Correspondence 0001493152-23-029531 from VS MEDIA Holdings Ltd (VSME)
VS MEDIA Holdings Ltd
Date: Aug. 21, 2023 · CIK: 0001951294 · Accession: 0001493152-23-029531
AI Filing Summary & Sentiment
File numbers found in text: 333-273914
Referenced dates: August 18, 2023
Letter
Securities and Exchange Commission Division of Corporate Finance Office of Technology Washington, D.C. 20549 Re: Re: VS MEDIA Holdings Ltd Registration Statement on Form F-1 Filed August 11, 2023 File No. 333-273914
Dear Sir/Madam,
On behalf of our client, VS MEDIA Holdings Ltd (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated August 18, 2023. Concurrently with the submission of this letter, the Company is submitting its revised registration statement on Form F-1 (the “Revised Registration Statement”) and the related exhibits via EDGAR to the Commission.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
* * *
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 56154, when referencing Nasdaq’s definition of a “controlled company,” but the Public Offering Prospectus refers to IM 5615-5. Please clarify these discrepancies.
Response:
Responsive to the Staff’s comments, we have clarified the discrepancies between the Public Offering Prospectus and the Resale Prospectus Alternate Page.
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.
Response:
We have corrected the errors in the Revised Registration Statement to clarify the class of ordinary shares we are referring to.
If you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at (212) 930 9700 or via e-mail at btan@srf.law.
Very
truly yours,
SICHENZIA
ROSS FERENCE LLP
Show Raw Text
CORRESP
1
filename1.htm
August
21, 2023
Blaise
Rhodes/Lyn Shenk
Nicholas
Nalbantian/ Mara Ransom
Securities
and Exchange Commission
Division
of Corporate Finance
Office
of Technology
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Re:
VS MEDIA Holdings Ltd
Registration
Statement on Form F-1
Filed
August 11, 2023 File No. 333-273914
Dear
Sir/Madam,
On
behalf of our client, VS MEDIA Holdings Ltd (the “Company”), we submit to the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained
in the Staff’s letter dated August 18, 2023. Concurrently with the submission of this letter, the Company is submitting its revised
registration statement on Form F-1 (the “Revised Registration Statement”) and the related exhibits via EDGAR to the Commission.
The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Registration Statement.
*
* *
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 56154, when referencing Nasdaq’s definition of a “controlled company,” but the Public Offering Prospectus
refers to IM 5615-5. Please clarify these discrepancies.
Response:
Responsive
to the Staff’s comments, we have clarified the discrepancies between the Public Offering Prospectus and the Resale Prospectus Alternate
Page.
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.
Response:
We
have corrected the errors in the Revised Registration Statement to clarify the class of ordinary shares we are referring to.
If
you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at (212) 930 9700 or via
e-mail at btan@srf.law.
Very
truly yours,
SICHENZIA
ROSS FERENCE LLP
/s/
Benjamin Tan
Benjamin
Tan Esq.
1185
Avenue of the Americas | 31st Floor | New York, NY | 10036
T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW