VS MEDIA Holdings Ltd (now Forcendra Holding Limited) is restructuring its group: VSM Holdings Limited completed an internal transfer of all issued shares of VS MEDIA PTE. LTD. to wholly owned Aurenza Group Limited for US$1.00, keeping the Singapore subsidiary within the group. The Company also agreed to sell all issued shares of VSM to an unaffiliated third-party purchaser for aggregate cash consideration of US$1.00. At completion, the purchaser will assume VSM’s and its direct and indirect subsidiaries’ debts, liabilities and obligations, and the Company will have no ownership interest in those entities.
The amended articles became effective October 12, 2026, alongside the name change. They lower the threshold for removing a director without cause from 75% to 50% and permit the Board to approve dispositions of more than 50% in asset value outside the usual course without a shareholder resolution. Shareholders supported the restructuring with approximately 94.52% of votes cast and the amended articles with approximately 94.13%. Class A shares are expected to begin trading as FCDH on the Nasdaq Capital Market at the open October 26, 2026, replacing VSME.
VS MEDIA Holdings Ltd (VSME) reported that shareholders approved a restructuring under which VSM Holdings Limited shall transfer all its shares in VS MEDIA PTE. LTD. to Aurenza Group Limited; following that transfer, the Company shall sell all its shares in VSM to an unaffiliated third party for US$1.00. The stated purpose is to dispose of loss-making businesses.
Shareholders also approved revised articles reflecting a change of the Company’s name to Forcendra Holding Limited. The changes include lowering the shareholder threshold for removing directors from 75% to 50%, adding a Company right to redeem Class B Ordinary Shares upon a Triggering Event, and permitting electronic notices. At the October 9, 2026 meeting, 2,583,308 votes, approximately 53.60% of votes entitled to be cast, were represented, constituting a quorum.
VS MEDIA Holdings Ltd converted US$830,952.46 of outstanding loan principal into equity under eight agreements entered September 15, 2026. The aggregate issuance comprised 1,811,848 Class A Ordinary Shares and 214,866 pre-funded warrants, at a conversion price of US$0.41 per share. Warrants were issued instead of shares that would have caused a lender’s beneficial ownership to exceed 4.99% immediately after issuance; each warrant is exercisable at any time for US$0.001 per share.
All accrued and unpaid interest was forgiven and canceled effective upon conversion. The issued shares and warrants are restricted securities that were not registered under the Securities Act; the company stated the issuance relied on registration exemptions.
VS MEDIA Holdings Ltd (VSME) reported revenue of $3,357,924 for the six months ended June 30, 2026, up 3.0% from a year earlier. Gross profit increased 12.2% to $992,407. Campaign-based marketing services revenue rose 35.6% to $2,965,828, while optimization-based services revenue declined 78.5% to $166,589 and social-platform marketing revenue declined 23.8% to $225,507.
Net loss narrowed to $254,213 from $4,444,519 a year earlier, while operating expenses fell 77.7% to $1,136,698. Net cash used in operating activities was $768,053, and cash, cash equivalents and restricted cash totaled $771,247 at June 30, 2026. Current assets were $7,403,428 against current liabilities of $5,007,541, with working capital of $2,395,887. A conversion contemplated under a debt conversion and share subscription agreement with related party S T Meng remained pending; no ordinary shares relating to it had been issued, and management had not reached a final decision as of the report date.
VS MEDIA Holdings Ltd (VSME) is the issuer whose Class A ordinary shares Warner Bros. Discovery, Inc. and its indirect wholly owned subsidiary, Discovery Networks Asia-Pacific Pte. Ltd., report as beneficially owned. Discovery Networks directly holds 11,720 shares; Warner Bros. Discovery may be deemed to beneficially own those same shares. Its reported shared voting and dispositive power covers 11,720 shares. The reported ownership is 0.4% of the class, based on 2,750,784 shares outstanding as of August 21, 2026. The filing identifies the ownership as 5% or less of the class.
VS MEDIA Holdings Ltd. (VSME) seeks approval at its October 9, 2026 meeting for a restructuring: wholly owned VSM Holdings Limited would transfer all shares in VS MEDIA PTE. LTD. to wholly owned Aurenza Group Limited, then VSME would sell all VSM shares to an unaffiliated third party for US$1.00. VS MEDIA PTE. LTD. would retain its 41% interest in S.T. MENG PTE. LTD. The board cites subsidiaries with operating losses that are not expected to achieve profitability in the near term.
Proposal 2 would rename the company Forcendra Holding Limited and replace its memorandum and articles. Proposed changes authorize share divisions or combinations; give the board discretion to redeem Class B shares after specified employment or eligibility triggers at a board-determined price; lower the shareholder threshold for director removal from 75% to 50%; and disapply Section 175’s shareholder-approval rule for dispositions of more than 50% of asset value not made in the usual or regular course of business. Electronic and website notices would also be permitted.
VS MEDIA Holdings Ltd (VSME) is asking shareholders to approve a two-step restructuring: its wholly owned subsidiary VSM Holdings Limited would transfer all its shares in VS MEDIA PTE. LTD. to wholly owned Aurenza Group Limited, after which VSME would sell all its shares in VSM to an unaffiliated third party for US$1.00. If completed, VSME would own 100% of Aurenza, which would own 100% of VS Media SG; VS Media SG would retain its 41% equity interest in S.T. MENG PTE. LTD., while VSME would have no ownership interest in VSM or its subsidiaries. The board describes the restructuring as intended to dispose of loss-making businesses.
A second proposal would rename the company Forcendra Holding Limited and replace its memorandum and articles. Proposed changes include authority to divide or combine shares, a board-discretionary right to redeem Class B shares after specified “Triggering Events,” and lowering the shareholder threshold to remove directors without cause from 75% to 50%. Both proposals are scheduled for a shareholder vote on October 9, 2026. Approval requires a simple majority of votes cast, with a quorum representing at least 50% of votes entitled to be cast.
VS MEDIA Holdings Ltd entered into eight unsecured loan agreements with individual lenders for an aggregate principal of S$1,047,000 (approximately US$830,952). Each loan has a six‑month term from disbursement and bears 10% per annum simple interest on an actual/365 basis.
The lenders will disburse funds within 45 calendar days of execution to Aurenza Living Private Limited, a subsidiary acting as receiving agent, and the Company will use the proceeds for working capital, business development, and other lawful corporate purposes. The Company may prepay without penalty, subject to paying accrued interest, and the parties may agree to alternative, including non‑cash, settlement. The loans are governed by Singapore law with Singapore courts having exclusive jurisdiction and are incorporated by reference into the Company’s existing Form F‑3 and Form S‑8 registration statements.
VS MEDIA Holdings Ltd (VSME) is updating its Form F-3 shelf registration to allow primary offerings of up to $200,000,000 of Class A ordinary shares, debt securities, warrants, subscription rights and units, to be issued from time to time after effectiveness.
Under Form F-3 General Instruction I.B.5, primary sales are capped at one-third of public float while non‑affiliate Class A Ordinary Shares remain below $75 million in value. As of August 21, 2026, non‑affiliate float was approximately $6,567,835, based on 2,606,284 non‑affiliate shares at $2.52 per share and 2,750,784 shares outstanding.
The company is a BVI holding company with operations mainly in Hong Kong SAR, Taiwan, Macau and Singapore, running a creator‑focused marketing and social commerce business. 2025 revenue was $7.52 million, down 8.81% year over year, while gross margin improved to 23.71%. Recent moves include acquiring Macau agency MLINK and increasing its stake in Singapore-based S T Meng to 41.52%. The company highlights regulatory and cybersecurity risks tied to PRC and Hong Kong oversight, HFCA Act-related audit inspection risk, and potential restrictions on cash transfers from Hong Kong. Proceeds from any future offerings are expected to fund working capital, general corporate purposes and early-stage expansion into an AI Smart Living business.