Forcendra Holding Limited (formerly VS MEDIA Holdings Limited) Announces Shareholder Approval, Effectiveness of Second Amended and Restated Memorandum & Articles of Association and Name Change, and Anticipated Ticker Symbol Change to “FCDH”

The amended articles let the board approve asset dispositions exceeding 50% of company asset value without a shareholder resolution.

Rhea-AI Summary

Forcendra Holding (Nasdaq: VSME), formerly VS MEDIA Holdings, received shareholder approval for its corporate restructuring at the October 9, 2026 meeting. Approximately 94% of votes cast supported each proposal, including amended governing documents. The name change and amended documents became effective on October 12, 2026.

Under the restructuring, the Singapore subsidiary was transferred to wholly owned Aurenza Group and remains within the group. The company agreed to sell VSM Holdings and its remaining subsidiaries to an unaffiliated third party for US$1.00; completion would end its ownership of those businesses. Forcendra says the restructuring aims to reduce costs associated with loss-making subsidiaries. The amendments expand certain board powers and lower the threshold for shareholders to remove directors without cause. Class A shares are expected to begin trading as FCDH on October 26, 2026.

2 points · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Shareholder-approved restructuring aims to reduce administrative, compliance and financial costs associated with loss-making subsidiaries.
• Minor pointDirector removal without cause now requires at least 50% shareholder approval, down from at least 75%.

Negative

• Major pointAgreed VSM Holdings sale provides nominal consideration of US$1.00; completion would end ownership of its remaining subsidiaries.
• Minor pointBoard may approve dispositions exceeding 50% of asset value outside ordinary business without a shareholder resolution.
• Minor pointBoard may divide or combine shares without further shareholder approval under the amended articles.
• Minor pointClass B shares face board-discretionary redemption upon specified triggers, at a board-determined price.

News Explained

Specified corporate decisions now need no separate shareholder approval, and the board can set the price when redeeming Class B shares after listed triggers.

Forcendra’s amended articles took effect on October 12, 2026, authorizing the board to approve dispositions of more than 50% of company assets by value outside the usual course of business without a shareholder resolution. The company also authorized the board or shareholders to divide or combine shares without further shareholder approval.

The company may redeem a holder’s Class B shares at the board’s discretion after certain triggers, including termination of an eligible holder’s employment or service relationship; the board determines the redemption price.

Key Figures

Restructuring vote support: 94.52% Amended articles vote support: 94.13% Sale consideration: US$1.00 +4 more

Restructuring vote support

94.52%

Votes cast for or against the proposal

Amended articles vote support

94.13%

Votes cast for or against the proposal

Sale consideration

US$1.00

Agreed sale of VSM and its remaining subsidiaries

Director removal threshold

75% to 50%

Shareholders entitled to vote; removal without cause

Voting power per share

1 vote per Class A share; 18 votes per Class B share

Classes voted together as a single class

Shareholder attendance

53.60%

Total voting power represented at the Extraordinary Meeting

Ticker change date

October 26, 2026

Class A shares expected to begin trading under FCDH

Key Terms

quorum, cusip number

2 terms

quorum regulatory

"satisfying the quorum requirement."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

cusip number technical

"The CUSIP number for the Class A ordinary shares will remain unchanged."

A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Approximately 94% of Votes Cast Support Each Proposal; Company Changes Its Name to Forcendra Holding Limited; Class A Ordinary Shares Expected to Begin Trading on the Nasdaq Capital Market Under “FCDH” on October 26, 2026

Singapore, Oct. 21, 2026 (GLOBE NEWSWIRE) -- Forcendra Holding Limited (formerly known as VS MEDIA Holdings Limited) (Nasdaq: VSME) (“Forcendra” or the “Company”) today announced that, at the Company’s extraordinary general meeting of members held in Singapore on October 9, 2026 (the “Extraordinary Meeting”), its shareholders approved, each as an ordinary resolution by the requisite simple majority of the votes cast, (i) the restructuring of the Company’s corporate group (the “Restructuring”) and (ii) the adoption of the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Second Amended and Restated M&A”), which reflects, among other changes, the change of the Company’s name from “VS MEDIA Holdings Limited” to “Forcendra Holding Limited” (the “Name Change”). Approximately 94% of the votes cast were in favor of each proposal, based on the aggregate voting power of the Company’s Class A and Class B ordinary shares voting together as a single class and excluding abstentions. The Company also announced that the Second Amended and Restated M&A, including the Name Change, became effective on October 12, 2026.

The Restructuring was undertaken to reduce ongoing administrative, compliance and financial costs associated with subsidiaries that had generated operating losses and were not expected to achieve profitability in the near term, simplify the Company’s corporate structure, and provide greater flexibility to allocate resources to continuing operations and evaluate potential growth opportunities.

Under the Restructuring, VSM Holdings Limited (“VSM”) transferred its Singapore subsidiary, VS MEDIA PTE. LTD., to Aurenza Group Limited, a wholly-owned subsidiary of the Company. VS MEDIA PTE. LTD. therefore remains within the Company’s corporate group following the Restructuring. The Company then agreed to sell VSM, together with its remaining subsidiaries, to a third party unaffiliated with the Company for nominal consideration of US$1.00. Following completion of the sale, the Company will no longer hold any direct or indirect interest in VSM or any of its subsidiaries.

Eng Yong Julius Toh, Chief Executive Officer of Forcendra, said, “On behalf of the Board of Directors, I would like to thank our shareholders for their strong support of the Restructuring. We believe that streamlining our businesses and corporate structure can help reduce operating costs and may improve our financial performance over time, while creating greater flexibility to optimize existing operations and explore new business directions and growth opportunities.”

Governance Updates, Name Change, and Ticker Symbol Change

Shareholders also approved the Company’s Second Amended and Restated M&A, which became effective on October 12, 2026 upon its filing with and registration by the Registrar of Corporate Affairs of the British Virgin Islands. In addition to the Name Change, the amended articles reduce the threshold for removal of a director without cause by shareholders from a resolution of at least 75% to a resolution of at least 50% of the shareholders entitled to vote, and permit the Company to deliver notices and other shareholder communications electronically and through its website. They also authorize the Board, by resolution of directors, or the shareholders to divide or combine the Company’s shares without further shareholder approval; give the Company the right, at the Board’s sole discretion, to redeem Class B ordinary shares held by a holder upon certain triggering events, including the termination of the employment or service relationship of an eligible member, at a price determined by the Board; and disapply Section 175 of the BVI Business Companies Act (As Revised), with the effect that the Board may approve dispositions of more than 50% of the Company’s assets, by value, outside the usual or regular course of business without a resolution of shareholders, in each case as described in the Company’s proxy statement dated September 24, 2026.

In connection with the Name Change, the Company expects that its Class A ordinary shares will begin trading on the Nasdaq Capital Market under the new ticker symbol “FCDH” at the open of trading on October 26, 2026, replacing the Company’s current ticker symbol, “VSME.” The Class A ordinary shares will continue to be listed on the Nasdaq Capital Market, and no action by the Company’s shareholders is required with respect to the ticker symbol change. The CUSIP number for the Class A ordinary shares will remain unchanged.

Voting Results

Shareholders holding approximately 53.60% of the total voting power of the Company’s outstanding ordinary shares entitled to vote were present in person or represented by proxy at the Extraordinary Meeting, satisfying the quorum requirement. Holders of Class A and Class B ordinary shares voted together as a single class, with each Class A ordinary share entitled to one vote and each Class B ordinary share entitled to eighteen votes. Of the votes cast for or against each proposal, approximately 94.52% supported the Restructuring and approximately 94.13% supported the Second Amended and Restated M&A. Final voting results will be included in a Report on Form 6-K to be furnished to the U.S. Securities and Exchange Commission.

About Forcendra Holding Limited

Forcendra Holding Limited (formerly known as VS MEDIA Holdings Limited) (Nasdaq: VSME) manages a global network of digital creators who create and upload content to social media platforms such as YouTube, Facebook, Instagram and TikTok. These creators include influencers, key opinion leaders (KOLs), bloggers and other content creators who build fan bases on social platforms. For more information, visit https://www.vs-media.com.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the expected benefits of the Restructuring, the expected timing of the ticker symbol change, potential cost reductions, possible improvements in financial performance and exploration of new business opportunities. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. These forward-looking statements are also based on assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Investors can find many (but not all) of these statements by the use of words such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025 and other filings with the SEC.

Company Contact:

Forcendra Holding Limited Investor Relations
3 International Business Park #03-29, Nordic European Centre
Singapore 609927
Email: ir@fcdhgroup.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When will Forcendra change its ticker from VSME to FCDH?

Forcendra expects its Class A ordinary shares to begin trading on the Nasdaq Capital Market as FCDH at the open on October 26, 2026, replacing VSME. The shares will remain listed on that market.

What businesses is Forcendra selling in its restructuring?

Forcendra agreed to sell VSM Holdings and its remaining subsidiaries to an unaffiliated third party for nominal consideration of US$1.00. Before that sale, VSM transferred VS MEDIA PTE. LTD. to Aurenza Group, a wholly owned Forcendra subsidiary, keeping the Singapore business within the group.

When can Forcendra redeem Class B ordinary shares under its amended articles?

Forcendra may redeem a holder's Class B ordinary shares at the board's sole discretion upon certain triggering events, including termination of an eligible member's employment or service relationship. The board determines the redemption price.