UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of: October 2026
Commission
File Number 001-41817
VS
MEDIA HOLDINGS LIMITED
(Translation
of registrant’s name into English)
Eng
Yong Julius Toh, Chief Executive Officer
3
International Business Park #03-29
Nordic
European Centre
Singapore,
609927
Telephone:
+65 6518 4887
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Submission
of Matters to a Vote of Security Holders.
On
October 9, 2026, VS MEDIA Holdings Limited (the “Company”) held an extraordinary general meeting of members (the “Extraordinary
Meeting”) at 10:00 a.m., Singapore time, at 3 International Business Park #03-29, Nordic European Centre, Singapore, 609927.
As
of 5:00 p.m., New York time, on September 21, 2026 (the “Record Date”), the record date for the Extraordinary Meeting, there
were 4,562,632 of the Company’s Class A Ordinary Shares and 14,286 of the Company’s Class B Ordinary Shares issued and outstanding
and entitled to vote at the Extraordinary Meeting, representing an aggregate of 4,819,780 votes. Each holder of the Company’s Class
A Ordinary Shares was entitled to one (1) vote in respect of each Class A Ordinary Share held by such holder on the Record Date, and
each holder of the Company’s Class B Ordinary Shares was entitled to eighteen (18) votes in respect of each Class B Ordinary Share
held by such holder on the Record Date, with holders of Class A Ordinary Shares and Class B Ordinary Shares voting together as a single
class on all matters submitted to a vote at the Extraordinary Meeting.
2,326,160
Class A Ordinary Shares, which represented approximately 50.98% of the outstanding Class A Ordinary Shares, and 14,286 Class B Ordinary
Shares, which represented 100% of the outstanding Class B Ordinary Shares, were present in person or represented by proxy at the Extraordinary
Meeting, together representing 2,583,308 votes, or approximately 53.60% of the total votes entitled to be cast, and constituting a quorum
under the Company’s Amended and Restated Memorandum and Articles of Association.
Two
items of business were acted upon by the Company’s shareholders at the Extraordinary Meeting, each of which was approved by the
shareholders by the requisite simple majority of the votes cast. The voting results set forth below reflect the final tabulation of votes
cast by proxy and in person at the Extraordinary Meeting, and the number of Class B Ordinary Shares voted is stated in shares, each carrying
eighteen (18) votes.
| 1. | Proposal
1 – Restructuring |
Shareholders
approved, as an ordinary resolution, the restructuring of the Company’s corporate group (the “Restructuring”), pursuant
to which (i) VSM Holdings Limited, a wholly-owned subsidiary of the Company incorporated in the British Virgin Islands (“VSM”),
shall transfer all of its shares in VS MEDIA PTE. LTD., a wholly-owned subsidiary of VSM incorporated in Singapore, to Aurenza Group
Limited, a wholly-owned subsidiary of the Company incorporated in the British Virgin Islands, and (ii) following the completion of such
transfer, the Company shall sell all of its shares in VSM to a third party unaffiliated with the Company for a consideration of US$1.00,
for the purpose of disposing of loss-making businesses, and authorized the board of directors of the Company (the “Board”)
to do all acts and things as the Board in its sole discretion considers necessary or desirable for the purposes of giving effect to and/or
implementing the Restructuring. The voting results were as follows:
For
(Class
A Ordinary Shares) |
|
For
(Class
B Ordinary Shares) |
|
Against
(Class
A Ordinary Shares) |
|
Abstain
(Class
A Ordinary Shares) |
| 2,184,084 |
|
14,286 |
|
141,475 |
|
601 |
| 2. | Proposal
2 – Adoption of Second Amended and Restated Memorandum and Articles of Association |
Shareholders
approved, as an ordinary resolution, the adoption of the Second Amended and Restated Memorandum and Articles of Association of the Company
(the “Second Amended and Restated M&A”) in substitution for, and to the exclusion of, the existing Memorandum and Articles
of Association of the Company, which reflects, among other changes, (i) the change of the Company’s name from “VS MEDIA Holdings
Limited” to “Forcendra Holding Limited,” (ii) the addition of express authority of the Board and the shareholders to
divide or combine the Company’s shares, (iii) the introduction of a right of the Company to redeem Class B Ordinary Shares upon
the occurrence of a Triggering Event (as defined therein), (iv) the reduction of the threshold for removal of directors by shareholders
from 75% to 50%, (v) the modernization of the Company’s notice and communication framework to permit electronic and website delivery,
and (vi) the opt-out of Section 175 of the BVI Business Companies Act (As Revised), and authorized the Board to do all acts and things
as the Board in its sole discretion considers necessary or desirable for the purposes of giving effect to and/or implementing the adoption
of the Second Amended and Restated M&A. The voting results were as follows:
For
(Class
A Ordinary Shares) |
|
For
(Class
B Ordinary Shares) |
|
Against
(Class
A Ordinary Shares) |
|
Abstain
(Class
A Ordinary Shares) |
| 2,173,917 |
|
14,286 |
|
151,543 |
|
700 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| Date:
October 14, 2026 |
VS
MEDIA HOLDINGS LIMITED |
| |
|
|
| |
By: |
/s/
Eng Yong Julius Toh |
| |
Name: |
Eng
Yong Julius Toh |
| |
Title: |
Chief
Executive Officer |
