as defined in the Jumpstart Our Business Act of 2012,as am

31、ended,and,assuch,are eligible for to reduced public company reporting requirements.Investing in our ordinary shares involvesrisks.See“RISK FACTORS”beginning on page 29.PerShare Total Public offering price$5.00 10,000,000 Underwriting discounts and commissions to be paid by us(1)$0.30 600,000 Proceed

32、s,before expenses,to us(1)(2)$4.70 9,400,000 (1)We will pay our underwriter,Univest Securities,LLC(the“Underwriter”),6%underwriting discounts of the grossproceeds of this Offering.In addition,we will also reimburse the Underwriter for its non-accountable expenses of1%of the gross proceeds of the Off

33、ering and accountable out-of-pocket expenses not to exceed an aggregate of$230,000.See“Underwriting”in this prospectus for more information regarding our arrangements with theUnderwriter.(2)The total estimated expenses related to this offering are set forth in the section entitled“Expenses Relating

34、to thisOffering”.We estimate that the total expenses of this Offering,including registration,filing and listing fees,printing fees and legal andaccounting expenses,but excluding the underwriting discounts;and non-accountable expenses,will be approximately$2,807,270.The Underwriter expects to deliver

35、 the Class A Ordinary Shares to purchasers in the Offering on or about,2023.Neither we nor any of our subsidiaries is required to obtain permission from the government of the PeoplesRepublic of China,including the China Securities Regulatory Commission,or CSRC,to list our shares on theNasdaq Capital

36、 Market.On February 17,2023,the CSRC announced the Circular on the Administrative Arrangements for Filing ofSecurities Offering and Listing By Domestic Companies,or the Circular,and released a set of new regulations whichconsists of the Trial Administrative Measures of Overseas Securities Offering a

37、nd Listing by Domestic Companies,or the Trial Measures,and five supporting guidelines.The Trial Measures came into effect on March 31,2023.TheTrial Measures refine the regulatory system by subjecting both direct and indirect overseas offering and listingactivities to the CSRC filing-based administra

38、tion.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 filingprocedure with the CSRC per the requirements of the Trial Measures.Where a PRC domestic company seeks toindirectly

39、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 requirements forthe reporting of material events.Breaches of the Trial Measures,such as offerin

40、g and listing securities overseaswithout fulfilling the filing procedures,shall bear legal liabilities,including a fine between RMB 1.0 million(approximately$150,000)and RMB 10.0 million(approximately$1.5 million),and the Trial Measures heighten thecost for offenders by enforcing accountability with

41、 administrative penalties and incorporating the compliance statusof relevant market participants into the Securities Market Integrity Archives.According to the Circular,since the date of effectiveness of the Trial Measures on March 31,2023,PRCdomestic enterprises falling within the scope of filing t

42、hat have been listed overseas or met the followingcircumstances are“existing enterprises”:before the effectiveness of the Trial Measures on March 31,2023,theapplication for indirect overseas issuance and listing has been approved by the overseas regulators or overseas stockexchanges(such as the regi

43、stration statement has become effective on the U.S.market),it is not required to performissuance and listing supervision procedures of the overseas regulators or overseas stock exchanges,and the overseasissuance and listing will be completed by September 30,2023.Existing enterprises are not required

44、 to file with theCSRC immediately,and filings with the CSRC should be made as required if they involve refinancings and otherfiling matters.PRC domestic enterprises that have submitted valid applications for overseas issuance and listing buthave not been approved by overseas regulatory authorities o

45、r overseas stock exchanges at the date of effectiveness ofthe Trial Measures on March 31,2023 can reasonably arrange the timing of filing applications with the CSRC andshall complete the filing with the CSRC before the overseas issuance and listing.The Trial Measures do not apply to us because we ar

46、e not a PRC domestic company.Further,according toour Hong Kong counsel,Hastings&Co.,the national laws adopted by the PRC are generally not applicable to HongKong according to the Basic Law of the Hong Kong Special Administrative Region(the“Basic Law”).The BasicLaw came into effect on July 1,1997.It

47、is the constitutional document of Hong Kong,which sets out the PRCs basicpolicies 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 unique common law and capitalist system for 50 years after thehandover

48、in 1997.Under the principle of“one country,two systems,”Hong Kongs legal system,which is differentfrom that of the PRC,is based on common law supplemented by statutes.According to Article 18 of the Basic Law,national laws adopted by the PRC shall not be applied in HongKong,except for those listed in

49、 Annex III to the Basic Law,such as the laws in relation to the national flag,nationalanthem,and diplomatic privileges and immunities.Further,there is no legislation stating that the laws in HongKong should be commensurate with those in the PRC.Despite the foregoing,the legal and operational risks o

50、foperating 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 GeneralOffice of the State Council jointly issued the Opinions on Severe and Lawful Crackdown on Illegal SecuritiesActivities,whi

51、ch was available to the public on July 6,2021.These opinions emphasized the need to strengthen theadministration over illegal securities activities and the supervision on overseas listings by China-based companies.The PRC government also initiated a series of regulatory actions and statements to reg

52、ulate business operations inChina with little advance notice,including cracking down on illegal activities in the securities market,enhancingsupervision over China-based companies listed overseas using variable interest entity structure,adopting newmeasures to extend the scope of cybersecurity revie

53、ws,and expanding its efforts in anti-monopoly enforcement.Since these statements and regulatory actions are new,it is highly uncertain how soon legislative or administrativeregulation making bodies will respond and what existing or new laws or regulations or detailed implementations andinterpretatio

54、ns will be modified or promulgated,if any,and the potential impact such modified or new laws andregulations will have on our daily business operation,the ability to accept foreign investments and list on a U.S.exchange.ii The PRC Criminal Law,as amended by its Amendment 7(effective on February 28,20

55、09)and Amendment9(effective on November 1,2015),prohibits institutions,companies and their employees from selling or otherwiseillegally disclosing a citizens personal information obtained during the course of performing duties or providingservices or obtaining such information through theft or other

56、 illegal ways.On November 7,2016,the StandingCommittee of the PRC National Peoples Congress issued the Cyber Security Law of the PRC,or Cyber SecurityLaw,which became effective on June 1,2017.Pursuant to the Cyber Security Law,network operators must not,without users consent,collect theirpersonal in

57、formation and may only collect users personal information necessary to provide their services.Providersare also obliged to provide security maintenance for their products and services and shall comply with provisionsregarding the protection of personal information as stipulated under the relevant la

58、ws and regulations.The Civil Code of the PRC(issued by the PRC National Peoples Congress on May 28,2020 and effectivefrom January 1,2021)provides the main legal basis for privacy and personal information infringement claimsunder Chinese civil laws.PRC regulators,including the Cyberspace Administrati

59、on of China,MIIT,and theMinistry of Public Security have been increasingly focused on regulation in the areas of data security and dataprotection.The PRC regulatory requirements regarding cybersecurity are constantly evolving.For instance,variousregulatory bodies in China,including the Cyberspace Ad

60、ministration of China,the Ministry of Public Security andthe SAMR,have enforced data privacy and protection laws and regulations with varying and evolving standardsand interpretations.In April 2020,the Chinese government promulgated Cybersecurity Review Measures whichcame into effect on June 1,2020.

61、According to the Cybersecurity Review Measures,operators of critical informationinfrastructure must pass a cybersecurity review when purchasing network products and services that do or mayaffect national security.In November 2016,the Standing Committee of Chinas National Peoples Congress passed Chin

62、as firstCybersecurity Law(“CSL”),which became effective in June 2017.The CSL is the first PRC law that systematicallylays out the regulatory requirements on cybersecurity and data protection,subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny.The

63、 legal consequences of violation of theCSL include penalties of warning,confiscation of illegal income,suspension of related business,winding up forrectification,shutting down the websites,and revocation of business license or relevant permits.In April 2020,theCyberspace Administration of China and

64、certain other PRC regulatory authorities promulgated the CybersecurityReview Measures which became effective in June 2020.Pursuant to the Cybersecurity Review Measures,operatorsof critical information infrastructure must pass a cybersecurity review when purchasing network products andservices that d

65、o or may affect national security.On July 10,2021,the State Internet Information Office issued the Measures for Cybersecurity Review(Revised Draft for Comments,not yet effective),which requires operators with personal information of more than 1million users who want to list abroad to file a cybersec

66、urity review with the Office of Cybersecurity Review.iii On November 14,2021,the Cyberspace Administration of China(“CAC”)issued a revised draft of theMeasures for Cybersecurity Review for public comments(“Draft Measures”),which required that,in addition to“operator of critical information infrastru

67、cture,”any“data processor”carrying out data processing activities thataffect or may affect national security should also be subject to cybersecurity review,and further elaborated thefactors to be considered when assessing the national security risks of the relevant activities,including,among others,

68、(i)the risk of core data,important data or a large amount of personal information being stolen,leaked,destroyed,and illegally used or exited the country;and(ii)the risk of critical information infrastructure,core data,importantdata or a large amount of personal information being affected,controlled,

69、or maliciously used by foreigngovernments after listing abroad.The CAC has said that under the proposed rules,companies holding data on morethan one million users must now apply for cybersecurity approval when seeking listings in other nations because ofthe risk that such data and personal informati

70、on could be“affected,controlled,and maliciously exploited by foreigngovernments.”The cybersecurity review will also investigate the potential national security risks from overseasIPOs.We do not know what regulations will be adopted or how such regulations will affect us and our listing onNasdaq.In t

71、he event that the CAC determines that we are subject to these regulations,we may be subject to finesand penalties.On June 10,2021,the Standing Committee of the NPC promulgated the PRC Data Security Lawwhich took effect on September 1,2021.The Data Security Law also sets forth the data security prote

72、ctionobligations for entities and individuals handling personal data,including that no entity or individual may acquiresuch data by stealing or other illegal means,and the collection and use of such data should not exceed the necessarylimits.The costs of compliance with,and other burdens imposed by,

73、CSL and any other cybersecurity and relatedlaws may limit the use and adoption of our products and services and could have an adverse impact on our business.Further,if the enacted version of the Measures for Cybersecurity Review mandates clearance of cybersecurityreview and other specific actions to

74、 be completed by companies like us,we face uncertainties as to whether suchclearance can be timely obtained or at all.On January 4,2022,thirteen PRC regulatory agencies,namely,the CAC,the NDRC,the Ministry ofIndustry and Information Technology,the Ministry of Public Security,the Ministry of State Se

75、curity,the Ministry ofFinance,MOFCOM,SAMR,CSRC,the Peoples Bank of China,the National Radio and Television Administration,National Administration of State Secrets Protection and the National Cryptography Administration,jointly adoptedand published the Measures for Cybersecurity Review(2021),which be

76、came effective on February 15,2022.TheMeasures for Cybersecurity Review(2021)required that,among others,in addition to“operator of criticalinformation infrastructure,”any“operator of network platform”holding personal information of more than onemillion users which seek to list in a foreign stock exc

77、hange should also be subject to cybersecurity review.We do not expect to be subject to the cybersecurity review by the CAC for this Offering,given that:(i)wedo not possess more than one million users personal information;(ii)we do not place any reliance on collection andprocessing of any personal in

78、formation to maintain our business operation;(iii)we have not been notified by anyauthorities of being classified as an operator of critical information infrastructure;(iv)data processed in ourbusiness should not have a bearing on national security nor affect or may affect national security;and(v)we

79、 havenot been subject to any material administrative penalties,mandatory rectifications,or other sanctions by anycompetent regulatory authorities in relation to cybersecurity and data protection,nor have there been materialcybersecurity and data protection incidents or infringement upon any third pa

80、rties,or other legal proceedings,administrative or governmental proceedings,pending,threatened against or relating to us.Further,as mentioned above,the national laws adopted by the PRC are generally not applicable to HongKong according to the Basic Law.However,there remains uncertainty as to how the

81、 Draft Measures will be interpreted or implemented andwhether the PRC regulatory agencies,including the CAC,may adopt new laws,regulations,rules,or detailedimplementation and interpretation related to the Draft Measures.If any such new laws,regulations,rules,orimplementation and interpretation comes

82、 into effect,we will take all reasonable measures and actions to comply andminimize the adverse effect of such laws on us.iv We cannot assure you that PRC regulatory agencies,including the CAC,would take the same view as wedo,and there is no assurance that we can fully or timely comply with such law

83、s.In the event that we are subject toany mandatory cybersecurity review and other specific actions required by the CAC,we face uncertainty as towhether any clearance or other required actions can be timely completed or at all.Given such uncertainty,we maybe further required to suspend our relevant b

84、usiness,shut down our website,or face other penalties which couldmaterially 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 requirementsof the CAC for the abovementioned reasons.

85、Neither the CAC nor any other PRC regulatory agency oradministration has contacted the Company in connection with the Companys or its subsidiaries operations.TheCompany is currently not required to obtain regulatory approval from the CAC nor any other PRC authorities forits and its subsidiaries oper

86、ations in HK SAR.As of the date of this prospectus,our Company and its subsidiaries have not received any inquiry,notice,warning or sanctions regarding our planned overseas listing from the China Securities Regulatory Commission orany other PRC governmental authorities.For more details,see“Risk Fact

87、ors Risks Related to Doing Business inHong Kong SAR We may be subject to a variety of laws and other obligations regarding cybersecurity and dataprotection,and any failure to comply with applicable laws and obligations could have a material and adverse effect onour business,financial condition and r

88、esults of operations”.None of our business activities appears to be within the immediate targeted areas of concern identified bythe Chinese government.However,because some of our operating subsidiaries are in HK SAR and their operationsare there,and given the Chinese governments significant oversigh

89、t and discretion over the conduct of our businessoperations in HK SAR,the Chinese government may intervene or influence our operations at any time,which couldresult in a material change in our operations and consequently,the value of our Class A Ordinary Shares.TheChinese government could also signi

90、ficantly limit or completely hinder our ability to list on a U.S.or other foreignexchange and to offer future securities to investors and cause the value of such securities to significantly decline orbe worthless.Please refer to“Risk Factors Risks Related to Doing Business in Hong Kong SAR The recen

91、t spate ofgovernment interference by the PRC government into business activities of U.S.listed Chinese companies maynegatively impact our operations,the value of our securities and/or significantly limit or completely hinder our ability tooffer future securities to investors and cause the value of s

92、uch securities to significantly decline or be worthless”.Presently,none of the PRC laws and regulations above applies to us because national laws adopted by thePRC are not applicable in HK SAR,except for those listed in Annex III to the Basic Law.Further,there is nolegislation stating that the laws

93、in HK SAR should be commensurate with those in the PRC.With regard to thepotential regulatory actions 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 be subject to a variety of laws and other

94、obligations regarding cybersecurity and data protection,and any failure to comply with applicable laws and obligationscould have a material and adverse effect on our business,financial condition and results of operations”on page 45.Apart from the foregoing,there is no other impact on our ability to

95、conduct our business as presently conducted,accept foreign investments,or list on a U.S.or foreign exchange.Our Class A Ordinary Shares may be prohibited from trading on a national exchange under the HoldingForeign Companies Accountable Act(the“HFCA Act”)if the Public Company Accounting Oversight Bo

96、ard(the“PCAOB”)is unable to inspect our auditors for two consecutive years beginning in 2021.The HFCA Act wasenacted on December 18,2020 and states if the SEC determines that a company has filed audit reports issued by aregistered public accounting firm that has not been subject to inspection by the

97、 PCAOB for three consecutive yearsbeginning in 2021,the SEC shall prohibit the companys shares from being traded on a national securities exchangeor in over-the-counter trading market in the U.S.On March 24,2021,the SEC adopted interim final rules relating tothe implementation of certain disclosure

98、and documentation requirements of the HFCA Act.A company will berequired to comply with these rules if the SEC identifies it as having a“non-inspection”year under a process to besubsequently established by the SEC.The SEC is assessing how to implement other requirements of the HFCA Act,including the

99、 listing and trading prohibition requirements described above.On June 22,2021,the U.S.Senatepassed the Accelerating Holding Foreign Companies Accountable Act and on December 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by

100、 PresidentBiden,which 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 onany U.S.stock exchanges if its auditor is not subject to PCAOB inspect

101、ions for two consecutive years instead ofthree,thus reducing the time period for triggering the prohibition on trading.On December 2,2021,the SECadopted final amendments to its rules implementing the HFCA Act.The rules apply to registrants the SEC identifiesas having filed an annual report with an a

102、udit report issued by a registered public accounting firm that is located ina foreign jurisdiction and that the PCAOB is unable to inspect or investigate(“Commission-Identified Issuers”)andrequire Commission-Identified Issuers identified by the SEC to submit documentation and make disclosuresrequire

103、d under the HFCA Act.In addition,the final amendments also establish procedures the 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-Iden

104、tified Issuer”under theHFCA Act.The final amendments are effective on January 10,2022.The SEC will begin to identify and listCommission-Identified Issuers on its website shortly after registrants begin filing their annual reports for 2021.Pursuant to the HFCA Act,the PCAOB issued a Determination Rep

105、ort on December 16,2021,which found that thePCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainlandChina or Hong Kong,a Special Administrative Region of the PRC,because of a position taken by one or moreauthorities in the PRC or Hong Kong.In

106、addition,the PCAOBs report identified the specific registered publicaccounting firms which are subject to these determinations.On August 26,2022,the PCAOB announced that it hadsigned a Statement of Protocol(the“SOP”)with the China Securities Regulatory Commission and the Ministry ofFinance of China.

107、The SOP,together with two protocol agreements governing inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible completeinspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong,as requiredunder

108、U.S.law.The SOP Agreement remains unpublished and is subject to further explanation and implementation.Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC,the PCAOB shall have solediscretion to select any audit firms for inspection or investigation and the PCAOB inspect

109、ors and investigators shallhave a right to see all audit documentation without redaction.On December 15,2022,the PCAOB Boarddetermined that the PCAOB was able to secure complete access to inspect and investigate registered publicaccounting firms headquartered in mainland China and Hong Kong and vote

110、d to vacate its previous determinationsto the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in thefuture,the PCAOB Board will consider the need to issue a new determination.v Our auditor,WWC,P.C.,the independent registered public accounting firm t

111、hat issues the audit reportincluded in this prospectus,as an auditor of companies that are traded publicly in the United States and a firmregistered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regularinspections to assess WWC,P.C.s compliance with appl

112、icable professional standards.WWC P.C.is headquarteredin San Mateo,CA with no branches or offices outside the United States and has been inspected by the PCAOB on aregular basis,with the last inspection in November 2021 and it is not subject to the determinations announced by thePCAOB on December 16

113、,2021.These developments could add uncertainties to our Offering.Despite that we have a U.S.based auditor thatis registered with the PCAOB and subject to PCAOB inspection,there are still risks to the Company and investors ifit is later determined that the PCAOB is unable to inspect or investigate co

114、mpletely our auditor because of a positiontaken by an authority in a foreign jurisdiction.If our Class A Ordinary Shares are prohibited from being traded ona national securities exchange or over-the counter under the HFCA Act in the future because the PCAOBdetermines that it cannot inspect or fully

115、investigate our auditor at such future time,Nasdaq may determine to delistour Class A Ordinary Shares.If our Class A Ordinary Shares are unable to be listed on another securities exchangeby then,such a delisting would substantially impair your ability to sell or purchase our Class A Ordinary Sharesw

116、hen you wish to do so,and the risk and uncertainty associated with a potential delisting would have a negativeimpact on the price of our Class Ordinary Shares.We cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringentcriteria to us after considering the e

117、ffectiveness of our auditors audit procedures and quality control procedures,adequacy of personnel and training,or the sufficiency of resources,geographic reach or experience as it relates tothe audit of our financial statements.It remains unclear what the SECs implementation process related to theM

118、arch 2021 interim final amendments will entail or what further actions the SEC,the PCAOB or Nasdaq will taketo address these issues and what impact those actions will have on U.S.companies that have significant operations inthe PRC and have securities listed on a U.S.stock exchange(including a natio

119、nal securities exchange or over-the-counter stock market).In addition,the March 2021 interim final amendments and any additional actions,proceedings,or new rules resulting from these efforts to increase U.S.regulatory access to audit information couldcreate some uncertainty for investors,the market

120、price of our Ordinary Shares could be adversely affected,tradingin 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 andmanagement time.

121、We are headquartered in HK SAR and not mainland China.We do not use variable interest entities in ourcorporate structure.We,through our indirect wholly-owned subsidiaries in HK SAR and Taiwan,operate a globalnetwork of digital Creators who create and publish content to social media platforms such as

122、 YouTube,Facebook,Instagram,and TikTok.Because of our corporate structure as a British Virgin Islands holding company withoperations conducted by our HK SAR and Taiwanese subsidiaries,it involves unique risks to investors.Furthermore,Chinese regulatory authorities could change the rules and regulati

123、ons regarding foreign ownership inthe industry in which we operate and disallow our structure,which would likely result in a material change in ouroperations and/or a material change in the value of the securities we are registering for sale,including that it couldcause the value of such securities

124、to significantly decline or become worthless.For a more detailed discussion,pleaserefer to“Risk Factors Risk Related To Doing Business in HK SAR-The recent spate of government interference bythe PRC government into business activities of U.S.listed Chinese companies may negatively impact our operati

125、ons,value of our securities and/or significantly limit or completely hinder our ability to offer future securities to investorsand cause the value of such securities to significantly decline or be worthless”on page 47.A summary of the applicablelaws and regulations in HK SAR to the Company and its b

126、usiness is found on page 119.Some of the risks andchallenges of conducting business in HK SAR include,but are not limited to political considerations involving HKSAR,higher costs of conducting business,changes in the currency peg system,operating in a highly-regulatedenvironment,uncertainties in the

127、 interpretation and enforcement of Chinese laws and regulations and the perceivedinterference by the Chinese government there.Further,there is uncertainty as to whether the courts of the HK SARwould(i)recognize or enforce judgments of United States courts obtained against us or our directors or offi

128、cerspredicated upon the civil liability provisions of the securities laws of the United States or any state in the UnitedStates or(ii)entertain original actions brought in the HK SAR against us or our directors or officers predicatedupon the securities laws of the United States or any state in the U

129、nited States.A more detailed discussion of the risksof doing business in HK SAR is found under“Risk Factors-Risks Related to Doing Business in HK SAR”on page 42and the enforcement of civil liabilities in Hong Kong under“Enforceability of Civil Liabilities”on page 181.vi During the normal courses of

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

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

132、TED(“VS Media TW”)has two Taiwan Dollar savings bank accounts andone foreign currency savings bank account in Taiwan.VS MEDIA PTE.LTD.(“VS Media SG”)has one SingaporeDollar bank account in Singapore.VS Media Co Limited(“VS Media BVI”)and VSM Holdings Limited(“VSM”)both have no bank accounts.VS MEDIA

133、 Holdings Limited has one Hong Kong Dollar savings account,one HongKong Dollar current bank account and one foreign currency savings bank account in HK SAR.Because VS MEDIAHoldings Limited was recently incorporated,there has not been,to date,any transfers,dividends,or distributionsbetween the holdin

134、g company to or from VSME and its subsidiaries,or to its shareholders.For a more detailedsummary of cash transactions between our subsidiaries,please refer to“Transfers of Cash to and from OurSubsidiaries”on page 18.We currently have not maintained any cash management policies that dictate the purpo

135、se,amount andprocedure of cash transfers between the Company,our subsidiaries,or investors.Rather,the funds can betransferred in accordance with the applicable laws and regulations and on an“as-needed”basis.To the extent cashor assets in the business is in Hong Kong or in a Hong Kong entity,the fund

136、s or assets may not be available to fundoperations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions andlimitations on the ability of us or our subsidiaries by the PRC or Hong Kong governments to transfer cash or assets.See“Risk Factors Risk Related to D

137、oing Business in HK SAR-To the extent cash or assets in the business is in HKSAR or an HK SAR entity,the funds or assets may not be available to fund operations or for other use outside of HKSAR due to interventions in or the imposition of restrictions and limitations on the ability of us or our sub

138、sidiaries by thePRC government to transfer cash or assets”on page 50.As of the current date,none of our companies has distributed any cash dividends or made any cashdistributions.There are no restrictions for the transfer or distribution of cash between the companies.Please refer tothe condensed con

139、solidating 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 bodyhas approved or disapproved of these securities or determined if this prospectus is truthful or complete.Anyrepres

140、entation to the contrary is a criminal offense.This prospectus does not constitute,and there will not be,an offering of securities to the public in the British VirginIslands.UNIVEST SECURITIES,LLC.The date of this prospectus is _,2023.vii TABLE OF CONTENTS Commonly Used Defined Terms4Cautionary Stat

141、ement Regarding Forward Looking Statements6Prospectus Summary12Risk Factors29Use of Proceeds63Dividend Policy64Exchange Rate Information65Capitalization67Dilution68Managements Discussion and Analysis of Financial Condition and Results of Operations69Business104Management144Executive Compensation150R

142、elated Party transactions151Principal Shareholders152Description of Ordinary Shares154Shares Eligible for Future Sale169Material Tax Consequences Applicable to U.S.Holders of Our Ordinary Shares170Enforceability of Civil Liabilities181Underwriting184Expenses Relating to this Offering189Legal Matters

143、189Experts189Interests of Named Experts and Counsel189Disclosure of Commission Position on Indemnification189Where You Can Find Additional Information189Index to Financial InformationF-1 2 You should rely only on the information contained in this prospectus or in any related free-writing prospectus.

144、Wehave not authorized anyone to provide you with information different from that contained in this prospectus or in anyrelated free-writing prospectus.We are offering to sell,and seeking offers to buy,the Class A Ordinary Shares offeredhereby,but only under circumstances and in jurisdictions where o

145、ffers and sales are permitted and lawful to do so.Theinformation contained in this prospectus is current only as of the date of this prospectus,regardless of the time of deliveryof this prospectus or of any sale of the ordinary shares.Neither we nor the Underwriter have/has taken any action that wou

146、ld permit a public offering of the Class AOrdinary Shares outside the United States or permit the possession or distribution of this prospectus or any related free-writing prospectus outside the United States.Persons outside the United States who come into possession of this prospectusor any related

147、 free-writing prospectus must inform themselves about and observe any restrictions relating to the Offering ofthe Class A Ordinary Shares and the distribution of the prospectus outside the United States.We obtained the statistical data,market data and other industry data and forecasts described in t

148、his prospectusfrom market research,publicly available information and industry publications.Industry publications generally state thatthey obtain their information from sources that they believe to be reliable,but they do not guarantee the accuracy andcompleteness of the information.Similarly,while

149、we believe that the statistical data,industry data and forecasts and marketresearch are reliable,we have not independently verified the data.We have not sought the consent of the sources to refer totheir reports appearing or incorporated by reference in this prospectus.We were incorporated under the

150、 laws of the British Virgin Islands as a business company established under theBVI Act with limited liability and a majority of our issued and outstanding securities are owned by non-U.S.residents.Under the rules of the SEC,we currently qualify for treatment as a“foreign private issuer.”As a foreign

151、 private issuer,wewill not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domesticregistrants whose securities are registered under the Securities Exchange Act of 1934.Until,2023(the 25th day after the date of this prospectus),all dealers t

152、hat buy,sell or trade Ordinary Shares,whether or not participating in this Offering,may be required to deliver a prospectus.This is in addition to the obligation ofdealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.3 COMMONLY USED

153、 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 ofassociation currently in effect;“Board”refers to the board of directors of VS MEDIA Holdings Limited

154、;“Brand”refers to a product,service or concept that is publicly distinguished from other products,services orconcepts 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 value as brand eq

155、uity for the objectidentified,to the benefit of the brands customers,its owners and shareholders.Branding is the process ofcreating and disseminating the brand name,its qualities and personality.Branding could be applied to theentire corporate identity as well as to individual products and services

156、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 totime.“China”or the“PRC”are to the Peoples Republic of China,excluding Taiwan and includes the specialadministrative regions of Hong Kong and Macau for

157、 the purposes of this prospectus only.The only instanceswhen“PRC”or“China”does not include Hong Kong or Macau are when specific laws and regulations areadopted by the PRC;“Class A Ordinary Shares”are to the Class A ordinary shares of no par value of VS MEDIA HoldingsLimited;“Class B Ordinary Shares”

158、are to the Class B ordinary shares of no par value of VS MEDIA HoldingsLimited;“Creator”is to a content creator who creates entertaining or educational material to be expressed through anymedia or channel,usually social media;“Creator Economy”is to the class of businesses built by independent conten

159、t creators,curators,andcommunity builders including social media influencers,bloggers,and videographers,plus the software andfinance tools designed to help them with growth and monetization;“HK SAR”is to Hong Kong,Special Administrative Region,Peoples Republic of China;“SEC”means the U.S.Securities

160、and Exchange Commission;“shares,”“Shares,”“ordinary shares”or“Ordinary Shares”are to the Class A Ordinary Shares and Class BOrdinary Shares;“Taiwan”is to Taiwan,Republic of China.4 “we,”“us,”“our company,”“our,”and“the Company”are to VS MEDIA Holdings Limited,a BVI businesscompany,and does not inclu

161、de its subsidiary,VSM Holdings Limited(“VSM”)and the latters subsidiaries VS MEDIA PTE.LTD.(“VS Media SG”)in Singapore,GRACE CREATION LIMITED(“Grace Creation”)in HK SAR,VS MEDIA LIMITED(“VS Media TW”)in Taiwan and VS Media Co Limited(“VS MediaBVI”)in the BVI and its indirect HK SAR subsidiary,VS Med

162、ia Limited(“VS Media HK”).All references to“H.K.dollars,”“HKD”or“HK$”are to the legal currency of HK SAR;All references to“RMB,”or“CNY”are to the legal currency of the PRC;All references to“TWD,”“NT$”or New Taiwan Dollars are to the legal currency of Taiwan,Republic ofChina;All references to“U.S.dol

163、lars,”“dollars,”“USD,”“US$”or“$”are to the legal currency of the United States.Our business is conducted by our indirect wholly-owned entities in HK SAR,using HK$,the currency of HKSAR,and our indirect wholly-owned subsidiary in Taiwan,using NT$.Our unaudited condensed consolidated financialstatemen

164、ts are presented in United States dollars.In this prospectus,we refer to assets,obligations,commitments andliabilities in our unaudited condensed consolidated financial statements in United States dollars.These dollar references arebased on the exchange rate of HK$and NT$to United States dollars,det

165、ermined as of a specific date or for a specificperiod.Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of UnitedStates dollars which may result in an increase or decrease in the amount of our obligations(expressed in dollars)and thevalue of

166、our assets,including accounts receivable(expressed in dollars).This prospectus contains translations of certain HK$and NT$amounts into US$amounts at specified rates solelyfor the convenience of the reader.The relevant exchange rates are listed below:For the YearEndedDecember 31,2022 For the YearEnde

167、dDecember 31,2021 Period Ended HK$:US$exchange rate 7.7854 7.7990 Period Average HK$:US$exchange rate 7.8303 7.7725 For the YearEndedDecember 31,2022 For the YearEndedDecember 31,2021 Period Ended NT$:US$exchange rate 30.6524 27.7481 Period Average NT$:US$exchange rate 29.7965 27.9339 For the YearEn

168、dedDecember 31,2022 For the YearEndedDecember 31,2021 Period Ended SG$:US$exchange rate 1.3518 1.3634 Period Average SG$:US$exchange rate 1.3787 1.3435 Numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precedethem.For the sake of clarity,this

169、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 presentedas“Nga Fan Wong,”even though,in Chinese,Ms.Wongs name is presented as“Wong Nga Fan.”5 We have rel

170、ied on statistics provided by a variety of publicly-available sources regarding HK SARs and Chinasexpectations of growth.We did not,directly or indirectly,sponsor or participate in the publication of such materials,andthese materials are not incorporated in this prospectus other than to the extent s

171、pecifically cited in this prospectus.We havesought to provide current information in this prospectus and believe that the statistics provided in this prospectus remainup-to-date and reliable,and these materials are not incorporated in this prospectus other than to the extent specifically citedin thi

172、s prospectus.Except where otherwise stated,all ordinary share accounts provided herein are on a pre-share-increasebasis.MARKET AND INDUSTRY DATA Unless otherwise indicated,information contained in this prospectus concerning our industry,our market share andthe markets that we serve is based on infor

173、mation from independent industry and research organizations,other third-partysources(including industry publications,surveys and forecasts)and management estimates.Management estimates arederived from publicly available information released by independent industry analysts and third-party sources,as

174、 well asdata from our internal research,and are based on assumptions made by us upon reviewing such data and our knowledge ofsuch industry and markets that we believe to be reasonable.Although we believe the data from these third-party sources isreliable,we have not independently verified any such i

175、nformation.In addition,projections,assumptions and estimates ofthe future performance of the industry in which we operate and our future performance are necessarily subject touncertainty and risk due to a variety of factors,including those described in“Risk Factors”and“Cautionary StatementRegarding

176、Forward-Looking Statements.”These and other factors could cause results to differ materially from thoseexpressed in the estimates made by third parties and by us.CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that involve risks and uncer

177、tainties,such as statementsrelated to future events,business strategy,future performance,future operations,backlog,financial position,estimatedrevenues and losses,projected costs,prospects,plans and objectives of management.All statements other than statementsof historical fact may be forward-lookin

178、g statements.Forward-looking statements are often,but not always,identified bythe 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 negativ

179、e.Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurateindications of the times at,or by,which such performance or results will be achieved.Forward-looking statements arebased on managements belief,based on currently availa

180、ble information,as to the outcome and timing of future events.These statements involve estimates,assumptions,known and unknown risks,uncertainties and other factors that may causeactual results or events to differ materially from those expressed in such forward-looking statements.When evaluatingforw

181、ard-looking statements,you should consider the risk factors and other cautionary statements described in“RiskFactors.”We believe the expectations reflected in the forward-looking statements contained in this prospectus arereasonable,but no assurance can be given that these expectations will prove to

182、 be correct.Forward-looking statementsshould not be unduly relied upon.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,fi

183、nancial condition and results of operations;trends in the Internet facilitator 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 co

184、mpanies integral to our ecosystem operate;our proposed use of proceeds from this Offering;andassumptions underlying or related to any of the foregoing 6 These factors are not necessarily all of the important factors that could cause actual results or events to differmaterially from those expressed i

185、n forward-looking statements.Other unknown or unpredictable factors could also causeactual results or events to differ materially from those expressed in the forward-looking statements.Our future results willdepend upon various other risks and uncertainties,including those described in“Risk Factors.

186、”All forward-lookingstatements attributable to us are qualified in their entirety by this cautionary statement.Forward-looking statements speakonly as of the date hereof.We undertake no obligation to update or revise any forward-looking statements after the date onwhich any such statement is made,wh

187、ether as a result of new information,future events or otherwise.Cautionary Statement Regarding Doing Business in China We are subject to certain legal and operational risks associated with being based in China.PRC laws andregulations governing our current business operations are sometimes vague and

188、uncertain,and as a result theserisks may result in material changes in our operations,completely hinder of our ability to offer or continue to offerour securities to investors and cause the value of our securities to significantly decline or become worthless.Recently,the General Office of the Centra

189、l Committee of the Communist Party of China and the GeneralOffice of the State Council jointly issued the Opinions on Severe and Lawful Crackdown on Illegal SecuritiesActivities,which was available to the public on July 6,2021.These opinions emphasized the need to strengthen theadministration over i

190、llegal securities activities and the supervision on overseas listings by China-based companies.The PRC government also initiated a series of regulatory actions and statements to regulate business operations inChina with little advance notice,including cracking down on illegal activities in the secur

191、ities market,enhancingsupervision over China-based companies listed overseas using variable interest entity structure,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Since these statements and regulatory actions are new,it is h

192、ighly uncertain how soon legislative or administrativeregulation making bodies will respond and what existing or new laws or regulations or detailed implementations andinterpretations will be modified or promulgated,if any,and the potential impact such modified or new laws andregulations will have o

193、n our daily business operation,the ability to accept foreign investments and list on a U.S.exchange.The PRC Criminal Law,as amended by its Amendment 7(effective on February 28,2009)and Amendment9(effective on November 1,2015),prohibits institutions,companies,and their employees from selling or other

194、wiseillegally disclosing a citizens personal information obtained during the course of performing duties or providingservices or obtaining such information through theft or other illegal ways.On November 7,2016,the StandingCommittee of the PRC National Peoples Congress issued the Cyber Security Law

195、of the PRC,or Cyber SecurityLaw,which became effective on June 1,2017.Pursuant to the Cyber Security Law,network operators must not,without users consent,collect theirpersonal information,and may only collect users personal information necessary to provide their services.Providers are also obliged t

196、o provide security maintenance for their products and services and shall comply withprovisions regarding the protection of personal information as stipulated under the relevant laws and regulations.The Civil Code of the PRC(issued by the PRC National Peoples Congress on May 28,2020 and effectivefrom

197、 January 1,2021)provides the main legal basis for privacy and personal information infringement claimsunder the Chinese civil laws.PRC regulators,including the Cyberspace Administration of China,MIIT,and theMinistry of Public Security have been increasingly focused on regulation in the areas of data

198、 security and dataprotection.The PRC regulatory requirements regarding cybersecurity are constantly evolving.For instance,variousregulatory bodies in China,including the Cyberspace Administration of China,the Ministry of Public Security andthe SAMR,have enforced data privacy and protection laws and

199、regulations with varying and evolving standardsand interpretations.In April 2020,the Chinese government promulgated Cybersecurity Review Measures,whichcame into effect on June 1,2020.According to the Cybersecurity Review Measures,operators of critical informationinfrastructure must pass a cybersecur

200、ity review when purchasing network products and services that do or mayaffect national security.7 In November 2016,the Standing Committee of Chinas National Peoples Congress passed Chinas firstCybersecurity Law(“CSL”),which became effective in June 2017.The CSL is the first PRC law that systematical

201、lylays out the regulatory requirements on cybersecurity and data protection,subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny.The legal consequences of violation of theCSL include penalties of warning,confiscation of illegal income,suspension o

202、f related business,winding up forrectification,shutting down the websites,and revocation of business license or relevant permits.In April 2020,theCyberspace Administration of China and certain other PRC regulatory authorities promulgated the CybersecurityReview Measures which became effective in Jun

203、e 2020.Pursuant to the Cybersecurity Review Measures,operatorsof critical information infrastructure must pass a cybersecurity review when purchasing network products andservices which do or may affect national security.On July 10,2021,the State Internet Information Office issued the Measures of Cyb

204、ersecurity Review(Revised Draft for Comments,not yet effective),which requires operators with personal information of more than 1million users who want to list abroad to file a cybersecurity review with the Office of Cybersecurity Review.On November 14,2021,the Cyberspace Administration of China(“CA

205、C”)issued a revised draft of theMeasures for Cybersecurity Review for public comments(“Draft Measures”),which required that,in addition to“operator of critical information infrastructure,”any“data processor”carrying out data processing activities thataffect or may affect national security should als

206、o be subject to cybersecurity review,and further elaborated thefactors to be considered when assessing the national security risks of the relevant activities,including,among others,(i)the risk of core data,important data or a large amount of personal information being stolen,leaked,destroyed,and ill

207、egally used or exited the country;and(ii)the risk of critical information infrastructure,core data,importantdata or a large amount of personal information being affected,controlled,or maliciously used by foreigngovernments after listing abroad.The CAC has said that under the proposed rules,companies

208、 holding data on morethan one million users must now apply for cybersecurity approval when seeking listings in other nations because ofthe risk that such data and personal information could be“affected,controlled,and maliciously exploited by foreigngovernments,”The cybersecurity review will also inv

209、estigate the potential national security risks from overseasIPOs.We do not know what regulations will be adopted or how such regulations will affect us and our listing onNasdaq.In the event that the CAC determines that we are subject to these regulations,we may be subject to finesand penalties.On Ju

210、ne 10,2021,the Standing Committee of the NPC promulgated the PRC Data Security Lawwhich will take effect on September 1,2021.The Data Security Law also sets forth the data security protectionobligations for entities and individuals handling personal data,including that no entity or individual may ac

211、quiresuch data by stealing or other illegal means,and that the collection and use of such data should not exceed thenecessary limits.The costs of compliance with,and other burdens imposed by,CSL and any other cybersecurity andrelated laws may limit the use and adoption of our products and services a

212、nd could have an adverse impact on ourbusiness.Further,if the enacted version of the Measures for Cybersecurity Review mandates clearance ofcybersecurity review and other specific actions to be completed by companies like us,we face uncertainties as towhether such clearance can be in a timely fashio

213、n or at all.We do not expect to be subject to the cybersecurity review by the CAC for this Offering,given that:(i)wedo not possess more than one million users personal information;(ii)we do not place any reliance on collection andprocessing of any personal information to maintain our business operat

214、ion;(iii)we have not been notified by anyauthorities of being classified as an operator of critical information infrastructure;(iv)data processed in ourbusiness should not have a bearing on national security nor affect or may affect national security;and(v)we havenot been subject to any material adm

215、inistrative penalties,mandatory rectifications,or other sanctions by anycompetent regulatory authorities in relation to cybersecurity and data protection,nor have there been materialcybersecurity and data protection incidents or infringement upon any third parties,or other legal proceedings,administ

216、rative or governmental proceedings pending or threatened against or relating to us.According to our Hong Kong counsel,Hastings&Co.,the national laws adopted by the PRC are generallynot applicable to Hong Kong according to the Basic Law of the Hong Kong Special Administrative Region(the“Basic Law”).T

217、he Basic Law came into effect on July 1,1997.It is the constitutional document of Hong Kong,which sets out the PRCs basic policies regarding Hong Kong.The principle of“one country,two systems”is aprominent feature of the Basic Law,which dictates that Hong Kong will retain its unique common law and c

218、apitalistsystem for 50 years after the handover in 1997.Under the principle of“one country,two systems,”Hong Kongslegal system,which is different from that of the PRC,is based on the common law supplemented by statutes.8 According to Article 18 of the Basic Law,national laws adopted by the PRC shall

219、 not be applied in HongKong,except for those listed in Annex III to the Basic Law,such as the laws in relation to the national flag,nationalanthem,and diplomatic privileges and immunities.Further,there is no legislation stating that the laws in HongKong should be commensurate with those in the PRC.D

220、espite the foregoing,the legal and operational risks ofoperating in China also apply to businesses operating in Hong Kong and Macau.However,there remains uncertainty as to how the Draft Measures will be interpreted or implemented andwhether the PRC regulatory agencies,including the CAC,may adopt new

221、 laws,regulations,rules,or detailedimplementation and interpretation related to the Draft Measures.If any such new laws,regulations,rules,orimplementation and interpretation comes into effect,we will take all reasonable measures and actions to comply andto minimize the adverse effect of such laws on

222、 us.We cannot assure you that PRC regulatory agencies,including the CAC,would take the same view as wedo,and there is no assurance that we can fully or timely comply with such laws.In the event that we are subject toany mandatory cybersecurity review and other specific actions required by the CAC,we

223、 face uncertainty as towhether any clearance or other required actions can be timely completed in timely fashion or at all.Given suchuncertainty,we may be further required to suspend our relevant business,shut down our website,or face otherpenalties which could materially and adversely affect our bu

224、siness,financial condition,and results of operations.We believe that we have been in compliance with the data privacy and personal information requirementsof the CAC for the abovementioned reasons.Neither the CAC nor any other PRC regulatory agency oradministration has contacted the Company in conne

225、ction with the Companys or its subsidiaries operations.TheCompany is currently not required to obtain regulatory approval from the CAC nor any other PRC authorities forits and its subsidiaries operations in HK SAR.As of the date of this prospectus,our Company and its subsidiaries have not received a

226、ny inquiry,notice,warning or sanctions regarding our planned overseas listing from the China Securities Regulatory Commission orany other PRC governmental authorities.For more details,see“Risk Factors Risks Related to Doing Business inHong Kong SAR We may be subject to a variety of laws and other ob

227、ligations regarding cybersecurity and dataprotection,and any failure to comply with applicable laws and obligations could have a material and adverse effect onour business,financial condition and results of operations”.Presently,none of the PRC laws and regulations above applies to us because nation

228、al laws adopted by thePRC are not applicable in HK SAR,except for those listed in Annex III to the Basic Law.Further,there is nolegislation stating that the laws in HK SAR should be commensurate with those in the PRC.With regard to thepotential regulatory actions related to data security and anti-mo

229、nopoly in HK SAR,please refer to our disclosures in“Risk Factors Risks Related to Doing Business in Hong Kong SAR We may be subject to a variety of laws and otherobligations regarding cybersecurity and data protection,and any failure to comply with applicable laws and obligationscould have a materia

230、l and adverse effect on our business,financial condition and results of operations”on page 45.Apart from the foregoing,there is no other impact on our ability to conduct our business as presently conducted,accept foreign investments,or list on a U.S.or foreign exchange.All of the statements and regu

231、latory actions referenced are newly published,and official guidance andrelated implementation rules have not been issued.It is highly uncertain what the potential impact of such modifiedor new laws and regulations might be on our daily business operation,the ability to accept foreign investments and

232、list on a U.S.exchange.PRC regulatory authorities may in the future promulgate laws,regulations or rules thatrequire us and/or our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S.9 Cautionary Statement Regarding Holding Foreign Companies Accountable Act

233、Our Class A Ordinary Shares may be prohibited from trading on a national exchange under the HoldingForeign Companies Accountable Act(the“HFCA Act”)if the Public Company Accounting Oversight Board(the“PCAOB”)is unable to inspect our auditors for two consecutive years beginning in 2021.The HFCA Act wa

234、senacted on December 18,2020 and states if the SEC determines that a company has filed audit reports issued by aregistered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive yearsbeginning in 2021,the SEC shall prohibit the companys shares from being tr

235、aded on a national securities exchangeor in over-the-counter trading market in the U.S.On March 24,2021,the SEC adopted interim final rules relating tothe implementation of certain disclosure and documentation requirements of the HFCA Act.A company will berequired to comply with these rules if the S

236、EC identifies it as having a“non-inspection”year under a process to besubsequently established by the SEC.The SEC is assessing how to implement other requirements of the HFCA Act,including the listing and trading prohibition requirements described above.On June 22,2021,the U.S.Senatepassed the Accel

237、erating Holding Foreign Companies Accountable Act and on December 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by PresidentBiden,which contained,among other things,an identical provision to the Accelerating Holding Foreig

238、n CompaniesAccountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuers securities from trading onany U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead ofthree,thus reducing the time period for triggering the prohibition

239、on trading.On December 2,2021,the SECadopted final amendments to its rules implementing the HFCA Act.The rules apply to registrants the SEC identifiesas having filed an annual report with an audit report issued by a registered public accounting firm that is located ina foreign jurisdiction and that

240、the PCAOB is unable to inspect or investigate(“Commission-Identified Issuers”)andrequire Commission-Identified Issuers identified by the SEC to submit documentation and make disclosuresrequired under the HFCA Act.In addition,the final amendments also establish procedures the SEC will follow in(i)det

241、ermining 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 theHFCA Act.The final amendments are effective on January 10,2022.The SEC will begin to

242、identify and listCommission-Identified Issuers on its website shortly after registrants begin filing their annual reports for 2021.Pursuant to the HFCA Act,the PCAOB issued a Determination Report on December 16,2021,which found that thePCAOB is unable to inspect or investigate completely registered

243、public accounting firms headquartered in mainlandChina or Hong Kong,a Special Administrative Region of the PRC,because of a position taken by one or moreauthorities in the PRC or Hong Kong.In addition,the PCAOBs report identified the specific registered publicaccounting firms which are subject to th

244、ese determinations.On August 26,2022,the PCAOB announced that it hadsigned a Statement of Protocol(the“SOP”)with the China Securities Regulatory Commission and the Ministry ofFinance of China.The SOP,together with two protocol agreements governing inspections and investigations(together,the“SOP Agre

245、ement”),establishes a specific,accountable framework to make possible completeinspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong,as requiredunder U.S.law.The SOP Agreement remains unpublished and is subject to further explanation and implementation.Pursu

246、ant to the fact sheet with respect to the SOP Agreement disclosed by the SEC,the PCAOB shall have solediscretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators shallhave a right to see all audit documentation without redaction.On December 15,2022

247、,the PCAOB Boarddetermined that the PCAOB was able to secure complete access to inspect and investigate registered publicaccounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinationsto the contrary.However,should PRC authorities obstruct or otherwise

248、fail to facilitate the PCAOBs access in thefuture,the PCAOB Board will consider the need to issue a new determination.10 Our auditor,WWC,P.C.,the independent registered public accounting firm that issues the audit reportincluded in this prospectus,as an auditor of companies that are traded publicly

249、in the United States and a firmregistered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regularinspections to assess WWC,P.C.s compliance with applicable professional standards.WWC P.C.is headquarteredin San Mateo,CA with no branches or offices outside t

250、he United States and has been inspected by the PCAOB on aregular basis,with the last inspection in November 2021 and it is not subject to the determinations announced by thePCAOB on December 16,2021.These developments could add uncertainties to our Offering.Despite that we have a U.S.based auditor t

251、hatis registered with the PCAOB and subject to PCAOB inspection,there are still risks to the Company and investors ifit is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a positiontaken by an authority in a foreign jurisdiction.If our Class A Or

252、dinary Shares are prohibited from being traded ona national securities exchange or over-the counter under the HFCA Act in the future because the PCAOBdetermines that it cannot inspect or fully investigate our auditor at such future time,Nasdaq may determine to delistour Class A Ordinary Shares.If ou

253、r Class A Ordinary Shares are unable to be listed on another securities exchangeby then,such a delisting would substantially impair your ability to sell or purchase our Class A Ordinary Shareswhen you wish to do so,and the risk and uncertainty associated with a potential delisting would have a negat

254、iveimpact on the price of our Class Ordinary Shares.We cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringentcriteria to us after considering the effectiveness of our auditors audit procedures and quality control procedures,adequacy of personnel and trai

255、ning,or sufficiency of resources,geographic reach or experience as it relates to theaudit of our financial statements.It remains unclear what the SECs implementation process related to the March2021 interim final amendments will entail or what further actions the SEC,the PCAOB or Nasdaq will take to

256、address these issues and what impact those actions will have on U.S.companies that have significant operations inthe PRC and have securities listed on a U.S.stock exchange(including a national securities exchange or over-the-counter stock market).In addition,the March 2021 interim final amendments a

257、nd any additional actions,proceedings,or new rules resulting from these efforts to increase U.S.regulatory access to audit information couldcreate some uncertainty for investors,the market price of our Class A Ordinary Shares could be adversely affected,trading in our securities may be prohibited an

258、d we could be delisted if we and our auditor are unable to meet thePCAOB inspection requirement or we are required to engage a new audit firm,which would require significantexpense and management time.See“Risk Factors Risks Related to Doing Business in Hong Kong SAR Therecent joint statement by the

259、SEC,proposed rule changes submitted by Nasdaq,and an act passed by the U.S.Senateand the U.S.House of Representatives,all call for additional and more stringent criteria to be applied to U.S.-listedcompanies with significant operations in China.These developments could add uncertainties to our futur

260、e offerings,business operations share price and reputation”on page 49.Cautionary Statement About Being a Foreign Private Issuer We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain p

261、rovisions applicable to United Statesdomestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic publiccompany;for interim reporting,we are permitted to comply solely with our home country requirements,which areless rigorous than t

262、he rules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executivecompensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selectivedisclosures of material information;we are not

263、required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents or authorizations in respect of a security registered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reportsof thei

264、r share ownership and trading activities and establishing insider liability for profits realized from any“short-swing”trading transaction.Because we are a British Virgin Islands-incorporated business company and conduct all of our operations inHK SAR and in Taiwan,most of our directors and executive

265、 officers reside within HK SAR,and most of the assetsof these persons and substantially all our assets are located within HK SAR,you may experience difficulties ineffecting service of legal process,enforcing foreign judgments or bringing original actions in British Virgin Islandsor HK SAR based on U

266、.S.or other foreign laws against us,our management or the experts named in the prospectus.You may also face difficulties in protecting your interests,and your ability to protect your rights through U.S.courtsmay be limited.Our corporate affairs will be governed by our Amended Memorandum and Articles

267、,the BVI Act and thecommon law of the British Virgin Islands.The rights of shareholders to take legal action against our directors,actions by minority shareholders and the fiduciary responsibilities of our directors under British Virgin Islands laware to a large extent governed by the common law of

268、the British Virgin Islands and by the BVI Act.The rights of ourshareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are not as clearlyestablished as they would be under statutes or judicial precedents in some jurisdictions in the United States.Inparticula

269、r,the British Virgin Islands has a less developed body of securities laws as compared to the United States,and some states(such as Delaware)have more fully developed and judicially interpreted bodies of corporate law.Asa result of the foregoing,holders of our Class A Ordinary Shares may have more di

270、fficulty in protecting theirinterests through actions against our management,directors or major shareholders than they would as shareholdersof a U.S.company whose management,directors and/or major shareholders were also incorporated,resident,orotherwise established in a United States jurisdiction.Ce

271、rtain corporate governance practices in the British VirginIslands,which is our home country,differ significantly from requirements for companies incorporated in otherjurisdictions such as the United States.To the extent we choose to follow home country practice with respect tocorporate governance ma

272、tters,our shareholders may be afforded less protection than they otherwise would underrules and regulations applicable to U.S.domestic issuers.For a discussion of significant differences between theprovisions the BVI Act and the laws applicable to companies incorporated in the United States and thei

273、rshareholders,see“DESCRIPTION OF ORDINARY SHARES-Material Differences in BVI Law and ourMemorandum and Articles of Association and Delaware Law”.11 PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus.This summary isnot complete and does not

274、 contain all of the information you should consider in making your investment decision.Youshould read the entire prospectus carefully before making an investment in our Class A Ordinary Shares.You shouldcarefully consider,among other things,our consolidated financial statements and the related notes

275、 and the sectionsentitled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results ofOperations”included elsewhere in this prospectus.Overview We are a British Virgin Islands business company incorporated on August 30,2022,as a holding company of ourbusiness,which is p

276、rimarily operated through our indirect wholly-owned HK SAR subsidiary,VS Media Limited(“VSMedia HK”),our indirect wholly-owned HK SAR subsidiary,GRACE CREATION LIMITED(“Grace Creation”),and ourindirect wholly-owned Taiwan subsidiary,VS MEDIA LIMITED(“VS Media TW”).Founded in 2013,our company manage

277、a global network of digital Creators who create and publish content tosocial media platforms such as YouTube,Facebook,Instagram,and TikTok.Our Creators include influencers,KOLsKeyOpinion Leaders,bloggers,and other content creators who cultivate fanbases on social media platforms.Our business provide

278、s 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 them expand their social media influence and fanbaseby assisting with market

279、ing,public relations and audience analytics;and(iii)most importantly,enabling them tomonetize their influence by working effectively with Brands,platforms,and fans.Our Value to Brands:We bridge the divide between Brands and Creators through helping Brands reach theirtarget audience effectively by(i)

280、advising on content strategy and budget and recommending specific Creators;(ii)communicating with and managing selected Creators;(iii)producing engaging and relevant content with Creatorsto promote key messages for Brands;(iv)publishing branded content on Creators social media channels;(v)amplifying

281、 the reach of Creators and Brands content through precise media planning and buying on social mediaplatforms;(vi)providing optimization and retainer services through data analysis and reporting.We have developed two distinct but complementary business models:Marketing Services and Social Commerce.Ma

282、rketing Services Model:We help Creators to generate revenue by working with Brands and social mediaplatforms.We do this in two ways:(1)We assist Brands in developing their content and social media strategy andguide them in selecting relevant Creators to create engaging content,publish content on soc

283、ial media platforms,and attract fans attention and increase their responsiveness to the Brands message.We bridge the divide betweenBrands and Creators by offering Brands local,relevant,and effective solutions from Creators.We also provideadvice on marketing strategies and services on performance opt

284、imization to Brands to improve the effectiveness oftheir branded content and ads,all of which are highly interrelated and not separately identifiable.(2)We assistCreators in earning advertising revenue by creating and publishing content on social media platforms,likeYouTube and Facebook.Social Comme

285、rce Model:We purchase products from Brands and re-sell them to Creators to help Creators buildtheir own eCommerce businesses.In some cases,we also help Creators sell products and merchandise directly totheir fanbase/customers.12 Below is a brief summary of our relevant business models and correspond

286、ing pricing models:BUSINESS MODELS DESCRIPTION PRINCIPAL COSTMODEL PRINCIPAL REVENUEMODELMarketing Servicesfrom Brands We provide affiliatemarketing,productplacement and Brandsponsorship deals forCreators to promoteBrands messages.Creatorsare paid to create brandedcontent and publish it ontheir soci

287、al media channelsto promote Brandsproducts and services.Creators are paid each pieceof content that they generateand publish on their socialmedia channel.Brands pay us a fixed and pre-determined service fee percampaign.Marketing Servicesfrom Social MediaPlatforms We generate advertisingrevenue throu

288、gh creatingand publishing content onsocial media platforms.We pay Creators based onusers views generated fromthe content they created andpublished through ourcontent network.YouTube and Facebook pay usadvertising revenues every monthbased on total advertising revenuegenerated through our contentnetw

289、ork based on views fromusers.Social Commerce fromCustomers We resell Brands productsto our Creators and helpthem to build their owneCommerce businesses.We also sell productsdirectly to customers.Product cost Product cost+fixed margin The effectiveness of our business models has fueled substantial gr

290、owth in recent years.Our total revenue declinedfrom$10.94 million in 2021 to$9.03 million in 2022,a decrease of 17.5%.Our gross profit margin increased from 20.9%in 2021 to 25.3%in 2022.By leveraging our management teams experience and strengthening our relationships with media resources,wehave grow

291、n from an HK SAR start-up to managing an innovative and global network of Creators.We are proud of ourability to discover,incubate,and grow a large number of Creators while empowering them to make a living as full-timeCreators.We have over 1,500 Creators in our network who provide content to a fanba

292、se of approximately 100 million.Since 2013,we have cooperated with over 1,000 Brands to promote and sell their products and services through ourCreators solutions.Our Vision Our vision is to disrupt the 2-trillion-dollar media industry by empowering and developing Creators andrevolutionizing Brands

293、marketing spending behaviors.Our mission is to“EMPOWER CREATORS,”and our motto is“ME VS ME,”with each Creator striving tobecome a better“ME.”13 Our Competitive Strengths We believe that the following competitive strengths contribute to our success and set us apart from ourcompetitors:Our operational

294、 precursor to our Company was founded in 2013,less than one year after the Creator Economyemerged in 20121.As a forerunner in this space,we possess extensive experience representing both Creators andBrands.We are skilled in discovering and incubating talented Creators.Working with more than 1,500 Cr

295、eators hasprovided us with ample data and experience to help us identify up-and-coming Creators and tailor-makepartnerships so we can grow together.We have established strategic partnerships with social media platforms to help us grow our Creators systematicallyand effectively.These platforms enable

296、 us to discover up-and-coming Creators through their data analytics andrecommendations.By leveraging platforms to grow Creators faster,we can minimize costs and maximize earningsmore efficiently.Bridging Creators and Brands for their mutual growth is one of our top strengths.Even within the samegeog

297、raphical market,Creators and Brands communicate and function very differently,so it is crucial that we trulyunderstand and effectively communicate with both parties to protect and balance their interests.By representingboth Creators and Brands in multiple geographical markets,we can bridge the divid

298、e between these groups andhelp 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 digitalmedia networks to provide Brands with unparalleled access to a wide range of Influencer Marketing and SocialCommerce

299、 opportunities in Asia.We provide tailor-made solutions that cater to Brands of different sizes andindustries.Our solid and diverse client base ranges from Skincare and Cosmetics to Retail,Gaming,and E-commerce.As of December 31,2022,we have provided services to over 1,000 Brands ranging frommultina

300、tionals to small and medium-sized enterprises.We have demonstrated our ability to diversify our business in tandem with changing circumstances and trends.AseCommerce flourished in 2020 and 2021,we quickly adjusted our operations to capture this opportunity.Weleveraged our relationships with Brands t

301、o procure attractive product offerings and engaged with Creators tokickstart live shopping within a mere two months.Our visionary and experienced management team is passionate about revolutionizing the digital media world andretail industry by empowering Creators.Our Companys success also reflects t

302、he energy and talents of our youngand dynamic operational team who grew up in the digital age.Our Growth StrategyOur goal is to help Creators and Brands maximize their earnings by establishing and managing one of the leadingCreator networks in Asia.Accomplishing this goal depends on the following st

303、rategies:Developing a systematic Creator incubation program to discover and grow more Creators,particularly in the AsiaPacific region;Deepening our existing relationships with Creators;Expanding and optimizing our Brand portfolio;Expanding our Social Commerce business;Extending our geographical reac

304、h 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:/ Our Challenges Our ability to execute o

305、ur strategies and realize our vision is subject to risks and uncertainties that could impedeour 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 network;Generating and maintai

306、ning 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,marketing trends,andtechno

307、logies 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;Innovating and growing new service offerings;Recruiting and retain

308、ing 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 section on“Significant Risk Factors”(pages 1617)provides amore detailed discussion of t

309、he risks associated with investing in our shares.CORONAVIRUS(COVID-19)UPDATE The world continues to deal with the global pandemic associated with a novel strain of coronavirus(COVID-19)and its variants.The pandemic has led to quarantines,travel restrictions,and the temporary closure of stores and bu

310、sinessfacilities globally for most of the past three years.Despite our ability to continue operating during this period,there is a riskthat our business,results of operations,and financial condition may be adversely affected by the pandemic in the future.The potential impact on our results of operat

311、ions will depend on future developments and new information that may emergeregarding the duration and severity of COVID-19,as well as actions taken by governmental authorities and other entities tocontain the spread of COVID-19 or to mitigate its impact,almost all of which are beyond our control.The

312、 future impact of COVID-19 on our business,financial condition,and results of operations may include orextend beyond the closure of our offices and suspension of all in-person consultations,marketing,and advertising activities.During 2022,some of our operations have been negatively affected by the C

313、OVID-19 pandemic.Diseaseprevention measures announced by HK SAR and Taiwan governments included restrictions on travel,entertainment,andoutside dining that negatively affected advertising spending by Brands.Because of the impossibility of accurately predicting the duration of the COVID-19 outbreak,t

314、he related risks ofbusiness disruptions and negative financial impacts cannot be reasonably estimated at this time.Since our main businessoperations and our workforce are concentrated in HK SAR and Taiwan,there is a risk that our business,results ofoperations,and financial condition may be adversely

315、 affected by the pandemic.15 Significant Risk Factors An investment in our Class A Ordinary Shares involves a number of risks.You should carefully read and considerall of the information contained in this prospectus(including in“Risk Factors,”“Managements Discussion and Analysis ofFinancial Conditio

316、n and Results of Operations”and our consolidated financial statements and the notes thereto)beforemaking an investment decision.These risks could adversely affect our business,financial condition and results ofoperations,and cause the trading price of our Class A Ordinary Shares to decline.You could

317、 lose part or all of yourinvestment.In reviewing this prospectus,you should bear in mind that past results are no guarantee of future performance.See“Cautionary Statement Regarding Forward-Looking Statements”for a discussion of forward-looking statements andthe significance of forward-looking statem

318、ents 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 involved in the highly competitive advertising industry and may not be able to compete success

319、fully withour competitors,which could reduce our market share and adversely affect our financial condition.Cutbacks on advertising budgets by our Brand clients and failure to maintain and grow our Brand client base couldmaterially and adversely affect our business and harm our financial condition.An

320、y fluctuations in the prices of products sourced from suppliers could adversely affect our operation andprofitability.Delay in delivery of products by courier service providers and failure of payment service providers may affect ourresults of operations and financial condition.We are subject to cred

321、it risks for accounts receivable and liquidity gap due to mismatches in time between receiptsof payment from clients and issuance of payments to suppliers.For a detailed description of the risks above and other related risk factors under this section,please refer to pages 2941.16 Risks Related to Do

322、ing Business in HK SAR“We could be affected by political considerations involving HK SAR”on page 42.“Our business solely operates in a limited geographical market,and any adverse economic,social and/or politicaldevelopments affecting the market may have a material adverse impact on our operations”on

323、 page 43.“There is no assurance that the currency peg system in HK SAR will not be changed”on page 43.“We operate our business in a regulated industry in HK SAR”on page 44.“HK SAR legal systems are evolving and have inherent uncertainties that could limit the legal protectionsavailable to you”on pag

324、e 44.“Uncertainties in the interpretation and enforcement of Chinese laws and regulations,which could change at anytime with little advance notice,could limit the legal protections available to us”on page 44.“We may be subject to a variety of laws and other obligations regarding cybersecurity and da

325、ta protection,and anyfailure to comply with applicable laws and obligations could have a material and adverse effect on our business,financial condition and results of operations”on page 45.“The recent spate of government interference by the PRC government into business activities of U.S.listedChine

326、se companies may negatively impact our operations,value of our securities and/or significantly limit orcompletely hinder our ability to offer future securities to investors and cause the value of such securities tosignificantly decline or be worthless”on page 47.“It may be difficult for overseas sha

327、reholders and/or regulators to conduct investigation or collect evidence withinChina”on page 48.“Our Class A Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act if thePCAOB is unable to inspect our auditors for two consecutive years beginning in 2021.The delisting of

328、our shares,or the threat of their being delisted,may materially and adversely affect the value of your investment”on page 48.“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 addition

329、al and more stringent criteria to be applied toU.S.-listed companies with significant operations in China.These developments could add uncertainties to ourfuture offerings,business operations share price and reputation”on page 49.“Nasdaq may apply additional and more stringent criteria for our conti

330、nued listing”on page 50.“To the extent cash or assets in the business is in HK SAR or an HK SAR entity,the funds or assets may not beavailable to fund operations or for other use outside of HK SAR due to interventions in or the imposition ofrestrictions and limitations on the ability of us or our su

331、bsidiaries by the PRC government to transfer cash orassets”on page 50.Risks Related to Doing Business in Taiwan Rising cross-strait confrontations may result in business disruption and/or may materially and adversely affect ourbusiness prospects,financial condition,and results of operations.Due to t

332、he lack of jurisdiction and the legal basis,it may be difficult for overseas shareholders and/or regulators toconduct investigations or collect evidence within Taiwan.For a detailed description of the risks above,please refer to pages 51-51.Risks Related to Our Initial Public Offering and Ownership

333、of Our Class A Ordinary Shares The initial public offering price of our Class A Ordinary Shares may not be indicative of the market price of ourClass A Ordinary Shares after this Offering.In addition,an active,liquid,and orderly trading market for our ClassA Ordinary Shares may not develop or be maintained,and our share price may be volatile.Our dual-class voting structure will limit your ability