F-1/A: VS Media Holdings Seeks Up to $15 Million in New Share Offering

VS Media Holdings aims to raise capital through a share offering to fund business expansion and working capital.

Summary

• VS Media Holdings Limited is offering a minimum of 21,834,061 Class A ordinary shares and a maximum of 65,502,184 Class A ordinary shares at a price of US$0.229 per share.
• The company intends to use the net proceeds for business expansion, working capital, and other general corporate purposes.
• The offering is a best-efforts offering, with Joseph Gunnar & Co., LLC acting as the exclusive placement agent.
• The company must receive a minimum subscription of $5,000,000 by May 13, 2025, or the offering will terminate and funds will be returned to investors.
• The placement agent will receive a commission equal to 3.0% of the gross proceeds sold in the offering, plus reimbursement of certain expenses.
• VS Media Holdings Limited is a British Virgin Islands holding company with operations conducted by subsidiaries in HK SAR, Singapore and Taiwan.
• The company acknowledges risks related to doing business in Hong Kong SAR and the potential impact of PRC government interference.
• The company's Class A Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act (HFCA Act) if the Public Company Accounting Oversight Board (PCAOB) is unable to inspect their auditors for two consecutive years.
• The company's auditor, Assentsure PAC, is headquartered in Singapore and is subject to PCAOB inspections.
• The company is an emerging growth company and a foreign private issuer, which allows for reduced public company reporting requirements.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While the company is pursuing growth strategies and operating in a growing industry, it faces significant financial challenges and regulatory risks, leading to a cautious outlook.

Positives

• The company intends to use the net proceeds from this offering for business expansion and for working capital and other general corporate purposes.
• The company's auditor, Assentsure PAC, is headquartered in Singapore and is subject to PCAOB inspections.
• The company is an emerging growth company and a foreign private issuer, allowing for reduced reporting requirements.

Negatives

• The offering is contingent on receiving a minimum subscription of $5,000,000 by May 13, 2025, and if this is not met, the offering will terminate.
• The company faces risks related to operating in Hong Kong SAR and potential PRC government influence.
• The company's shares may be delisted if the PCAOB cannot inspect their auditor.
• The offering price of $0.229 per share is at a discount to the current market price, which may cause the share price to decline after the offering.

Risks

• The company may not be able to sell the Minimum Offering Amount.
• The company is subject to political and legal risks associated with being based in China.
• The company's Class A Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect their auditors.
• The company's share price has been and could continue to be volatile.
• The company's dual-class voting structure will limit your ability to influence corporate matters.
• The company cannot guarantee that they will declare or distribute any dividend in the future.
• Investors in the company's Class A Ordinary Shares will face immediate and substantial dilution in the net tangible book value per Share and may experience future dilution.
• The company will have broad discretion in the use of proceeds of this Offering.

Future Outlook

The company aims to help Creators and Brands maximize their earnings by establishing and managing one of the leading Creator networks in Asia.

Industry Context

The document discusses the growing Creator Economy and Influencer Marketing, noting the shift of marketing budgets towards social media and the increasing importance of micro-influencers.

Comparison to Industry Standards

• The document mentions Unilever's plan to invest half of its ad budget on social media, indicating a trend among large advertisers.
• The document cites Fortune Business Insights, stating the global influencer marketing platform market size was valued at USD 20.24 billion in 2024 and is projected to grow to USD 71.04 billion by 2032, exhibiting a CAGR of 17%.
• The document cites Grand View Research, expecting the influencer marketing market to reach $97.55 billion by 2030.
• The document cites Shopify, stating US social shoppers grew from roughly 96 million to around 104 million between 2023 and 2025.
• The document cites Klarna, stating 60% of shoppers who used livestream shopping reported a better purchase experience than the conventional method.

Related Party Transactions

• The company has related party transactions with Ours Media Hong Kong Limited, Discovery Networks Asia-Pacific Pte. Ltd., and Ms. Wong Nga Fan.
• These transactions include rental expenses, loan interest expenses, revenue received, and amounts due to/from related parties.

Stakeholder Impact

• Shareholders may experience dilution due to the issuance of new shares.
• Shareholders face the risk of delisting if the PCAOB cannot inspect the company's auditor.
• The company's ability to execute its business plan depends on raising sufficient capital.
• The company's financial condition and results of operations could be adversely affected by various risks, including economic conditions, competition, and regulatory changes.

Next Steps

• The Placement Agent will solicit offers to purchase the securities in the offering.
• The company must receive a minimum subscription of $5,000,000 by May 13, 2025.
• The company will deliver Class A Ordinary Shares being issued to the investors electronically sold in this offering, upon closing and receipt of investor funds for the purchase of the securities offered pursuant to this prospectus.

Key Dates

Keywords

share offering, capital raise, VS Media Holdings, Class A Ordinary Shares, placement agent, HFCA Act, PCAOB, Hong Kong SAR, emerging growth company, foreign private issuer