SEC Comment Letter 0000000000-23-009074 to VS MEDIA Holdings Ltd (VSME)
VS MEDIA Holdings Ltd
Date: Aug. 18, 2023 · CIK: 0001951294 · Accession: 0000000000-23-009074
AI Filing Summary & Sentiment
File numbers found in text: 333-273914
Letter
United States securities and exchange commission logo August 18, 2023 Nga Fan Wong Chief Executive Officer and Chairman VS MEDIA Holdings Ltd 6/F, KOHO 75 Hung To Road Kwun Tong Hong Kong Re:VS MEDIA Holdings Ltd Registration Statement on Form F-1 Filed August 11, 2023 File No. 333-273914 Dear Nga Fan Wong: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form F-1, Filed August 11, 2023 Resale Prospectus Alternate Page, page i 1.We note some deviations in disclosure between the Public Offering Prospectus and the Resale Prospectus Alternate Page. As two examples only, (i) the Resale Prospectus Alternate Page states that you will not consummate the offering without a listing approval from Nasdaq, but the Public Offering Prospectus cover page does not contain similar disclosure; and (ii), we note that the Resale Prospectus Alternate Page refers to IM 5615- 4, when referencing Nasdaq's definition of a "controlled company," but the Public Offering Prospectus refers to IM 5615-5. Please clarify these discrepancies.
FirstName LastNameNga Fan Wong Comapany NameVS MEDIA Holdings Ltd August 18, 2023 Page 2 FirstName LastName Nga Fan Wong VS MEDIA Holdings Ltd August 18, 2023 Page 2 General 2.We note that in a few points in your registration statement, you refer to "Class Ordinary Shares" instead of "Class A" or "Class B" Ordinary Shares. Where you state "Class Ordinary Shares," please clarify which class of ordinary shares you refer. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Blaise Rhodes at 202-551-3774 or Lyn Shenk at 202-551-3380 if you have questions regarding comments on the financial statements and related matters. Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Benjamin A. Tan
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United States securities and exchange commission logo
August 18, 2023
Nga Fan Wong
Chief Executive Officer and Chairman
VS MEDIA Holdings Ltd
6/F, KOHO
75 Hung To Road
Kwun Tong
Hong Kong
Re:VS MEDIA Holdings Ltd
Registration Statement on Form F-1
Filed August 11, 2023
File No. 333-273914
Dear Nga Fan Wong:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1, Filed August 11, 2023
Resale Prospectus Alternate Page, page i
1.We note some deviations in disclosure between the Public Offering Prospectus and the
Resale Prospectus Alternate Page. As two examples only, (i) the Resale Prospectus
Alternate Page states that you will not consummate the offering without a listing approval
from Nasdaq, but the Public Offering Prospectus cover page does not contain similar
disclosure; and (ii), we note that the Resale Prospectus Alternate Page refers to IM 5615-
4, when referencing Nasdaq's definition of a "controlled company," but the Public
Offering Prospectus refers to IM 5615-5. Please clarify these discrepancies.
FirstName LastNameNga Fan Wong
Comapany NameVS MEDIA Holdings Ltd
August 18, 2023 Page 2
FirstName LastName
Nga Fan Wong
VS MEDIA Holdings Ltd
August 18, 2023
Page 2
General
2.We note that in a few points in your registration statement, you refer to "Class Ordinary
Shares" instead of "Class A" or "Class B" Ordinary Shares. Where you state "Class
Ordinary Shares," please clarify which class of ordinary shares you refer.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Blaise Rhodes at 202-551-3774 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Benjamin A. Tan