Amazing Grace Ltd Files SC 13D for VS MEDIA Holdings

TL;DR

**VS MEDIA HOLDINGS:** Amazing Grace Ltd just filed a 13D. Big ownership change incoming.

AI Summary

On October 4, 2023, Amazing Grace Ltd filed an SC 13D, reporting beneficial ownership of VS MEDIA Holdings Ltd. The filing indicates a change in ownership or control, requiring disclosure of holdings and intentions. The specific number of shares and dollar amounts are not detailed in this excerpt.

Why It Matters

This filing signals a significant change in the ownership structure of VS MEDIA Holdings Ltd, potentially impacting its stock price and strategic direction.

Risk Assessment

Risk Level: medium — SC 13D filings often indicate activist investor activity or significant stake-building, which can lead to volatility.

Key Players & Entities

• Amazing Grace Ltd (company) — Filing entity
• VS MEDIA Holdings Ltd (company) — Subject company
• NGA FAN WONG (person) — Group member

FAQ

Filing Documents

• formsc13d.htm (SC 13D) — 83KB
• ex99-1.htm (EX-99.1) — 7KB
• 0001493152-24-039486.txt ( ) — 92KB

From the Filing

SC 13D 1 formsc13d.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 VS MEDIA HOLDINGS LIMITED (Name of Issuer) Class A Ordinary Shares Class B Ordinary Shares (Title of Class of Securities) Class A Ordinary Shares: G9517U202 (CUSIP Number) 6/F, KOHO, 75 Hung To Road, Kwun Tong, Hong Kong +852 2865 9992 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 4, 2023 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. G9517U202 1. Names of Reporting Persons. Amazing Grace Limited 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization British Virgin Islands Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 966,370 (1) 8. Shared Voting Power - 9. Sole Dispositive Power 966,370 (1) 10. Shared Dispositive Power - 11. Aggregate Amount Beneficially Owned by Each Reporting Person 966,370 (1) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 26.63% (2) (assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares) 14. Type of Reporting Person (See Instructions) CO (1) Represents (i) 680,655 Class A Ordinary Shares held by Amazing Grace Limited and (ii) 285,715 Class B Ordinary Shares held by Amazing Grace Limited. Amazing Grace Limited, a British Virgin Islands business company wholly owned by Ms. Nga Fan WONG, our CEO and Chairlady of the Board of Directors of the Company. Class B Ordinary Shares are convertible at any time by the holder thereof into Class A Ordinary Shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to eighteen votes per share on all matters submitted to them for vote. (2) Calculated based on 3,627,978 ordinary shares issued and outstanding as of as of September 23, 2024, being the sum of (i) 3,342,263 Class A Ordinary Shares and (ii) 285,715 Class B Ordinary Shares, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis. 2 CUSIP No. G9517U202 1. Names of Reporting Persons. Nga Fan WONG 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) PF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Hong Kong Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 966,370 (1) 8. Shared Voting Power - 9. Sole Dispositive Power 966,370 (1) 10. Shared Dispositive Power - 11. Aggregate Amount Beneficially Owned by Each Reporting Person 966,370 (1) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 26.63% (2) (assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares) 14. Type of Reporting Person (See Instructions) IN CO (1) Represents (i) 680,655 Class A Ordinary Shares held by Amazing Grace Limited and (ii) 285,715 Class B Ordinary Shares indirectly held by Nga Fan WONG through Amazing Grace Limited, as of the date hereof. Amazing Grace Limit

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View this SC 13D filing on SEC EDGAR