VS Media Holdings Ltd-A美股招股说明书(2025-05-23版)

Class A Ordinary SharesMinimum Offering: 21,834,061 SharesMaximum Offering: 65,502,184 Shares EXPLANATORY NOTE This Amendment No. 1 to the prospectus amends the prospectus dated May 14, 2025. This Amendment No. 1 to the prospectus should be read in conjunction with theprospectus dated May 14, 2025, which is to be delivered with this Amendment No. 1 to the prospectus. This Amendment No. 1 to the prospectus amends only theclosing date of May 23, 2025 to May 30, 2025; all other sections of the prospectus remain as is. We are offering a minimum of 21,834,061 (the “Minimum Offering Amount”) Class A ordinary shares, no par value (the “Class A Ordinary Shares”) and amaximum of 65,502,184 (the “Maximum Offering Amount”) Class A Ordinary Shares, of VS MEDIA Holdings Limited (the “Company”) at an offering price ofUS$0.229 per share (the “Shares”). Our Class A Ordinary Shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “VSME.” On May 2, 2025, thelast reported sale price of our Class A Ordinary Shares on Nasdaq was US$0.8805 per share. The public offering price for the securities in this offering is at a discount to the current market price. The final public offering price was determined through negotiationbetween us, the Placement Agent, and the investors based upon a number of factors, including our history and our prospects, stage of development of our business, ourbusiness plans for the future and the extent to which they have been implemented, an assessment of our management, the industry in which we operate, our past andpresent operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering. The PlacementAgent must sell the Minimum Offering and up to the Maximum Offering, if any securities are sold. We expect this offering to be completed not later than May 30, 2025. The securities is offered at a fixed price and are expected to be issued in a single closing. We have engaged Joseph Gunnar & Co., LLC (“Joseph Gunnar”) as ourexclusive placement agent (the “Placement Agent”) to use its reasonable best efforts to solicit offers to purchase our securities in this offering. The Placement Agentmust place the Minimum Offering in order for the Offering to close and may place up to the Maximum Offering. We expect this offering to be completed not later thanMay 30, 2025. Any proceeds from the sale of Shares offered by us will be available for our immediate use, despite uncertainty about whether we would be able to usesuch funds to effectively implement our business plan. See “Risk Factors” in this prospectus for more information. Because this is a best-efforts offering, the Placement Agent has no obligation to arrange for the purchase or sale of any specific number or dollar amount of thesecurities, and, as a result, there is a possibility that we may not be able to sell the Minimum Offering Amount. If we do not receive a minimum subscription of$5,000,000 (for 21,834,061 Ordinary Shares) by May 30, 2025, all funds will be returned to the investors in this offering promptly after the termination of the offering,without charge, deduction or interest. Prior to May 30, 2025, in no event will funds be returned to the investors unless the offering is terminated. We have agreed to paythe Placement Agent a commission equal to 3.0% of the gross proceeds sold in the Offering and to provide reimbursement of certain expenses and certain othercompensation to the Placement Agent. See “Plan of Distribution” of this prospectus for more information regarding these arrangements. The proceeds from the sale of securities in this offering will be deposited in a separate (limited to funds received on behalf of us) non-interest bearing bank account atFlagstar Bank, N.A. established by our escrow agent (the “Escrow Account”) until the Minimum Offering Amount is raised. If we complete this offering, net proceedswill be delivered to us on the closing date (such closing date being the above mutually acceptable date, provided the minimum offering amount has been sold). The offering may close or terminate, as the case may be, because there is a Minimum Offering required as a condition to closing in this offering. The actual publicoffering amount, Placement Agent’s fee and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offeringamounts set forth above and throughout this prospectus. We have agreed to pay the Placement Agent the placement agent fees set forth in the table below. See “Plan ofDistribution” in this prospectus for more information. We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 and will be subject to reduced public company reportingrequirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a ForeignPrivate Issuer.” This prospectus prov