UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
VS
MEDIA HOLDINGS LIMITED
(Exact
Name of Registrant as Specified in Its Charter)
| British
Virgin Islands |
|
Not
Applicable |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(I.R.S.
Employer
Identification
No.) |
6/F,
KOHO,
75
Hung To Road,
Kwun
Tong, Hong Kong
+852
2865 9992
(Address
of Principal Executive Offices, Including Zip Code)
2023
Equity Incentive Plan
(Full
Title of the Plans)
Ms.
Nga Fan Wong, Chief Executive Officer
6/F,
KOHO,
75
Hung To Road,
Kwun
Tong, Hong Kong
+852
2865 9992
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Lawrence
S. Venick, Esq.
Loeb
& Loeb LLP
2206-19
Jardine House
1
Connaught Place, Central
Hong
Kong SAR
Telephone:
+852-3923-1111
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
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| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
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| Emerging
growth company |
☒ |
|
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This
Registration Statement is filed by VS MEDIA Holdings Limited (the “Registrant”) to register additional securities issuable
pursuant to the Amended and Restated 2023 Equity Incentive Plan and consists of only those items required by General Instruction E to
Form S-8. On November 26, 2025, the Registrant’s board of directors adopted an Amended and Restated 2023 Equity Incentive
Plan, pursuant to which the maximum aggregate number of shares that may be issued under the 2023 Equity Incentive Plan was adjusted from
4,400,000 (adjusted for post share combination) Class A ordinary shares to 9,850,000 Class A ordinary shares, increased
by 5,450,000 Class A ordinary shares. Based on the above, the additional securities registered hereby consist of 5,450,000
Class A ordinary shares.
In
accordance with General Instruction E to Form S-8, the contents of the registration statements on Form S-8 (File No. 333-276310), as
filed with the Securities and Exchange Commission (the “Commission”) on December 29, 2023, are incorporated herein by reference,
except as otherwise set forth herein.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
documents listed below have been filed with the U.S. Securities and Exchange Commission (the “Commission”) by the Registrant
and are incorporated herein by reference to the extent not superseded by documents subsequently filed:
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● |
our
annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 14, 2025 (File No. 001-41817); |
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● |
our
reports of foreign private issuer on Form 6-K filed with the SEC on January
22, 2025, January
27, 2025, February
18, 2025, February
24, 2025, April
30, 2025, May
30, 2025, June
6, 2025, July
3, 2025, September
12, 2025,
October 31, 2025, November
26, 2025, December 5, 2025, and December 10, 2025; |
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● |
our
registration statement on Form
S-8, Amendment
no.1 to Form S-8, and Amendment no.2 to Form S-8 filed with the SEC on December 29, 2023, April 30, 2024 and December 11, 2025,
respectively; |
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● |
any
future annual reports on Form 20-F filed with the SEC after the date of this prospectus and prior to the termination of the offering
of the securities offered by this prospectus; |
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● |
the
description of the securities contained in our registration statement on Form 8-A filed on September 27, 2023 pursuant to Section
12 of the Exchange Act, together with all amendments and reports filed for the purpose of updating that description; |
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● |
any
future reports on Form 6-K that we furnish to the SEC after the date of this prospectus that are identified in such reports as being
incorporated by reference in this prospectus. |
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of the filing of such documents. The Registrant is not incorporating
by reference any document or portion thereof, whether specifically listed above or to be filed in the future, that is not deemed “filed”
with the Commission.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Our
memorandum and articles of association, the BVI Business Companies Act (As Revised), and the common law of the British Virgin Islands
allow us to indemnify our officers and directors from certain liabilities. Our memorandum and articles of association provide that we
shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably
incurred in connection with legal, administrative or investigative proceedings any person who (a) is or was a party or is threatened
to be made a party to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director of our company; or (b) is or was, at the request of our company, serving as a director
of, or in any other capacity is or was acting for, another company or a partnership joint venture, trust or other enterprise.
In
accordance with, and subject to, our memorandum and articles of association (including the limitations detailed therein), (a) the indemnity
referred to above only applies if the person acted honestly and in good faith with a view to the best interests of our company and, in
the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful; (b) the decision of
the directors as to whether the person acted honestly and in good faith and with a view to the best interests of our company and as to
whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes
of the articles of association, unless a question of law is involved; and (c) the termination of any proceedings by any judgment, order,
settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly
and in good faith and with a view to the best interests of our company or that such indemnitee had reasonable cause to believe that his
conduct was unlawful.
We
may purchase and maintain insurance, purchase or furnish similar protection or make other arrangements including, but not limited to,
providing a trust fund, letter of credit, or surety bond in relation to any indemnitee or who at our request is or was serving as a director,
officer or liquidator of, or in any other capacity is or was acting for, another enterprise, against any liability asserted against the
person and incurred by him in that capacity, whether or not we have or would have had the power to indemnify him against the liability
as provided in our memorandum and articles of association.
We
have insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and officers against
loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or officer, including claims
relating to public securities matters, and to us with respect to payments that may be made by us to these officers and directors pursuant
to our indemnification obligations or otherwise as a matter of law.
We
have entered into indemnification agreements with each of our directors and executive officers that may be broader than the specific
indemnification provisions contained in the BVI Business Companies Act (As Revised) or our memorandum and articles of association. These
indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that
may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by
the directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements
are necessary to attract and retain qualified individuals to serve as directors and executive officers.
At
present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers,
employees or other agents or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that
may result in claims for indemnification.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission (the “Commission”)
such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.
Item
7. Exemption From Registration Claimed.
Not
applicable.
Item
8. Exhibits.
| Exhibit
Number |
|
Description |
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|
|
| 4.1 |
|
Amended and Restated Memorandum and Articles of Association of VS MEDIA Holdings Limited. (Incorporated by reference to Exhibit 3.2 to VS Media Holdings Limited’s Amendment No. 1 to Registration Statement on Form F-1 (File No. 333-273914) filed with the Commission on August 21, 2023). |
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|
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| 4.2 |
|
Specimen Class A Ordinary Share Certificate. (Incorporated by reference to exhibit 4.1 to VS Media Holdings Limited’s Amendment No. 1 to Registration Statement on Form F-1 (File No. 333-273914) filed with the Commission on August 21, 2023). |
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| 5.1* |
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Opinion of Maples and Calder (Hong Kong) LLP. |
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| 23.1* |
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Consent of Assentsure PAC |
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| 23.2* |
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Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1). |
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| 24.1* |
|
Power of Attorney (included on the signature page to this Registration Statement). |
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| 99.1 |
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Amended and Restated VS Media Holdings Limited 2023 Equity Incentive Plan. (Incorporated by reference to exhibit 99.1 to the Form 6-K (File No. 001-41817) furnished to the Commission on November 26, 2025). |
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|
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| 107* |
|
Filing Fee Table |
Item
9. Undertakings.
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(a) |
The
undersigned Registrant hereby undertakes: |
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(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
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(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act; |
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(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
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(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement; |
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2) |
That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
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(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
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(b) |
The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(h) |
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hong Kong, People’s Republic of China on December 11, 2025.
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VS
MEDIA HOLDINGS LIMITED |
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|
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By: |
/s/
Nga Fan Wong |
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Name: |
Nga
Fan Wong |
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Title: |
Chief
Executive Officer, Chairman |
SIGNATURES
AND POWERS OF ATTORNEY
Each
of the undersigned officers and directors of the Registrant hereby severally constitutes and appoints Nga Fan Wong, acting alone, as
his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his
or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any subsequent registration statement filed pursuant to Rule 462 under the Securities Act, and to file
the same, with all exhibits thereto and other documents in connection therewith, with the Commission and any applicable securities exchange
or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them
individually, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
| Name |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Nga Fan Wong |
|
Chief
Executive Officer, Chairman |
|
December
11, 2025 |
| Nga
Fan Wong |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Yuet Wang Mok |
|
Chief
Financial Officer |
|
December
11, 2025 |
| Yuet
Wang Mok |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
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|
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|
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| /s/
Ho Ling Honnus Cheung |
|
Director |
|
December
11, 2025 |
| Ho
Ling Honnus Cheung |
|
|
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|
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|
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| /s/
Liqian Liao |
|
Director |
|
December
11, 2025 |
| Liqian
Liao |
|
|
|
|
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|
|
|
|
| /s/
Rose Ellen Steinberg |
|
Director |
|
December
11, 2025 |
| Rose
Ellen Steinberg |
|
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|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed
this registration statement thereto in New York, NY on December 11, 2025.
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Cogency
Global Inc |
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|
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By: |
/s/
Colleen A. De Vries |
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Name: |
Colleen
A. De Vries |
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Title: |
Senior
Vice President |
