VCI Global: securities offering

Cover page 109 changes

Exchange Commission on August 18, 2023

ea187324-f1_vciglobal.htm

REGISTRATION STATEMENT

As confidentially filed with the Securities and Exchange Commission

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Carmel, Milazzo & Feil LLP

Telephone: (212) 658-0458

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas

4th 31st Floor, New York, NY 10018 10036

Telephone: (212) 930-9700

(Name, address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) agent for service)

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Brian Margolis, Esq.

Carmel Milazzo & Feil LLP

55 West 39th Street, 4th Floor

1185 6th Avenue, 37 th Floor

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas

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Large accelerated filer

Non-accelerated filer

Smaller reporting company

amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" as defined in Rule 12b-2 405 of the Exchange Securities Act of 1933.

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The term "new or revised financial accounting standard"

that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

of the Securities Act. ☐

The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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The information in this prospectus is

information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION DATED [●],

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Each Unit Consisting of

One Ordinary Share and

One Warrant to Purchase One Ordinary Share

This prospectus relates to the offering of [●]

units (the "Units") of VCI Global Limited, a British Virgin Islands business company, at an assumed offering price of $[●] per Unit representing the closing price of our Ordinary Share on [●], 2023. Each Unit consists of one ordinary share, no par value, which we refer to as the "Ordinary Shares" and one warrant (the "Warrant") to purchase one Ordinary Share at an exercise price of $[●] per share (with an exercise price of [●]% of the price of each Unit sold in this offering). The Units have no stand-alone rights and will not be certified or issued as stand-alone securities. The Ordinary Shares and Warrants are immediately separable and will be issued separately in this offering. Each Warrant offered hereby is immediately exercisable on the date of issuance and will expire five years from the date of issuance.

The assumed offering price used throughout this

Up to [●] Ordinary Shares

Pre-Funded Warrants to Purchase Up to [●]

Warrants to Purchase Up to [●] Ordinary

Placement Agent Warrants to Purchase Up to [●]

Ordinary Shares Underlying the Warrants and

Ordinary Shares Underlying the Placement Agent

We are offering on a "reasonable best-efforts"

basis up to [●] ordinary shares ("Ordinary Shares"), no par value, of VCI Global Limited, a British Virgin Islands business company and warrants ("Warrants") to purchase up to [●] Ordinary Shares, at an assumed combined public offering price of $[●] per Ordinary Share and accompanying Warrant, which represents the closing price of our Ordinary Shares on [●], 2023.

Each Ordinary Share and accompanying Warrant is immediately separable and will be issued separately in this offering but must be purchased together in this offering. Each Warrant offered hereby will have an exercise price of $[●], will be immediately exercisable on the date of issuance and will expire [●] years from the date of issuance.

We are also offering to certain purchasers whose

purchase of Ordinary Shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than [●]% (or, at the election of the purchaser, [●]%) of our outstanding Ordinary Shares immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, pre-funded warrants (the "Pre-Funded Warrants", each a "Pre-Funded Warrant") in lieu of Ordinary Shares that would otherwise result in such purchaser's beneficial ownership exceeding [●]% (or, at the election of the purchaser, [●]%) of our outstanding

Ordinary Shares. The purchase price of each Pre-Funded Warrant is $[●] (which is equal to the assumed combined public offering price per Ordinary Share and accompanying Warrant to be sold in this offering minus $0.001, the exercise price per Ordinary Share of each Pre-Funded

Warrant). The Pre-Funded Warrants are immediately exercisable (subject to the beneficial ownership limitations) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell (without regard to any limitation on exercise set forth therein), the number of Ordinary Shares we are offering will be decreased on a one-for-one basis. The Pre-Funded

Warrants and accompanying Warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering. This offering also relates to the Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants and the Warrants.

See "Description of Securities" for more information.

We refer to the Ordinary Shares, Pre-Funded Warrants,

if any, and the Warrants collectively, as the Securities.

The assumed combined offering price per (i) Ordinary

Share and accompanying Warrant of $[●], and (ii) Pre-Funded Warrant and accompanying Warrant of $[●], used throughout this prospectus has been included for illustration purposes only, and may not be indicative of the final offering price. The actual combined public offering price may differ materially from the assumed price used in the prospectus and will be determined by negotiations between us and the representative Placement Agent (as defined below) and the investors in the offering based on market conditions at the time of pricing, and may be at a discount to the underwriters current market price of our Ordinary Shares, and may not be indicative of prices that will prevail in the trading market.

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Market under the symbol "VCIG". On [●], October 30, 2023, the last reported sales price of the Ordinary Shares on the Nasdaq Capital

Market was $[●]. $3.13. There is no established trading market for the Pre-Funded Warrants or the Warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Pre-Funded Warrants or the Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the Pre-Funded Warrants and the Warrants will be limited.

There is no minimum number of Securities or minimum

aggregate amount of proceeds for this offering to close. Neither we nor the placement agent ("[●]" or the "Placement

Agent") have made any arrangements to place investor funds in an escrow account or trust account since the Placement Agent will not receive investor funds in connection with the sale of the Securities offered hereunder. Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to be received in escrow, trust or similar arrangement. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. In addition, because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering.

Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See the section entitled "Risk Factors" for more information. We will bear all costs associated with the offering.

This offering will terminate on [●], unless

we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The combined public offering price per Ordinary Share (or Pre-Funded Warrant) and accompanying

Warrant will be fixed for the duration of this offering.

We have engaged the Placement Agent as our exclusive

placement agent to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement

Agent is not purchasing or selling any of the Securities we are offering and is not required to arrange for the purchase or sale of any specific number or dollar amount of the Securities. Because there is no minimum offering amount required as a condition to closing in this offering, the actual offering amount, Placement Agent's fee and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts described throughout this prospectus. We have agreed to pay the Placement

Agent the Placement Agent fees set forth in the table below, which assumes that we sell all of the Securities offered by this prospectus and to provide certain other compensation to the Placement Agent. See "Plan of Distribution" for more information regarding these arrangements.

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degree of risk, including the risk of losing your entire investment. See "Risk Factors" beginning on page 13 10 to read about factors you should consider before buying our securities.

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as defined under the federal securities laws and may elect to comply with reduced public company reporting requirements. Please read "Implications of Our Being an Emerging Growth Company" beginning on page 4 5 of this prospectus for more information.

We are a "foreign private issuer"

as defined under the federal securities laws and, as such, are subject to reduced public company reporting requirements. Please read "Foreign

Private Issuer Status" beginning on page 6 of this prospectus for more information.

Share and Accompanying

Accompanying Warrant

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Underwriter's discounts and commissions (2)

Proceeds to our company before expenses (3)

(1) Represents a cash fee equal to [*]% of the aggregate public offering price. We have also agreed to reimburse the representative of the underwriters for certain expenses. See "Underwriting"

for additional information regarding total underwriter compensation.

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and 29 more changes in the filing

Prospectus summary 130 changes

The following summary is qualified in its entirety

by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus.

In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our securities, discussed under "Risk Factors" before deciding whether to buy our securities.

We are a holding company incorporated in the British

Virgin Islands on April 29, 2020. We operate and control solely through our subsidiary companies. Our corporate structure is set forth as below:

Unless otherwise indicated in the chart, the subsidiaries

are 100% owned companies.

The Company does not believe that the securities

it holds in any of its direct or indirect subsidiaries are "investment securities" as defined in Section 3(a)(2) of the Investment Company Act of 1940.

Wholly-owned Subsidiaries

Accuventures Sdn Bhd, a Malaysia private company

formed on June 22, 2015, provides the business of computer, information technology, financial technology and communication services.

Generative AI Sdn Bhd, a Malaysia private company

formed on July 21, 2023, provides the business related to artificial intelligence, image processing, communications, networking and process control software.

V Capital Kronos Berhad, a Malaysia public company

formed on September 1, 2020, is a holding company that manages all our businesses based in Malaysia.

V Capital Venture Sdn. Bhd., a Malaysia private

company formed on August 19, 2014, provides corporate and business advisory services in corporate finance, corporate structuring and restructuring, listings on recognized stock exchanges and fintech advisory.

V Capital Advisory Sdn. Bhd., a Malaysia private

company formed on February 12, 2018, provides corporate and business advisory in relation to corporate listing exercises, corporate restructuring, merger and acquisition and corporate finance. It is also involved in managing international commodities trading.

V Capital Quantum Sdn. Bhd., a Malaysia private

company formed on January 18, 2018, provides information technology development and business consultancy services.

Imej Jiwa Communications Sdn. Bhd., a Malaysia

private company formed on October 29, 2012, is an investor & public relations consultancy firm. The company provides its clients with personalized, value-added services which cover investor relations & communications, public relations, event management, advertising and outdoor media.

V Capital Robotics Sdn. Bhd., a Malaysia private

company formed on October 12, 2021, to buy, sell, import, export, distribute, market, package, and deal in robotic process automation software and hardware to individuals and business organizations.

V Galactech Sdn. Bhd., a Malaysia private company

formed on January 12, 2022, provides technology development consultation services.

V Capital Real Estate Sdn. Bhd., a Malaysia private

company formed on July 5, 2021, is formed to hold real estate investments in Malaysia or elsewhere and to provide property management for sale and rent.

VCIG Limited, a British Virgin Islands business

company incorporated on April 29, 2020, provides international commodities trading consultations.

V Capital Consulting Limited, a British Virgin

Islands business company incorporated on March 1, 2016, provides corporate and business advisory services in corporate finance, corporate structuring and restructuring, listings on recognized stock exchanges and fintech advisory.

VC Acquisition Limited, a British Virgin Islands

business company incorporated on January 4, 2022 to carry on the business as a holding company and is currently not operational.

VC Acquisition II Limited, a British Virgin Islands

business company incorporated on January 4, 2022 to carry on the business as a holding company and is currently not operational.

VCI Energy Sdn Bhd (F.K.A TGI V Sdn. Bhd.), a

Malaysia private company formed on November 12, 2021 was formed to carry on the business of a management consultancy.

Majority-owned Subsidiaries

AB Management and Consultancy Services Sdn Bhd,

a Malaysia private company formed on May 4, 2020 and an 80% owned indirect subsidiary of the Company is a holding company. Its minority shareholder is Envision Capital Sdn Bhd (20%).

Elmu Education Group Sdn. Bhd., a Malaysia private

company formed on December 3, 2020 and a 56% owned indirect subsidiary of the Company, conducts education related businesses and wholesale of a variety of goods without any particular specialization. Elmu Education is 70% owned by our 80% indirect subsidiary, AB Management and Consultancy Sdn Bhd, whose minority shareholders are listed above. The remaining 30% minority shareholder is Noraini Binti Aripin, a citizen of Malaysia. In 2021, ELMU collaborated with Malaysia Anti-Corruption Academy (MACA) to conduct courses on legal framework, corporate liability, corruption risk management and organizational anti-corruption plan targeted for SMEs and listed companies in Malaysia.

Credilab Sdn. Bhd., a Malaysia private company

formed on August 26, 2020 an 80% owned indirect subsidiary of the Company, is operating a licensed money lending business in Malaysia with the approval granted by the Ministry of Housing and Local Governments. Credilab is 100% owned by our 80% owned indirect subsidiary, Accuventures Sdn Bhd, whose minority shareholders are stated above.

Elmu V Sdn. Bhd., a Malaysia private company formed

on May 18, 2021 and a 69.2% owned indirect subsidiary of the Company, focuses in establishing, operating and managing training centers, coaching classes, learning centers or agencies and to provide all facilities so required, including conducting classes, seminars, demonstrations, education and training programs, advisory services to promote soft skills, studies, research, lectures, seminars and to appoint consultants, associates and other specialists or agents. Elmu V is 70% owned by our 56% owned indirect subsidiary, Elmu Education Group Sdn. Bhd, whose minority shareholders are stated above and 30% owned by are wholly owned indirect subsidiary V Capital Quantum Sdn. Bhd.

Elmu Higher Education Sdn Bhd, a Malaysia private

company formed on May 24, 2021, provides management consultancy activities, education related services, research and development of other social sciences and humanities. Moving forward to in 2022, the company has been approved by the Ministry of Higher Education to establish a private higher education institution in Malaysia.

Minority Investments

In order to enhance our consulting relationships

with certain clients, we may make minority investments in such clients. We believe these investments enable us to gain greater trust and loyalty from clients because through investment we not only provide consulting advice but financial support which further helps these clients meet their goals. Also, if we invest in a client we obtain greater insight into its operations and the industry it works in, which enhances our abilities in our consultancy and technology businesses. We currently have one minority investment in Zero Carbon Farms (5%), who is an agricultural technology company that builds and operates controlled environment farms. Additionally, we subscribed to 500 shares of common stock, par value $.0001 per share of GlobexUS Holdings Corp., a Delaware corporation.

The Company has formed a number of companies that

are currently dormant and have not conducted any operations, which include: VCI Energy Sdn Bhd (F.K.A TGI V Sdn Bhd); V Capital Real Estate Sdn Bhd; V Capital Robotics Sdn Bhd; V Galactech Sdn Bhd; Elmu Higher Education Sdn Bhd; VC Acquisition Ltd; VC Acquisition II Ltd; and VCIG Limited.

We will not make any investment that would result in us being an

"investment company" as defined under the Investment Company Act of 1940.

We believe sustainability,

inclusion, and well-informed business strategies are pivotal to the growth and success of a business. It is therefore our mission to maximize our clients' full potential to succeed by providing them quality and independent advice regardless of their business size.

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including in particular the section entitled "Risk Factors," in this prospectus, Item 4, "Information on the Company"; Item 5, "Operating and Financial Review and Prospects"; Item 6,"Directors, Senior Management and Employees"; Item 7, Major Shareholders and Related Party Transactions"; Item 8, "Financial Information" in our Annual Report on Form 20-F for the year ended December 31, 2022, the other sections of the documents incorporated by reference in this prospectus and the financial statements and the related notes incorporated by reference in this prospectus, before deciding to invest in our securities.

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● Advise clients on multitrack

● Evaluate and assess clients'

● Assemble external professionals

● Assist in fine-tuning business

and peer industry analysis;

presentations materials for clients;

● Design marketing strategy and

● Assist with cross-border listing

Advise clients on multitrack approaches to capital raising strategies;

Evaluate and assess clients' businesses and perform IPO readiness diagnostic, including health checks on the company's management, financial and legal structure;

Assemble external professionals for the IPO process and assist in building a quality management team, robust financial and corporate governance;

Assist in fine-tuning business plans, articulate compelling equity stories and advise on strategic options to maximize clients' business values;

● Manage due diligence investigations and peer industry analysis;

● Prepare pre-IPO investment presentations materials for clients;

● Liaise with investors for pre-IPO capital raising;

Design marketing strategy and promote the company's business;

Assist with cross-border listing in countries including but not limited to, Malaysia, China, Singapore, and the United States.

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Upcoming SaaS - Moving forward,

we plan to offer SaaS management software for our clients to provide automated management, critical insights and intuitive data security.

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and 50 more changes in the filing

The offering 43 changes

Assumed Offering Price Per Unit

Over-allotment option

We have granted a 45-day option to the representative

of the underwriters to purchase up to [●] additional Ordinary Shares at a price of $[●] per share and/or up to an additional [●] Warrants at a price of $[●] per Warrant less, in each case, the underwriting discounts payable by us, in any combination solely to cover over-allotments, if any. If the representative of the underwriters exercises the option for the Units in full, the total underwriting discounts and commissions payable by us will be $[●]and the total proceeds to us, before expenses, will be $[●].

This summary highlights information presented

in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our securities. You should carefully read this entire prospectus before investing in our securities including "Risk Factors," section in this prospectus starting on page 10 and under similar captions in the documents incorporated by reference into this prospectus and our consolidated financial statements contained in our Annual Report on Form 20-F for the year ended December 31, 2022 and incorporated by reference to this prospectus.

Securities offered by us

Up to [●] Ordinary Shares and accompanying

Warrants to purchase up to [●] Units, each Unit consisting Ordinary Shares at an assumed combined public offering price of one $[●] per Ordinary Share and one accompanying Warrant. to purchase one Ordinary Share. Each Warrant will have an exercise price of $[●] per share (with an exercise price of 100% ([●]% of the combined public offering price of one Unit), per Ordinary Share and accompanying Warrant), is exercisable immediately and will expire five [●] years from the date of issuance. The Units will not be certificated or issued in stand-alone form. The Each Ordinary Shares Share and the Warrants comprising the Units accompanying Warrant are immediately separable upon issuance and will be issued separately in this offering.

We are also offering to certain purchasers whose purchase of Ordinary

Shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of each purchaser, 9.99%) of our outstanding Ordinary Shares immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, Pre-Funded Warrants, in lieu of Ordinary Shares that would otherwise result in such purchaser's beneficial ownership exceeding 4.99% (or, at the election of each purchaser, 9.99%) of our outstanding Ordinary Shares. The purchase price of each Pre-Funded Warrant and accompanying Warrant is $[●] (equal to the price at which each Ordinary Share and accompanying Warrant is being sold to the public, minus $0.001, the exercise price per Ordinary Share of each Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable (subject to the beneficial ownership limitation) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell (without regard to any limitation on exercise set forth therein), the number of Ordinary Shares we are offering will be decreased on a one-for-one basis. Each Pre-Funded Warrant and accompanying Warrant are immediately separable upon issuance and will be issued separately in this offering but must be purchased together in this offering. We are also registering the Ordinary Shares issuable from time to time upon the exercise of the Pre-Funded Warrants offered hereby. See " Description of Securities " for more information.

Warrants to be offered by us

Warrants to purchase an

$[●] (representing the closing price of our Ordinary Share on [●], 2023) Warrants offered by us Warrants to purchase an aggregate of up to [●] Ordinary Shares, subject to adjustment as set forth therein. The exercise price of the Warrants is $[●] per share (equal to [●]% of the public offering price of one Unit). at which each Ordinary Share and accompanying Warrant is being sold to the public). Each Warrant is exercisable for one Ordinary Share, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our Ordinary Shares as described herein. Each Warrant will be exercisable immediately upon issuance and will expire five [●] years after the initial issuance date. The Warrants will not trade on the Nasdaq Capital Market or on any other trading platform. The Ordinary Shares and accompanying Warrants, and the Pre-Funded Warrants and accompanying Warrants, as the case may be, can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance. This prospectus also relates to the offering of Ordinary Shares issuable upon exercise of the Warrants and Pre-Funded Warrants. For more information regarding the Warrants, you should carefully read the section titled "Description of Securities -Warrants" Securities-Warrants" in this prospectus.

We and all of our executive

officers and directors will enter into lock-up agreements with the Placement Agent. Under these agreements, we and each of these persons may not, without the prior written approval of the Placement Agent, offer, sell, contract to sell or otherwise dispose of or hedge common stock or securities convertible into or exchangeable for common stock, subject to certain exceptions. The restrictions contained in these agreements will be in effect for a period of [●] days after the date of the closing of this offering. For more information, see "Plan of Distribution."

Best efforts offering

We have agreed to offer

and sell the Securities offered hereby directly to the purchasers. We have retained [●] to act as our exclusive placement agent to use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. The Placement Agent is not required to buy or sell any specific number or dollar amount of the Ordinary Shares offered hereby. See "Plan of Distribution" section beginning on page 49 for more information.

Assumed Combined Public Offering Price

Share and accompanying Warrant, which was the closing price of our Ordinary Shares on Nasdaq on [●], 2023 and $[●] per Pre-Funded Warrant and accompanying Warrant.

Ordinary Shares outstanding prior to this offering 1

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[●] Ordinary Shares (or [●] Ordinary Shares if the overallotment option is exercised in full). The foregoing assumes only Ordinary Shares are sold in this offering and no exercise of the underwriters' option to purchase additional securities.

Representative's Warrant

We estimate that the net proceeds to us from this

offering will be approximately $[●], or approximately $[●] million if the underwriters exercise their over-allotment option to purchase additional Ordinary Shares and Warrants in full, assuming an offering price of $[●] per Unit after deducting underwriting discounts and commissions before estimated offering expenses payable by us.

[●] Ordinary Shares (assuming no sale of any Pre-Funded Warrants).

Placement Agent's Warrants

The registration statement of which this prospectus is a part also registers warrants (the "Representative's "Placement Agent's Warrants") to purchase up to [●] Ordinary Shares (or [●] (equal to [●]% of the aggregate number of Ordinary Shares if the overallotment option is exercised (assuming no sale of any Pre-Funded Warrants), placed in full) this offering) to be issued to the underwriters, Placement Agent or its designees, as a portion of the underwriting placement agent compensation payable in connection with this offering, as well as the Ordinary Shares issuable upon the exercise of the Representative's Placement Agent's Warrants. The Representative's Placement Agent's Warrants will be exercisable at any time, and from time to time, in whole or in part, during the [●] period commencing 180 [●] days following the effective date of the registration statement of which this prospectus is a part at an exercise price of $[●] ([●]% of the combined public offering price of the Units). Ordinary Shares and accompanying Warrants). Please see "Underwriting-Representative's "Plan of Distribution-Placement Agent Warrants" for a description of these warrants.

We plan to use the net proceeds we receive from this offering and any proceeds from the exercise of Warrants to (i) general working capital ([●]%); (ii) business and team expansion by recruiting more professional consultants across different industries ([●]%); and (iii) specific industry-focused acquisitions ([●]%).With respect to the Company's industry-focused acquisitions, the Company plans to (i) purchase at least a majority interest in businesses it targets and not the assets of such businesses (other than substantially all of the assets of such businesses) and (ii) purchase businesses that can support its consulting business, including but not limited businesses from the technology and software development industry, the investor relations/public relations industry, and the digital marketing and branding industry. We have not currently identified any targets for acquisition.

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Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol "VCIG". There is no established trading market for the Warrants or the Pre-Funded Warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Warrants or Pre-Funded Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the Warrants and Pre-Funded Warrants will be limited.

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Transfer Agent, Registrar and Warrant Agent

VStock Transfer LLC and [●]

Transfer Agent and Registrar

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● 250,000 warrant shares to be

● up to [●] Ordinary Shares

issuable upon the exercise of the Warrants included in the Units offered hereby; and Unless we specifically state otherwise, the information in this prospectus assumes no exercise by the underwriter of the overallotment option.

be outstanding after this offering is based on [●] Ordinary Shares outstanding as of October [●], 2023 and excludes:

exercised by 250,000 Ordinary Shares issuable upon the exercise of warrants issued to Exchange Listing, LLC, at an exercise price of $4.00 per Ordinary Share;

up to [●] Ordinary Shares issuable upon the exercise of the Warrants offered hereby; and up to [●] Ordinary Shares issuable upon the exercise of the Placement Agent's Warrants offered hereby.

Unless expressly indicated or the context requires

otherwise, all information in this prospectus assumes (i) no purchaser elects to purchase Pre-Funded Warrants, (ii) no exercise of the Warrants offered hereby, and (iii) no exercise of the Placement Agent's Warrants.

1 As of October [●], 2023

Risk factors 287 changes

If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and we may not be able to achieve our goals, the value of our securities could decline and you could lose some or all of your investment.

Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks occur, the trading price of our Ordinary Share could decline materially and you could lose all or part of your investment.

the future, our ability to raise additional capital to expand our operations and invest in our business may be limited, and our failure to raise additional capital, if required, could impair our business.

we currently anticipate that our available funds will be sufficient to meet our cash needs for at least the next 12 months, we may need or elect to seek additional financing at any time. Our ability to obtain financing will depend on, among other things, our development efforts, business plans, operating performance and condition of the capital markets at the time we seek financing.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any December 31 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Investing in our securities involves a high

in our securities involves a high degree of risk. Before deciding whether to purchase any of our securities, you should carefully consider the risks and uncertainties described below, in the section titled " Risk Factors " in our Annual Report on Form 20-F, and in other documents that we subsequently file with the SEC that update, supersede or supplement such information, which are incorporated by reference into this prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering. If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and we may not be able to achieve our goals, the value of our securities could decline and you could lose some or all of your investment. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks occur, the trading price of our Ordinary Shares could decline materially and you could lose all or part of your investment.

Risks Related to the Operation of our Business

Any future expenses incurred by our directors

and officers in connection with legal, administrative or investigative proceedings involving the Company could have a material adverse impact on our results of operations, financial condition and liquidity, particularly since we do not currently have director and officer insurance. Our lack of D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.

From time to time we may be subject to legal,

administrative or investigative proceedings. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date we have not obtained directors and officers liability ("D&O") insurance to cover such risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expenses including attorneys' fees) of officers and directors who are the subject of a legal, administrative or investigative proceeding as a result of their service to the Company. While we are evaluating whether or not to obtain such insurance, there can be no assurance that we will do so at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. While neither BVI law nor our amended and restated memorandum and articles of association require us to indemnify or advance expenses to our officers involved in such legal, administrative or investigative proceedings, we expect that we would do so to the extent permitted by BVI law. Additionally, our amended and restated memorandum and articles of association require us to indemnify our directors involved in such legal, administrative or investigative proceedings to the extent such director acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, such director had no reasonable cause to believe that their conduct was unlawful. Without D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal, administrative or investigative proceedings based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Further, our lack of D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.

We will require additional capital to fund

our business and support our growth, and our inability to generate and obtain such capital on acceptable terms, or at all, could harm our business, operating results, financial condition and prospects.

We intend to continue to make substantial investments

to fund our business and support our growth. In addition, we may require additional funds to respond to business challenges, including the need to develop new features or enhance our solutions, improve our operating infrastructure or acquire or develop complementary businesses and technologies. As a result, in addition to the revenues we generate from our business, we may need to engage in additional equity or debt financings to provide the funds required for these and other business endeavors. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Ordinary Shares. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain such additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely impacted. In addition, our inability to generate or obtain the financial resources needed may require us to delay, scale back, or eliminate some or all of our operations, which may have a significant adverse impact on our business, operating results and financial condition.

Because we are a foreign private issuer

and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.

Nasdaq Listing Rules require listed companies

to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our company may decrease as a result. In addition, Nasdaq Listing Rules also require foreign private issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. Nasdaq Listing Rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, certain Ordinary Share issuances.

We intend to comply with the requirements of Nasdaq Listing Rules in determining whether shareholder approval is required on such matters and to appoint a nominating and corporate governance committee. We may, however, consider following home country practice in lieu of the requirements under Nasdaq Listing Rules with respect to certain corporate governance standards which may afford less protection to investors.

Although as a foreign private issuer we

are exempt from certain corporate governance standards applicable to US issuers, if we cannot satisfy, or continue to satisfy, the listing requirements and other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We cannot assure you that our securities will

continue to be listed on the Nasdaq Capital Market.

In addition, in order to maintain our listing

on the Nasdaq Capital Market, we are required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum shareholders' equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

If the Nasdaq Capital Market subsequently delists

our securities from trading, we could face significant consequences, including:

limited availability for market quotations for our securities;

liquidity with respect to our securities;

determination that our Ordinary Share is a "penny stock," which will require brokers trading in our Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Share;

amount of news and analyst coverage; and

decreased ability to issue additional securities or obtain additional financing in the future.

If we fail to maintain proper and effective

internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.

After the closing of this offering, we will be

subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act and the rules and regulations of Nasdaq. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the U.S. We must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Form 20-F filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. This will require that we incur substantial additional professional fees and internal costs to expand our accounting and finance functions and that we expend significant management efforts.

During the evaluation and testing process of our

internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our Ordinary Shares could decline, and we could be subject to sanctions or investigations by Nasdaq, the Securities and Exchange Commission, the SEC or the Commission, or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

If we are unable to maintain effective disclosure

controls and procedures, our share price and investor confidence could be materially and adversely affected.

We are required to maintain disclosure controls

and procedures that are effective. Because of their inherent limitations, the Company's disclosure controls and procedures, however well designed and operated, can only provide reasonable, and not absolute, assurance that the controls and procedures will prevent or detect misstatements or omissions. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions. The failure of controls by design deficiencies or absence of adequate controls could result in a material adverse effect on our business and financial results, which could also negatively impact our stock price and investor confidence.

We will continue to incur significant increased

costs as a result of operating as a public company in the United States, and our management will be required to devote substantial time to new compliance initiatives.

As a public company in the United States, we will

continue to incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we will be subject to the reporting requirements of the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations subsequently implemented by the SEC and Nasdaq including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time consuming and costly.

The Exchange Act requires, among other things, that we file annual and reports of foreign private issuer with respect to our business and results of operations. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an "emerging growth company," as defined by the JOBS Act. We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs. As a result, management's attention may be diverted from other business concerns, which could adversely affect our business and results of operations.

Risks Related to our Intellectual Property

We may be subject to damages resulting from

claims that we or our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

Our employees may have been previously employed

at other companies in the industry, including our competitors or potential competitors. Although we are not aware of any claims currently pending against us, we may be subject to claims that these employees or we have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of the former employers of our employees. Litigation may be necessary to defend against these claims.

Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.

If we fail in defending such claims, in addition to paying money claims, we may lose valuable intellectual property rights or personnel.

A loss of key personnel or their work product could hamper or prevent our ability to commercialize product(s), which would materially adversely affect our commercial development efforts.

If we are not able to adequately prevent

disclosure of trade secrets and other proprietary information, the value of our services could be significantly diminished.

We rely on trade secret protection and confidentiality

agreements to protect our interests in our trade secrets, know-how, technology or other proprietary information and processes, all of which constitute confidential information. Trade secrets and know-how can be difficult to protect and we may not be able to protect our confidential information adequately. We have a policy of requiring our clients, contract personnel, advisers and third-party partners to enter into confidentiality agreements and our employees to enter into invention and non-disclosure agreements. However, no assurance can be given that we have entered into appropriate agreements with all of our clients, contract personnel, advisers, third-party partners or other parties that have had access to our confidential information. There is also no assurance that such agreements will provide for a meaningful protection of confidential information in the event of any unauthorized use or disclosure of information. Furthermore, we cannot provide assurance that any of our employees, clients, contract personnel or third-party partners, either accidentally or through willful or intentional misconduct, will not cause serious damage to our programs and/or strategy, by, for example, disclosing confidential information to our competitors. It is also possible that confidential information could be obtained by third parties as a result of breaches of our physical or electronic security systems, our consultants, advisers, third-party partners or other parties that have had access to our confidential information. Any disclosure of confidential information into the public domain or to third parties could allow our competitors to learn such confidential information and use it in competition against us. In addition, others may independently discover our confidential information. Any action to enforce our rights against any misappropriation or unauthorized access, use and/or disclosure of confidential information is likely to be time-consuming and expensive, and may ultimately be unsuccessful, or may result in a remedy that is not commercially valuable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. Any of the above events could materially adversely affect our business, prospects, financial condition and results of operation.

we are found to infringe or violate the intellectual property rights of third parties, we could be forced to pay damages and defend against litigation.

If our methods and, processes infringe the proprietary

rights of other parties, it could incur substantial costs and we may have to obtain licenses, which may not be available on commercially reasonable terms, if at all; pay damages; and/or defend litigation or administrative proceedings which may be costly whether we win or lose, and which could result in a substantial diversion of our financial and management resources.

Where claims are made by clients, resistance even

to unmeritorious claims could damage client relationships. There can be no assurance that licenses will be available on acceptable terms and conditions, if at all. Furthermore, because of the potential for high court awards that are not necessarily predictable, and the resources required to engage in a full defense of such allegations, it is not unusual to find even arguably unmeritorious claims settled for significant amounts. If any infringement or other intellectual property claim made against us by any third party is successful, or if we fail to develop non-infringing technology or license the proprietary rights on commercially reasonable terms and conditions, our business could be materially and adversely affected.

Risks Related to the Ownership of Our Securities

Related to this Offering and the Ownership of Our Securities trading price of our Ordinary Shares has been, and is likely to continue to be, volatile, which could result in substantial losses to our investors.

From the closing of our

the closing of our initial public offering on April 17, 2023 to the date of this prospectus, the trading price of our Ordinary Shares has ranged from $1.65 to $17.01 per Ordinary Share. The trading price of our Ordinary Shares is likely to continue to be volatile and could fluctuate widely due to factors beyond our control. Some of the factors that may cause the market price for our Ordinary Shares to fluctuate include:

Actual or anticipated fluctuations in our key operating metrics, financial condition and operating results;

Actual or anticipated changes in our growth rate;

Announcements by us or our competitors of significant services, contracts, acquisitions or strategic alliances;

Our announcement of actual results for a fiscal period that are lower than projected or expected or our announcement of revenue or earnings guidance that is lower than expected;

Changes in estimates of our financial results or recommendations by securities analysts;

Changes in market valuations of similar companies;

Changes in our capital structure, such as future issuances of securities or the incurrence of debt;

Regulatory developments in BVI, Malaysia, the United States or other countries;

Actual or threatened litigation involving us or our industry;

Additions or departures of key personnel;

1 unchanged paragraph

and 207 more changes in the filing

Dividend policy 9 changes

future determination relating to our dividend policy will be made at the discretion of our Board and will depend on then existing conditions.

On June 6, 2023, we declared a first single tier

June 6, 2023, The Company has declared a first single tier interim dividend of USD0.01 $0.01 per Ordinary Share. The dividend was paid out on July 31, 2023, to the shareholders whose names are on the record at the close of business on July 3, 2023. On July 31, 2023, we paid out dividends in the amount of $104,557.28 to our shareholders.

Dividend will be paid to shareholders on a regular

will be paid to shareholders on a regular basis at the end of each financial year, irrespective of any interim dividends, which may be declared intermittently. The Company's Our Board of Directors shall have the sole discretion on the annual amount of dividend to be paid to the shareholders.

Any future determination relating to our dividend

policy will be made at the discretion of our Board and will depend on then existing conditions. Under BVI law, the directors of the company can approve a distribution at any time and of such amount as they think fit, provided that the resolution of directors authorizing the distribution must include a Solvency Statement that, in the opinion of the directors, the company will, immediately after the distribution, satisfy the solvency test set out in the BVI Business Companies Act, 2004, being that:

the value of the company's assets exceeds its liabilities; and ii.

the company is able to pay its debts as they fall due.

Capitalization 27 changes

an actual basis at December 31, 2022; and

a pro forma basis to reflect the (i) the issuance of 380,000 ordinary shares in aggregate to certain of our executive officers and employees upon pursuant to their employment agreements;

a pro forma as adjusted basis upon consummation of this public offering, adjusted to reflect the pro forma adjustments above, plus (i) the sale of [●] units in this offering, at an assumed public offering price of $[●] per unit, after deducting the underwriter's discounts commissions and estimated offering expenses payable by us.

should read this capitalization table in conjunction with "Use of Proceeds," "Selected Consolidated Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the related notes appearing elsewhere in this prospectus, the Company's Registration on Form F-1, as amended, filed to the Commission and the Annual Report.

Twelve months ended December 31, 2022

The following tables sets forth our cash and cash equivalents and our total capitalization as of December 31, 2022, as follows:

equivalents and our total capitalization as of June 30, 2023, as follows:

on an actual basis as of June 30, 2023;

on a pro forma basis after giving effect to the issuance of (i) 380,000 Ordinary Shares in aggregate to certain of our executive officers and employees upon pursuant to their employment agreements; (ii) the issuance of 47,924 Ordinary Shares issued to Exchange Listing, LLC pursuant to the anti-dilution clause in their consulting agreement; (iii) the sale issuance of 1,280,000 ordinary shares in initial offering at $4.00 per ordinary share, after deducting the underwriter's discounts commissions and estimated offering expenses payable by us; (iv) 688,245 shares issued to Exchange Listing, LLC pursuant to their consulting agreement with the Company; (v) (iv) 229,453 Ordinary Shares issued to Exchange Listing, LLC pursuant to them exercising their the exercise of warrants (vi) at an exercise price of $4.00 per share; (v) 74,793 Ordinary Shares issued to Boustead Securities, LLC pursuant to them exercising their warrants; (vii) issuance of 600,000 shares to GlobexUS as consideration for 500 shares the exercise of common stock in GlobexUS; (viii) issuance warrants at an exercise price of $4.00 per share; (vi) 286,533 shares to ZCity as consideration for its services; and (ix) issuance of 14,327 (vii) 28,372 Ordinary Shares to Outside The Box Capital Inc. as the first tranche payment for its services; and on a pro forma as adjusted basis to further give effect to (i) the sale of [●] Ordinary Shares and accompanying Warrants to purchase [●] Ordinary Shares in this offering, at an assumed combined public offering price of $[●] per Ordinary Share and accompanying Warrant (assuming no sale of Pre-Funded Warrants in this offering), after deducting placement agent fees and estimated offering expenses payable by us.

You should read this capitalization table in conjunction

with "Use of Proceeds," "Selected Consolidated Financial and Operating Data," and the consolidated financial statements and the related notes appearing in our Annual Report on Form 20-F and in our Report of Foreign Private Issuer on Form 6-K, filed with the SEC on October 24, 2023.

Six months ended June 30, 2023

2 unchanged paragraphs

34,412,259 Ordinary Shares issued and outstanding on an

Shares issuable upon the exercise of the Warrants included in the Units offered hereby; and you invest in our Ordinary Shares, your interest will be immediately diluted $[●] per Ordinary Share, representing the difference between the public offering price per ordinary share included in each unit and our pro forma, as adjusted net tangible book value per ordinary share of $[●] as of December 31, 2022, after giving effect to this offering and an assumed public offering price of $[●] per unit. Dilution results from the fact that the public offering price per ordinary share is substantially in excess of the pro forma book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

net tangible book value as of December 31, 2022 was $4.05 million or $0.12 per Ordinary Share as of that date. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting pro forma net tangible book value per ordinary share, after giving effect to the proceeds we will receive from this offering, from the assumed public offering price of $[●] per Ordinary Share, the midpoint of the range set forth on the cover page of this prospectus and after deducting underwriter discounts and commissions and estimated offering expenses payable by us.

taking into account any other changes in pro forma net tangible book value after December 31, 2022, other than to give effect to the sale of the Ordinary Shares offered in this offering at the assumed public offering price of $[●] per unit, which is based on the estimated public offering price set forth on the cover page of this prospectus and after deduction of the underwriter discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of [●]would have been approximately $[●]or $[●] per ordinary share. This represents an immediate increase in pro forma net tangible book value of $[●] per ordinary share to the existing shareholders and an immediate dilution in pro forma net tangible book value of $[●] per Ordinary Share to investors purchasing our Units in this offering.

following table illustrates this dilution:

Assumed public offering price per unit

Historic net tangible book value per ordinary share as of December 31, 2022 $ 0.12 $ Pro forma increase in net tangible book value per share as of [●] before giving effect to this offering $ [●] $ Pro forma net tangible book value per share as of December 31, 2022 $ [●] $ Pro forma as adjusted net tangible book value per share after giving effect to this offering $ [●] $ Pro forma as adjusted dilution per share to investors participating in this offering $ [●] $ A $1.00 increase (decrease) in the assumed offering price of $[●] per Unit, would increase the pro-forma as adjusted net tangible book value per share by $[●], and increase dilution to new investors by $[●] per share, in each case assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

following table summarizes, on a pro forma as adjusted basis as of December 31, 2022, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us in this offering, the total consideration paid and the average price per ordinary share paid before deducting the underwriter discounts and commissions and estimated offering expenses.

Existing shareholders (Issued)

pro forma as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual public offering price of our Ordinary Shares and other terms of this offering determined at pricing.

number of Ordinary Shares outstanding as of December 31, 2022, as shown above, is based on 36,808,428 ordinary shares issued to shareholders as of that date plus (i) the issuance of 380,000 ordinary shares in aggregate to certain of our executive officers and employees upon pursuant to their employment agreements; (ii) 47,924 ordinary shares issued to Exchange Listing, LLC pursuant to the anti-dilution clause in their consulting agreement; (iii) the sale of 1,280,000 ordinary shares in initial offering at $4.00 per ordinary share, after deducting the underwriter's discounts commissions and estimated offering expenses payable by us; (iv) 688,245 shares issued to Exchange Listing, LLC pursuant to their consulting agreement with the Company; (v) 229,453 shares issued to Exchange Listing, LLC pursuant to them exercising their warrants; (vi) 74,793, shares issued to Boustead Securities, LLC pursuant to them exercising their warrants; (vii) issuance of 600,000 shares to GlobexUS as consideration for 500 shares of common stock in GlobexUS; (viii) issuance of 286,533 shares to ZCity as consideration for its services; and (ix) issuance of 14,327 shares to Outside The Box Capital Inc. as the first tranche payment for its services.

the extent that additional options or other securities are issued under our equity incentive plans, or we issue additional Ordinary Shares in the future, there will be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital through the sale of equity or convertible debt securities due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent we issue additional Ordinary Shares or other equity or convertible debt securities in the future, there will be further dilution to investors participating in this offering.

36,292,259 Ordinary Shares issued and outstanding on an actual basis, [*] 38,027,579 Ordinary Shares issued and outstanding on a pro forma basis and [●] Ordinary Shares issued and outstanding on a pro forma as adjusted basis 2,981,812 9,466,963 7,941,269 9,041,269 [● ] Accumulated other comprehensive income (loss) [● ] [●] Reserve 1,483,830 1,483,830 1,672,143 1,672,143 [● ] Retained Earnings 1,522,439 1,522,439 5,882,566 5,782,566 [● ] Total shareholders' equity 5,988,081 12,473,232 15,495,978 16,495,978 [● ] Total capitalization 6,844,752 13,329,903 16,085,063 17,085,063 [● ] (1) The number of shares of our Ordinary Shares to be outstanding after this offering is based on [●] Ordinary Shares outstanding as of to be exercised by Exchange Listing, LLC, at exercise price of the warrant is $4.00 per ordinary share; [●], 2023 and excludes:

250,000 Ordinary Shares issuable upon the exercise of warrants issued to Exchange Listing, LLC, at an exercise price of $4.00 per Ordinary Share;

up to [●] Ordinary Shares issuable upon the exercise of the Warrants offered hereby; and up to [●] Ordinary Shares issuable upon the exercise of the Placement Agent's Warrants offered hereby.

Management 10 changes

1 unchanged paragraph

and their respective ages and positions as of [*] August October 31, 2023.

26 unchanged paragraphs

Mr. Thow has worked for the V Capital group since July 2022. Prior to joining the V Capital group, Mr. Thow practiced law as Senior Associate with Zaid Ibrahim & Co. (a member of ZICO Law network) from 2019 to 2022, and as Legal Associate with Martin Cheah & Associates from 2018 to 2019. As our Chief Legal Officer, Mr. Thow is responsible for setting the overall legal strategy for the organization and its subsidiaries, and for providing legal counsel to senior management and the board of directors. Mr. Thow graduated with a Bachelor of Laws from the University of Northumbria at Newcastle in 2014, a Master of Laws from the University of Malaya in 2016, and a Master of Business Administration from Lancaster University in 2021. Mr. Thow has also obtained a Certificate of Legal Practice from the Legal Profession Qualifying Board of Malaysia in 2016, and he was admitted as an advocate and solicitor of the High Court of Malaya in 2018.

Marco Baccanello is a Director. Mr. Baccanello

is an experienced corporate finance executive with expertise in advising companies operating in a broad range of industries, particularly within the technology space, in early to late-stage financings, growth strategy and strategic disposals, restructurings and acquisitions.

Mr. Baccanello is an experienced corporate finance executive with expertise in advising companies operating in a broad range of industries, particularly within the technology space, in early to late-stage financings, growth strategy and strategic disposals, restructurings and acquisitions. In addition, he has experience in the preparation of the listing and initial public offering documents for companies on NASDAQ and international exchanges, with an emphasis on funding requirements and regulatory filings. Mr. Baccanello also has developed acquisition and marketing strategies for multiple digital opportunities, focusing on content published to app stores, including rapidly growing digital businesses in the technology and gaming space. From 2016 to present, Mr. Baccanello is a member of the Corporate Development team where he leads and manages business plan developments. Prior to that role, he was the Chief Financial Officer of PlayJam from 2010 to 2016, where he planned, implemented and managed all the finance activities, including business planning, budgeting, forecasting and negotiations. Mr. Baccanello's experience as a former chartered accountant at PricewaterhouseCoopers and director of a private equity firm, specifically his expertise in managing growth businesses within the services, media and technology industries, make him a qualified director to serve on our Board. Mr. Baccanello earned a Bachelor's degree in Economics at the University of Southampton.

Jeremy Roberts is a Director. Mr. Roberts

Roberts is an experienced Corporate Financier with track-record of sourcing, structuring and negotiating and completing complex M&A deals and financings across a broad range of sectors and geographies. From 2013 to present Mr. Roberts has been the founder and director of J and L Roberts Advisors in London, UK., a corporate consultancy firm. At J and L, Mr. Roberts has, among other things, advised family owners, High Net Worth Individuals, corporate and private equity groups on growth strategies and expansion; structuring and raising capital for various business ventures; as well as M&A assignments. From 2013 to 2014 he was the Managing Director and consultant for i76 Sp Zoo in Warsaw, Poland. At i76, he completed Ipopema 76's first acquisition: Impress Group from Constantia Industries and worked on post-acquisition and separation matters to post-acquisition optimize internal group structure. From 2011 to 2013, Mr. Roberts was a Principal at Corven Corporate Finance in London, UK. From 2002 to 2011, Mr. Roberts was a Director of Lansdowne Capital, an investment banking boutique, where he originated and executed transactions within the broader industrials sector. Between 2000 and 2002, Mr. Roberts was a Vice President in the investment banking division of Credit Suisse in London. Mr. Roberts earned a BSc in Economics and Politics from University of Bath in 1994.

Alex Chua is a Director. Mr. Chua is an

is an experienced corporate finance executive and consultant with substantial international broad-based financial and management experience of over 25 years, with a focus in real estate investment and development, building construction and materials, healthcare and medical assurance sectors. From 2017 to present, Mr. Chua has been the Founder and Director of Lighthouse Business Consulting Pte Ltd, a boutique business consulting firm. Mr. Chua is also currently serving as a Non-Executive Independent Director of New Silkroutes Group Limited, a company listed on the Mainboard of SGX, and Heatec Jietong Holdings Limited, a company listed on the Catalist of SGX. Prior to that in 2019 to 2020, Mr. Chua served as Non-Executive Independent Directors of three other SGX listed companies. From 2015 to 2020, Mr. Chua served as a Board Member, Honorary Treasurer and alternate as Audit and Compliance Sub Committee's Chairman of National Arthritis Foundation (NAF), Singapore. Mr. Chua also served as the Executive Director and Head of Non-Property Division of Pacific Star Development Limited, a company listed on the Catalist of SGX, from 2016 to 2017. From 2013 to 2015, Mr. Chua was an Executive Director and Chief Financial Officer of a now-delisted, Libra Group Limited. During the period from early 2002 to mid-2013, Mr. Chua advanced his career as an M&A planning advisor and Finance Director/Financial Controller over the years with market leading multinational companies of different industries, including International SOS Pte Ltd, Cemex Corporation, British Sugar Group Limited, Capitaland Limited, Vestas Wind System A/S, based in Beijing, Ho Chi Minh City and Singapore. From 1998 to 2001, Mr. Chua had been based in London, England as a UK Financial Controller with Parkway Holdings Limited (now part of IHH Healthcare Berhad, a company dual-listed on SGX and Bursa), which he was promoted from prior to his role as Group Internal Auditor. Mr. Chua started his career in October 1993 as an Audit Assistant with a local medium sized accounting and business advisory firm. Mr. Chua earned a Diploma of the Imperial College in Management and a Master of Business Administration from Imperial College London Business School. Mr. Chua is currently a Fellow of Chartered Certified Accountant (FCCA, UK), Certified Internal Auditor (CIA, USA), Chartered Accountant of Singapore (CA Singapore), Chartered Valuer and Appraiser (CVA) and a member of the Singapore Institute of Director (SID).

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his career with UCMS Australia (part of Aegis Group) in Melbourne as a customer service consultant in 2003. He subsequently took up a corporate finance position in Southern Investment Bank Malaysia from 2004 to 2006 where he assisted a wide range of institutions in their Initial Public Offering (IPO) and structured numerous mergers & acquisitions (M&A transactions. From 2006 to 2008, Mr. Ng became a senior investment analyst in Commerce Asset Ventures (now merged with CIMB Private Equity). In that role, Mr. Ng focuses on venture capital where he discovers the high growth potential of emerging businesses and provides them with funding and managerial expertise. Mr. Ng oversaw and groomed businesses involved in oil & gas, retail and also information technologies. From 2009, Mr. Ng decided to begin his entrepreneurial journey by starting a fashion retail brand which he subsequently sold in 2017. From 2017 until present Mr. Ng, founded a human resource company specializing in the hiring of foreign manpower for the local industries. His company has to date successfully placed over 7000 foreign workers in local companies. Steve Mr. Ng graduated with a Bachelor of Commerce from Curtin University, Australia majoring in Economics & Finance. He obtained his Masters in Applied Finance from Monash University Australia in 2002.

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Principal stockholders 9 changes

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as of August [*], October 31, 2023 with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of our voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group.

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of the voting stock is determined in accordance with the rules of the SEC and includes any shares of company voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days of August [*], October 31, 2023. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of voting stock held by them. Applicable percentage ownership in the following table is based on [*] 38,027,579 of our Ordinary Shares issued and outstanding on August [*], October 31, 2023, and [●] after this public offering of our Ordinary Shares. (excludes [*] shares which may be sold upon exercise of the underwriter's over-allotment option in full).

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Name and Address of Beneficial Owner (1)

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(1) Unless otherwise indicated,

(2) Includes 1,604,000 ordinary

(3) Includes 100,000 ordinary shares

Unless otherwise indicated, the principal address of the named directors and directors and 5% stockholders of the Company is B03-C-8 Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200 Kuala Lumpur.

Includes 1,604,000 Ordinary Shares owned by V Invesco Fund (L) Limited, a company owned and controlled by Victor Hoo.

Includes 100,000 Ordinary Shares owned by Acton Burnell Sdn Bhd, a company owned and controlled by Stanley Khoo.

Description of the securities 80 changes

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number of Ordinary Shares of no par value each. As of [*] August, October 31, 2023, there were 38,013,534 38,027,579 Ordinary Shares issued and outstanding.

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General. Upon the completion

Shareholders' meetings may be held annually.

The transfer of a registered share is effective when the name of the transferee is entered in the register of members. The entry of the name of a person in the Company's register of members is prima facie evidence that legal title in the share vests in that person.

The Ordinary Shares that have been called upon and remain unpaid are subject to forfeiture.

General. We are authorized to issue

of this offering we will be authorized to issue an unlimited amount of Ordinary Shares, with no par value. Holders of Ordinary Shares will have the same rights. All of our outstanding Ordinary Shares are fully paid and non-assessable. To the extent they are issued, certificates representing the Ordinary Shares are issued in registered form.

Dividends. The holders of our

holders of our Ordinary Shares are entitled to such dividends as may be declared by our board of directors. Our post-offering amended and restated articles of association provide that dividends may be declared and paid at such time, and in such an amount, as the directors determine subject to their being satisfied that the Company will meet the statutory solvency test immediately after the dividend. Holders of Ordinary Shares will be entitled to the same amount of dividends, if declared.

Voting Rights. In respect of

respect of all matters subject to a shareholders' vote, each Ordinary Share is entitled to one vote for each Ordinary Share registered in his or her name on our register of members. Holders of Ordinary Shares shall at all times vote together on all resolutions submitted to a vote of the members. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one shareholder.

A quorum required for a meeting of shareholders

of shareholders consists of two or more shareholders who hold at least one-half of all voting power of our shares in issue at the date of the meeting present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. Shareholders' meetings may be held annually.

Transfer of Ordinary Shares. Under

Shares. Under the BVI Act the transfer of a registered share which is not listed on a recognized exchange is by a written instrument of transfer signed by the transferor and containing the name of the transferee. However, the instrument must also be signed by the transferee if registration would impose a liability on the transferee to the Company. The instrument of transfer must be sent to the Company for registration. Subject to the Company's post-offering amended and restated memorandum and articles of association the Company shall on receipt of an instrument of transfer enter the name of the transferee of the share in the register of members unless the directors resolve to refuse or delay registration of the transfer for reasons that should be specified in a resolution of directors. The transfer of a registered share is effective when the name of the transferee is entered in the register of members. The entry of the name of a person in the Company's register of members is prima facie evidence that legal title in the share vests in that person.

The procedure is different for the transfer of

for the transfer of shares that are listed on a recognized exchange. Such shares may be transferred without the need for a written instrument of transfer if the transfer is carried out in accordance with the laws, rules, procedures and other requirements applicable to shares listed on the recognized exchange and subject to the Company's amended and restated memorandum and articles of association.

The registration of transfers may, after compliance

may, after compliance with any notice required of Nasdaq, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our board may determine.

Liquidation. On a liquidation,

a liquidation, on winding up or other return of assets of the Company to shareholders (other than on conversion, redemption or purchase of Ordinary Shares), assets available for distribution among the holders of Ordinary Shares shall be distributed among the holders of the Ordinary Shares on a pro rata basis. Any distribution of assets of the Company to holders of an Ordinary Share will be the same in any liquidation event (howsoever described).

Calls on Ordinary Shares and Forfeiture

and Forfeiture of Ordinary Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their Ordinary Shares in a notice served to such shareholders at least 14 clear days prior to the specified time of payment. The Ordinary Shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Ordinary Shares. The

Shares. The BVI Act and our post offering amended and restated articles of association permit us to purchase our own shares with the prior written consent of the relevant shareholders, a resolution of directors and in accordance with applicable law.

Variation of Rights of Shares. All

of Shares. All or any of the rights attached to any class of shares may, subject to the provisions of the BVI Act, be varied without the consent of the holders of the issued shares of that class where such variation is considered by the board of directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of a majority of the issued shares of that class, or with the sanction of a resolution passed by a simple majority of the votes cast at a separate meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.

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A member of the Company is entitled, on giving

written notice to the Company, to inspect (a) the memorandum and articles of association of the Company; (b) the register of members;

entitled, on giving written notice to the Company, to inspect (a) the memorandum and articles of association of the Company; (b) the register of members; (c) the register of directors; and (d) the minutes of meetings and resolutions of members and of those classes of members of which he is a member; and to make copies of or take extracts from the documents and records. Subject to the post offering our amended and restated memorandum and articles of association, the directors may, if they are satisfied that it would be contrary to the Company's interests to allow a member to inspect any document, or part of a document, specified in (b), (c) and (d) above, refuse to permit the member to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts from the records.

Where a company fails or refuses to permit a member

to permit a member to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the BVI High Court for an order that he should be permitted to inspect the document or to inspect the document without limitation.

A company is required to keep at the office of

at the office of its registered agent: its memorandum and articles of association of the company; the register of members or a copy of the register of members; the register of directors or a copy of the register of directors; and copies of all notices and other documents filed by the company in the previous ten years.

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Generally, any other claims

claims against a company by its members must be based on the general laws of contract or tort applicable in the BVI or their individual rights as members as established by the company's memorandum and articles of association.

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of Directors and Executive Officers and Limitation of Liability. BVI law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the BVI High Court to be contrary to public policy (e.g. for purporting to provide indemnification against the consequences of committing a crime). An indemnity will be void and of no effect and will not apply to a person unless the person acted honestly and in good faith and in what he believed to be in the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. Our post-offering amended and restated memorandum and articles of association permit provides for the indemnification of officers and our directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud of such directors. or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our post-offering amended and restated memorandum and articles of association.

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Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

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Pre-Funded Warrants being Offered

The following summary

of certain terms and provisions of the Pre-Funded Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by the provisions of, the Pre-Funded Warrant. Prospective investors should carefully review the terms and provisions of the form of Pre-Funded Warrant for a complete description of the terms and conditions of the Pre-Funded Warrants. For each Pre-Funded Warrant we sell, the number of Ordinary Shares we are offering will be decreased on a one-for-one basis.

"pre-funded" refers to the fact that the purchase price of our Ordinary Shares in this offering includes almost the entire exercise price that will be paid under the Pre-Funded Warrants, except for a nominal remaining exercise price of $0.001 per share. The purpose of the Pre-Funded Warrants is to enable investors that may have restrictions on their ability to beneficially own more than 4.99% (or, upon election of the holder, 9.99%) of our outstanding Ordinary Shares following the consummation of this offering the opportunity to invest capital into the Company without triggering their ownership restrictions, by receiving Pre-Funded Warrants in lieu of our Ordinary Shares which would result in such ownership of more than [●]% (or [●]%), and receive the ability to exercise their option to purchase the shares underlying the Pre-Funded Warrants at such nominal price at a later date. The Pre-Funded Warrants are immediately separable from the accompanying Warrants and will be issued separately in this offering, but must be purchased together in this offering.

The Pre-Funded Warrants will be issued in certificated form only.

Duration . The Pre-Funded Warrants offered hereby are immediately exercisable (subject to the beneficial ownership limitations described below), and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

Exercise Limitation .

A holder will not have the right to exercise any portion of the Pre-Funded Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of shares of our Ordinary Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. The holder may increase or decrease such percentage, provided that any increase will not be effective until the 61 st day after such notice is provided to us by the holder, and provided that in no event shall the beneficial ownership limitation exceed 9.99%.

The Pre-Funded Warrants will have an exercise price of $0.001 per share. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Ordinary Shares and also upon any distributions of assets, including cash, stock or other property to our stockholders.

Subject to applicable laws, the Pre-Funded Warrants may be offered for sale, sold, transferred or assigned without our consent.

There is no established trading market for the Pre-Funded Warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Pre-Funded Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited.

At the time a holder

exercises its Pre-Funded Warrants, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of Ordinary Shares determined according to a formula set forth in the Pre-Funded Warrants.

Fundamental Transactions .

If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power that we may exercise and will assume all of our obligations under the Pre-Funded Warrants with the same effect as if such successor entity had been named in the Pre-Funded Warrant itself. If holders of our Ordinary Shares are given a choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise of the Pre-Funded Warrant following such fundamental transaction.

Rights as a Stockholder .

Except as otherwise provided in the Pre-Funded Warrants or by virtue of such holder's ownership of our Ordinary Shares, the holder of a Pre-Funded Warrants does not have the rights or privileges of a holder of our Ordinary Shares, including any voting rights, until the holder exercises the Pre-Funded Warrant.

Governing Law . The Pre-Funded Warrants

are governed by New York law.

Warrants being Offered

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of the Warrants offered hereby is not complete and is subject to, and qualified in its entirety by the provisions of the warrant agency agreement between us and Computershare Inc., the Warrant Agent, and the form of Warrant, , both of which are filed as exhibits to the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions set forth in the warrant agency agreement, including the annexes thereto, and form of Warrant.

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purchase Ordinary Shares at a price equal to $[ ] per share, subject to adjustment as discussed below, immediately following the issuance of such warrant and terminating at 5:00 p.m., New York City time, five years [ ] after the closing of this offering.

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Exercisability . The Warrants are exercisable

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and 18 more changes in the filing

Material united states federal income tax consequences to u.s. holders 5 changes

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and 5 more changes in the filing

British virgin islands taxation 2 changes

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and 2 more changes in the filing

Plan of distribution 86 changes

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and 86 more changes in the filing

Expenses relating to this offering 4 changes

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1 unchanged paragraph

3 unchanged paragraphs

and 4 more changes in the filing

Legal matters 2 changes

and 2 more changes in the filing

Experts 2 changes

and 2 more changes in the filing

Where you can find additional information 28 changes

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2 unchanged paragraphs

2 unchanged paragraphs

5 unchanged paragraphs

5 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 28 more changes in the filing

Indemnification of Directors and Officers 4 changes

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and 4 more changes in the filing

Recent sales of unregistered securities 5 changes

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16 unchanged paragraphs

4 unchanged paragraphs

and 5 more changes in the filing

Exhibits 1 change

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and 1 more change in the filing

Undertakings 38 changes

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1 unchanged paragraph

2 unchanged paragraphs

7 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

8 unchanged paragraphs

and 38 more changes in the filing