VS Media Holdings Ltd-A 2025年年度报告和过渡报告

FORM 20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Date of event requiring this shell company report For the transition period from to Commission file number: 001-41817 VS MEDIA HOLDINGS LIMITED(Exact name of Registrant as specified in its charter) N/A(Translation of Registrant’s name into English) British Virgin Islands(Jurisdiction of incorporation or organization) 6/F, KOHO,75 Hung To Road,Kwun Tong,Hong Kong+852 2865 9992(Address of principal executive offices) Ms. Nga Fan Wong, Chief Executive OfficerTelephone: +852 2865 9992 At the address of the Company set forth above(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Securities registered or to be registered pursuant to Section 12(g) of the Act. None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the closeof the period covered by the annual report. An aggregate of 7,993,391 ordinary shares, no par value, as of December 31, 2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐ Accelerated filer☐Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D 1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: U.S. GAAP☐ International Financial Reporting Standards as issued by theInternational Accounting Standards Board☐Other☐ *If “Other” has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☐ TABLE OF CONTENTS INTRODUCTION3PART IITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS11ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE11ITEM 3.KEY INFORMATION12ITEM 4.INFORMATION ON THE COMPANY44ITEM 4A.UNRESOLVED STAFF COMMENTS86ITEM 5.OPERATING AND FINANCIAL REVI