Group 1 - VS Media Holdings Limited has amended the effective date for its reverse stock split to June 18, 2024, due to an unexpected delay in obtaining regulatory clearances [1] - The company initially planned for the reverse split to take effect after the close of business on June 17, 2024, with trading on a split-adjusted basis starting on June 17, 2024 [1] Group 2 - VS Media Holdings Limited manages a network of over 1,500 digital creators and collaborates with more than 1,000 brands across the Asia Pacific region [2] - The company was founded in 2013 and is expanding its operations internationally, including markets such as Hong Kong, China, Taiwan, and Singapore [2]

Company Overview - VS Media Holdings Limited (NASDAQ: VSME) is a leader in managing a global network of digital creators, focusing on content-driven social commerce and effective marketing services for brands [2] - The company was founded in 2013 and has partnered with over 1,500 creators and more than 1,000 brands, expanding its operations internationally across regions such as Hong Kong, China, Taiwan, and Singapore [2] Recent Developments - The company announced a change in the effective date for its reverse stock split, now set for June 18, 2024, due to an unexpected delay in obtaining necessary regulatory clearances [1] - Initially, the reverse stock split was planned to take effect after the close of business on June 17, 2024, with trading on a split-adjusted basis expected to begin on the same day [1]

Core Points - VS Media Holdings Limited plans to implement a 1-for-7 share combination of its Class A and Class B ordinary shares, effective June 17, 2024 [1][2] - The objective of the share combination is to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market [2] - The share combination was approved by the Company's board of directors on June 5, 2024, and by its shareholders on June 10, 2024 [3] Company Overview - VS Media Holdings Limited manages a network of leading digital creators across the Asia Pacific region, focusing on content-driven social commerce and effective marketing services for brands [4] - The Company was founded in 2013 and partners with over 1,500 creators and more than 1,000 brands to promote and merchandise products and services [4] - VS Media is currently expanding its operations internationally, including markets in Hong Kong, China, Taiwan, and Singapore [4]

Core Insights - VS Media Holdings Limited (VSME) reported a strong financial performance with nearly $8 million in revenue for fiscal year 2023 and anticipates a 20% revenue growth year-over-year for fiscal year 2024 [2][3] - The company has initiated a share repurchase program to buy back up to 500,000 Class A Ordinary Shares, reflecting confidence in its long-term business fundamentals [3] - Recent strategic investments and partnerships, including a collaboration with MeeshQ and The Pinkfong Company, aim to expand VSME's market presence and enhance revenue opportunities [3][4] Financial Performance - VSME achieved a 12.7% increase in campaign-based marketing, showcasing growth in its creator and brand base [2] - The company expects business activities to recover, driven by cross-regional brand partnerships and the resumption of social commerce [2] Strategic Developments - In February 2024, VSME made a strategic investment in MeeshQ, connecting global talents with local brands in Asia Pacific, and plans to launch ventures featuring high-profile talents [3] - VSME partnered with The Pinkfong Company and King Parrot Group to launch a family-oriented event in Hong Kong, demonstrating its ability to collaborate with top-tier content creators [4] - The company expanded into Macau, signing marketing services deals with major local entities to enhance brand awareness and engagement [5] Company Overview - Founded in 2013, VSME manages a network of over 1,500 digital creators and 1,000 brands across Asia Pacific, focusing on content-driven social commerce and effective marketing services [7]

Core Insights - VS Media Holdings Limited (VSME) reported a strong financial performance with nearly $8 million in revenue for fiscal year 2023 and anticipates a 20% revenue growth for fiscal year 2024 [2][3] - The company is actively expanding its market presence through strategic partnerships and investments, including a collaboration with MeeshQ and a new venture in Macau [3][5] Financial Performance - VSME achieved a 12.7% increase in campaign-based marketing [2] - The company expects a revenue growth of 20% year-over-year for fiscal year 2024 [2] Strategic Initiatives - The Board of Directors approved a share repurchase program allowing the purchase of up to 500,000 Class A Ordinary Shares [3] - VSME entered a strategic investment in MeeshQ, connecting global talents with local brands in Asia Pacific [3] - A partnership with The Pinkfong Company and King Parrot Group led to the launch of a family-oriented event in Hong Kong [4] Market Expansion - VSME expanded into Macau, enhancing its presence in the Asian market and signing marketing service deals with major local entities [5] - The company is leveraging its experience in digital marketing and influencer engagement to support Macau businesses [5] Future Outlook - VSME is confident in its long-term business fundamentals and looks forward to continued growth and success in 2024 and beyond [6]

Core Insights - VS Media Holdings Limited reported a full year revenue of $7.99 million for fiscal year 2023, a decrease from $9.03 million in the previous year [3][4] - The company experienced a 12.7% year-over-year growth in campaign-based marketing services revenue, reaching $4.40 million, with a significant 105.7% growth in Hong Kong SAR [3][4] - For fiscal year 2024, the company expects a revenue increase of 20%, driven by cross-regional brand partnerships, AI-enabled digital content, and a recovery in social commerce [5][2] Financial Performance - The gross profit for 2023 was $1.64 million, down from $2.28 million in 2022, resulting in a gross margin of 20.5% [3][4] - The net loss for the year was $6.59 million, compared to a net loss of $3.52 million in the prior year, primarily due to one-time expenses related to listing [3][4] - Operating cash flow improved to $7.24 million from $2.05 million in the previous year [3] Strategic Initiatives - The company announced a share repurchase program, authorizing the purchase of up to 500,000 Class A Ordinary Shares, effective for one year [6][7] - Recent strategic investments include a partnership with MeeshQ, a creative venture studio, aimed at connecting talents with local brands in Asia Pacific [9] - VS Media also launched a VS Lounge in collaboration with The Pinkfong Company and King Parrot Group, showcasing its ability to engage with top-tier content creators [10] Market Outlook - The company anticipates recovery in its business activities in 2024, particularly in social commerce, which was temporarily suspended in 2023 [5][2] - The management is optimistic about the impact of strategic partnerships and new market entries on revenue growth [2][5] - The expansion into Macau is expected to enhance the company's presence in the Asian market, leveraging its expertise in digital marketing [11]

Industry Competition and Market Dynamics - The advertising industry in HK SAR and Taiwan is highly competitive, with increased competition expected to lead to price reductions and smaller profit margins[54]. - The company faces significant competition in the Social Commerce market from major online sales platforms in HK SAR and Taiwan, which may adversely affect its business and financial position[102]. - Future growth depends on the company's ability to attract and retain Creators, with a focus on enhancing Social Commerce services to meet consumer demands[103]. - The Social Commerce industry is sensitive to market trends, and a decline in consumer spending could adversely impact revenue and growth[129]. - The outbreak of COVID-19 previously stimulated demand for online purchasing, benefiting the Marketing Services and Social Commerce industries, but future demand may decline as pandemic measures are relaxed[139]. Revenue Generation and Financial Performance - Revenue is primarily derived from Brand clients' advertising spend, which is influenced by macro-economic factors and industry trends[56]. - The Marketing Services business model is project-based, leading to non-recurring revenue and fluctuations based on the number of secured advertising projects[73]. - Revenue from Marketing Services is subject to seasonal fluctuations, with higher revenue typically recorded in the fourth quarter[97]. - The ability to secure engagements from well-established Brands is critical for revenue generation and market share expansion[74]. - The company cannot guarantee sustained revenue growth achieved in 2022 and 2023, and profit margins may continue to decrease[108]. Operational Risks and Challenges - The company faces risks from Brand clients increasing in-house advertising capabilities, which could reduce demand for its Marketing Services[60]. - Viewer traffic to Creators' social media channels is essential for the success of Marketing Services; any decline could adversely affect revenue[71]. - The company must adapt to rapidly changing technologies and marketing preferences to retain Brand clients and remain competitive[68]. - The company may experience operational disruptions due to failures in information and technological systems, impacting service delivery[92]. - Data privacy breaches could lead to reputational damage and adversely affect business operations[120]. Financial Condition and Capital Requirements - As of December 31, 2023, the company had a working capital of $4,310,054 and an accumulated deficit of $21,208,152[94]. - The net cash used in operating activities for the year ended December 31, 2023, was $7,246,896[94]. - The projected funding required for the next 12 months' operations is approximately $2,000,000[95]. - The company faces significant credit risk in collecting accounts receivables from Brand clients, which could adversely affect its liquidity[78]. - The company grants credit terms of 30 days to Creator clients, which may lead to liquidity gaps if payment receipts do not align with supplier payment schedules[130]. Legal and Regulatory Environment - The company operates in a regulated industry in HK SAR, facing ongoing compliance costs with laws and regulations, which may adversely impact business prospects and financial condition[149]. - The legal system in HK SAR is evolving, creating uncertainties that could limit legal protections and affect business operations[150]. - The PRC legal system is rapidly evolving, with uncertainties in the interpretation and enforcement of laws that could materially affect business operations[152]. - The company is subject to various cybersecurity and data protection laws in the PRC, with evolving requirements that may impose substantial compliance costs[154]. - Recent government measures in China may increase scrutiny on U.S.-listed Chinese companies, potentially impacting operations and securities value[171]. Corporate Governance and Shareholder Matters - The dual-class voting structure allows Amazing Grace Limited to control 74.4% of the voting power, potentially disadvantaging other shareholders[206]. - Significant shareholders may have conflicts of interest that could adversely affect the company's business and financial condition[210]. - The company may need to raise additional funds for expansion, which could dilute existing shareholders' ownership if new equity is issued[217]. - The management team lacks experience in managing a U.S.-listed company, which may adversely affect business operations and financial results[231]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of reduced reporting requirements[236]. Market and Economic Influences - Macroeconomic factors such as GDP growth, inflation, and consumer spending patterns significantly influence the company's business performance[145]. - The costs of doing business in HK SAR are higher than in surrounding regions, necessitating careful expenditure control to maintain financial performance[147]. - The company is exposed to risks related to potential changes in the currency peg system between HKD and USD, which could affect cash flows and financial condition[148]. - The geopolitical stability of Taiwan is critical for the company's operations, as rising tensions could materially affect business prospects and financial condition[198]. Risks Related to Compliance and Delisting - The company faces potential delisting risks if it and its auditor fail to meet PCAOB inspection requirements, which could incur significant expenses and management time[192]. - Nasdaq may apply additional and more stringent criteria for continued listing, which could delay or deny the listing application for the company's Class A Ordinary Shares[194]. - The scrutiny and negative publicity surrounding U.S. listed Chinese companies have led to a sharp decrease in stock value, with some companies becoming virtually worthless[193]. - The SEC has proposed additional rules that could impact companies if their auditors are not subject to PCAOB inspection, potentially leading to earlier delisting[182]. - The PCAOB's ability to conduct inspections in mainland China and Hong Kong remains uncertain and depends on various external factors[191].