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
Forcendra
Holding 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 offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Restructuring
As
previously reported in the Report on Form 6-K furnished by Forcendra Holding Limited (formerly known as VS MEDIA Holdings Limited) (the
“Company”) to the Securities and Exchange Commission (the “SEC”) on October 14, 2026, at the extraordinary general
meeting of members of the Company held on October 9, 2026 (the “Extraordinary Meeting”), the Company’s 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”) (“Proposal 1”) and (ii) the adoption of the Second Amended and Restated
Memorandum and Articles of Association of the Company (the “Second Amended and Restated M&A”) (“Proposal 2”).
On
October 9, 2026, VSM Holdings Limited, a BVI business company limited by shares and, prior to the Restructuring, a wholly-owned subsidiary
of the Company (“VSM”), Aurenza Group Limited, a BVI business company limited by shares and a wholly-owned subsidiary of
the Company (“Aurenza”), and the Company entered into a Share Transfer Agreement (the “Share Transfer Agreement”),
pursuant to which VSM transferred to Aurenza all of the issued shares of VS MEDIA PTE. LTD., a company incorporated in Singapore and
formerly a wholly-owned subsidiary of VSM (“VS Media SG”), free and clear of all encumbrances, for nominal consideration
of US$1.00. The transfer was effected as an internal intercompany reorganization within the Company’s corporate group and was completed.
On
October 9, 2026, the Company entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with a third party
unaffiliated with the Company (the “Purchaser”), pursuant to which the Company agreed to sell to the Purchaser
all of the issued shares of VSM (the “Sale Shares”) for aggregate cash consideration of US$1.00 (the “VSM
Disposition”), which consideration was agreed on an arm’s-length basis. Pursuant to the Share Purchase Agreement, the
Purchaser will acquire the Sale Shares on an “as is, where is” basis and, effective as of completion, will
assume and agree to pay, perform, satisfy and discharge all debts, liabilities and obligations of VSM and each of its direct and
indirect subsidiaries, whether known or unknown and whether arising before, on or after the completion date.
Upon
completion of the Restructuring, the Company will continue to directly own 100% of Aurenza, which in turn owns 100% of
each of VS Media SG and Aurenza Living Private Limited, a private company limited by shares incorporated in Singapore. The Company will
no longer hold any direct or indirect ownership interest in VSM or any of VSM’s direct or indirect subsidiaries.
The
foregoing descriptions of the Share Transfer Agreement and the Share Purchase Agreement do not purport to be complete and are qualified
in their entirety by reference to the full text of such agreements, copies of which are furnished as Exhibits 10.1 and 10.2, respectively,
to this Report on Form 6-K and are incorporated herein by reference.
Filing
of Second Amended and Restated Memorandum and Articles of Association
At
the Extraordinary Meeting, the Company’s shareholders approved Proposal 2, the adoption of the Second Amended and Restated M&A
in substitution for, and to the exclusion of, the Company’s then-existing Memorandum and Articles of Association. On October 12,
2026, the Company filed the Second Amended and Restated M&A with the Registrar of Corporate Affairs of the British Virgin Islands
(the “Registrar”), and the Second Amended and Restated M&A became effective upon registration by the Registrar on October
12, 2026.
The
Second Amended and Restated M&A reflects, among other changes: (i) the change of the Company’s name from “VS MEDIA Holdings
Limited” to “Forcendra Holding Limited”; (ii) express authority of the Company, by Resolution of Directors or Resolution
of Shareholders, to divide or combine its shares, including issued shares, into a larger or smaller number of shares of the same class
or series; (iii) a right, but not an obligation, of the Company to redeem any or all of the Class B Ordinary Shares held by a holder
upon the occurrence of a Triggering Event (as defined therein) in respect of such holder; (iv) a reduction of the threshold for removal
of a director without cause by resolution of shareholders from 75% to 50%, together with the disapplication of Sections 114(2) and 114(3)
of the BVI Business Companies Act (As Revised) (the “BVI Act”); (v) a modernized notice framework permitting notices to shareholders
to be given by electronic transmission or by publication on the Company’s website or the website of the applicable exchange, subject
to the rules of the exchange on which the Company’s shares are listed; and (vi) the disapplication of Section 175 of the BVI Act,
such that dispositions of more than 50% in value of the Company’s assets not made in the usual or regular course of business no
longer require approval by Resolution of Shareholders.
The
foregoing description of the Second Amended and Restated M&A does not purport to be complete and is qualified in its entirety by
reference to the full text of the Second Amended and Restated M&A, a copy of which is furnished as Exhibit 3.1 to this Report on
Form 6-K and is incorporated herein by reference.
Name
Change
In
connection with the effectiveness of the Second Amended and Restated M&A, the Company changed its corporate name from “VS MEDIA
Holdings Limited” to “Forcendra Holding Limited” (the “Name Change”). The Registrar issued a Certificate
of Change of Name pursuant to Section 21 of the BVI Business Companies Act, 2004, certifying that the Name Change was effective on October
12, 2026.
The
Name Change does not affect the rights of the Company’s shareholders, and no action is required by the Company’s shareholders
with respect to the Name Change.
Ticker
Symbol Change
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.
On
October 21, 2026, the Company issued a press release announcing the results of the Extraordinary Meeting, including the approval
by the Company’s shareholders of Proposal 1 and Proposal 2, the Restructuring, the Name Change and the expected
ticker symbol change. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
The
information contained in this Report on Form 6-K, including Exhibits 3.1, 10.1, 10.2 and 99.1 attached hereto, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward
Looking Statements
Statements
in this Report on Form 6-K regarding the Company that are not historical facts are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, and are subject to risks and uncertainties that could
cause actual future events or results to differ materially from such statements. Any such forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements
that do not directly or exclusively relate to historical facts. In some cases, you can identify forward-looking statements by terms such
as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,”
“anticipates,” “intend,” “plan,” “goal,” “seek,” “strategy,”
“future,” “likely,” “believes,” “estimates,” “projects,” “forecasts,”
“predicts,” “potential,” or the negative of those terms, and similar expressions and comparable terminology.
These include, but are not limited to, statements relating to the expected benefits of the Restructuring, the expected timing of the
change of the Company’s ticker symbol on the Nasdaq Capital Market, future events or our future financial and operating results,
plans, objectives, expectations, and intentions. Although we believe that the expectations reflected in these forward-looking statements
are reasonable, these expectations may not be achieved. Forward-looking statements are neither historical facts nor assurances of future
performance. Instead, they represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject
to known and unknown risks, uncertainties and other factors outside of our control that could cause our actual results, performance or
achievement to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include:
our ability to realize the anticipated benefits of the Restructuring and to operate our business following the VSM Disposition; our ability
to successfully execute our business strategies; our ability to attract and retain key personnel; our ability to compete effectively
in our industry; our ability to maintain the listing of our Class A Ordinary Shares on the Nasdaq Capital Market; the impact of new or
changed laws, regulations or other industry standards in the British Virgin Islands, Singapore, the United States or other jurisdictions
in which we operate that could adversely affect our ability to conduct our business; and changes in general market, economic and political
conditions in Singapore, the United States and other global economies or financial markets, including those resulting from natural or
man-made disasters.
These
forward-looking statements represent our estimates and assumptions only as of the date of this Report on Form 6-K and, except as required
by applicable law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise after the date of this Report on Form 6-K. Given these uncertainties, you should not place undue
reliance on these forward-looking statements and should consider various factors, including the risks described under “Item 3.
Key Information—D. Risk Factors” in our most recent Annual Report on Form 20-F, as well as any amendments thereto, and in
our other filings with, or reports furnished to, the SEC.
| Exhibit
No. |
|
Description
of Exhibit |
| 3.1 |
|
Second Amended and Restated Memorandum and Articles of Association of Forcendra Holding Limited, effective October 12, 2026. |
| 10.1 |
|
Share Transfer Agreement, dated October 9, 2026, by and among VSM Holdings Limited, Aurenza Group Limited and the Company. |
| 10.2 |
|
Share
Purchase Agreement, dated October 9, 2026, by and between the Company and the Purchaser. |
| 99.1 |
|
Press Release dated October 21, 2026. |
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 21, 2026 |
FORCENDRA
HOLDING LIMITED |
| |
|
|
| |
By: |
/s/
Eng Yong Julius Toh |
| |
Name: |
Eng
Yong Julius Toh |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
FOR
IMMEDIATE RELEASE
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”
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
– October 21, 2026 – 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
