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

per share. termination of the offering, without charge, deduction or interest. Prior to May 30, 2025, in no event will funds bereturned to the investors unless the offering is terminated. We have agreed to pay the Placement Agent acommission equal to 3.0% of the gross proceeds sold in the Offering and to provide reimbursement of certainexpenses and certain other compensation to the Placement Agent. See “Plan of Distribution” of this prospectus formore information regarding these arrangements.The proceeds from the sale of securities in this offering will be deposited in a separate (limited to funds received onbehalf of us) non-interest bearing bank account at Flagstar Bank, N.A. established by our escrow agent (the“Escrow Account”) until the Minimum Offering Amount is raised. If we complete this offering, net proceeds willbe delivered to us on the closing date (such closing date being the above mutually acceptable date, provided theminimum offering amount has been sold).The offering may close or terminate, as the case may be, because there is a Minimum Offering required as acondition to closing in this offering. The actual public offering amount, Placement Agent’s fee and proceeds to us, ifany, are not presently determinable and may be substantially less than the total maximum offering amounts set forthabove and throughout this prospectus. We have agreed to pay the Placement Agent the placement agent fees setforth in the table below. See “Plan of Distribution” in this prospectus for more information.We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 and will besubject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being anEmerging Growth Company” and “Prospectus Summary — Implications of Being a Foreign Private Issuer.”This prospectus provides a general description of the securities being offered. You should carefully read thisprospectus and the registration statement of which it forms a part before you invest in any of the Shares.Investing in our Shares involves risks. See “Risk Factors” beginning on page 23.We were incorporated in the British Virgin Islands on August 30, 2022, as a holding company of our business,which is primarily operated through our indirectly wholly-owned HK SAR subsidiaries, VS Media Limited (“VSMediaHK”and GRACE CREATION LIMITED(“Grace Creation”),our indirect wholly-owned Taiwansubsidiary, VS MEDIA LIMITED (“VS Media TW”) and our indirect wholly-owned Singapore subsidiary, VSMEDIA PTE LTD. (“VS Media SG”).VS MEDIA Holdings Limited is not a Chinese or HK SAR operating company but a British Virgin Islands (“BVI”)holding company with operations conducted by our subsidiaries in HK SAR, Singapore andTaiwan. You areinvesting in Class A Ordinary Shares of VS MEDIA Holdings Limited, the BVI holding company.Neither we nor any of our subsidiaries is required to obtain permission from the government of thePeople’s Republic of China, including the China Securities Regulatory Commission, or CSRC, to list ourshares on the Nasdaq Capital Market.iOn February 17, 2023, the CSRC released a set of new regulations which consists of the TrialAdministrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the TrialMeasures, and five supporting guidelines. The Trial Measures came into effect on March 31, 2023. The TrialMeasures refine the regulatory system by subjecting both direct and indirect overseas offering and listingactivitiesto the CSRC filing-based administration.Requirements for filing entities,time points andprocedures are specified. A PRC domestic company that seeks to offer and list securities in overseas marketsshall fulfill the filing procedure with the CSRC per the requirements of the Trial Measures. Where a PRCdomestic company seeks to indirectly offer and list securities in overseas markets, the issuer shall designate amajor domestic operating entity, which shall, as the domestic responsible entity, file with the CSRC. TheTrial Measures also lay out requirements for the reporting of material events. Breaches of the TrialMeasures, such as offering and listing securities overseas without fulfilling the filing procedures, shall bearlegal 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 the cost for offenders by enforcingaccountability with administrative penalties and incorporating the compliance status of relevant marketparticipants into the Securities Market Integrity Archives.The Trial Measures do not apply to us because we are not a PRC domestic company under the TrialMeasures. Further, according to our Hong Kong counsel, Loeb & Loeb LLP, the national laws adopted bythe PRC are generally not applicable to Hong Kong according to the Basic Law of the Hong Kong SpecialAdministrative Region (the “Basic Law”). The Basic Law came into effect on July 1, 1997. It