Form SCHEDULE 13G/A VS MEDIA Holdings Ltd Filed by: Warner Bros. Discovery, Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
VS MEDIA HOLDINGS LIMITED (Name of Issuer) |
Class A Ordinary Shares, no par value (Title of Class of Securities) |
(CUSIP Number) |
09/25/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Warner Bros. Discovery, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,720.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Row 11: Based on 2,750,784 shares of VS MEDIA Holdings Limited's (the "Issuer") Class A Ordinary Shares outstanding as of August 21, 2026, as reported in the Issuer's Amendment No. 2 to Form F-3 filed with the Securities and Exchange Commission (the "SEC") on August 21, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Discovery Networks Asia-Pacific Pte. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,720.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 11: Based on 2,750,784 shares of the Issuer's Class A Ordinary Shares outstanding as of August 21, 2026, as reported in the Issuer's Amendment No. 2 to Form F-3 filed with the SEC on August 21, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
VS MEDIA HOLDINGS LIMITED | |
| (b) | Address of issuer's principal executive offices:
3 International Business Park #03-29, Nordic European Centre, Singapore 609927 | |
| Item 2. | ||
| (a) | Name of person filing:
Warner Bros. Discovery, Inc. ("WBD"); Discovery Networks Asia-Pacific Pte. Ltd. ("Discovery Networks") | |
| (b) | Address or principal business office or, if none, residence:
Warner Bros. Discovery, Inc. - 230 Park Avenue South, New York, New York 10003; Discovery Networks Asia-Pacific Pte. Ltd. - 21 Media Circle, #08-01 Infinite Studios, Singapore 138562 | |
| (c) | Citizenship:
Warner Bros. Discovery, Inc. - Delaware; Discovery Networks Asia-Pacific Pte. Ltd. - Singapore | |
| (d) | Title of class of securities:
Class A Ordinary Shares, no par value | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the responses to Item 9 on the attached cover pages. Discovery Networks is the direct holder of 11,720 Class A Ordinary Shares. Because Discovery Networks is an indirect wholly-owned subsidiary of WBD, WBD may be deemed to beneficially own the 11,720 Class A Ordinary Shares held directly by Discovery Networks and share voting and investment power over such shares. | |
| (b) | Percent of class:
See the responses to Item 11 on the attached cover pages. The percentages reported in Item 11 of the attached cover pages are based upon 2,750,784 shares of the Issuer's Class A Ordinary Shares outstanding as of August 21, 2026, as reported in the Issuer's Amendment No. 2 to Form F-3 filed with the SEC on August 21, 2026. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the responses to Item 7 on the attached cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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