VCI Global: securities offering (amended)

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REGISTRATION STATEMENT

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AMENDMENT NO. 1 TO FORM F-1

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Registration No. 333-[●] 333-275239

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Rick A. Werner, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26 th

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SUBJECT TO COMPLETION DATED [●], DECEMBER

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Up to [●] Ordinary Shares

Ordinary Shares Underlying the Warrants and

Up to 1,945,525 Ordinary Shares

Pre-Funded Warrants to Purchase Up to [●] 1,945,525

Series A Warrants to Purchase Up to [●] Ordinary 1,945,525

Placement Agent Series B Warrants to Purchase Up to [●] 1,945,525

Placement Agent Warrants to Purchase Up

to 155,642 Ordinary Shares

Ordinary Shares Underlying Series A Warrants

Ordinary Shares Underlying Series B Warrants

Ordinary Shares Underlying Pre-Funded Warrants

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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.

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.

basis up to [●] ordinary shares 1,945,525 ordinary shares, no par value ("Ordinary Shares"), of VCI Global Limited, a British Virgin Islands business company, together with Series A warrants to purchase up to 1,945,525 Ordinary Shares ("Series A Warrants", each a "Series A Warrant") and Series B warrants ("Series B Warrants", each a "Series B Warrant") to purchase up to [●] 1,945,525 Ordinary Shares, at an assumed combined public offering price of $[●] $2.57 per Ordinary Share and accompanying Series A Warrant and Series B Warrant, which represents the closing price of our Ordinary Shares on [●], December 6, 2023. The Series A Warrants and the Series

B Warrants are collectively referred to as the "Warrants." Each Ordinary Share and the accompanying Series A Warrants and

Series B Warrants, and the Pre-Funded Warrants (as defined below) and accompanying Series A Warrants are and Series B Warrants, as the case may be, will be immediately separable and will be issued separately in this offering, but must be purchased together in this offering, This offering also relates to the with each Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants and the Warrants.

Share that we sell in this offering being accompanied by one Series A Warrant and one Series B Warrant. Each Series A Warrant will have an assumed exercise price of $2.57 per share (representing 100% of the assumed combined offering price per Ordinary Share and accompanying

Series A Warrant and Series B Warrant, which was the closing price of our Ordinary Shares on Nasdaq on December 6, 2023), will be exercisable upon issuance and will expire five years from the date of issuance. Each Series B Warrant will have an assumed exercise price of $2.57 per share (representing 100% of an assumed combined offering price per Ordinary Share and accompanying Series A Warrant and Series B

Warrant, which was the closing price of our Ordinary Shares on Nasdaq on December 6, 2023), will be exercisable upon issuance and will expire 18 months from the date of issuance.

We are also offering to certain purchasers whose

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 the 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 (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 [●]% 4.99% (or, at the election of the purchaser, [●]%) 9.99%) of our outstanding Ordinary

Ordinary Shares. The purchase price of each Pre-Funded Warrant is $[●] $2.569 (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

Share and accompanying Warrants to be sold in this offering minus $0.001, the exercise price per Ordinary Share of each Pre-Funded Warrant).

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 Series A Warrants and Series B 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,

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

The assumed combined offering price per (i) Ordinary

Ordinary Share and accompanying Series A Warrant and Series B Warrant of $2.57, and (ii) Pre-Funded Warrant and accompanying Series A

Share and accompanying Warrant of $[●], and (ii) Pre-Funded Warrant and accompanying Series B Warrant of $[●], $2.569, 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 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 current market price of our Ordinary Shares, and may not be indicative of prices that will prevail in the trading market.

Our Ordinary Shares are listed on the Nasdaq Capital

Capital Market under the symbol "VCIG". On October 30, December 6, 2023, the last reported sales price of the Ordinary Shares on the Nasdaq Capital

Nasdaq Capital Market was $3.13. $2.57. 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

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

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 ● ],

2023 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

and accompanying Series A Warrant and Series B Warrant will be fixed for the duration of this offering.

We have engaged the Placement Agent as our exclusive

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

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 the 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 10 11 to read about factors you should consider before buying our securities.

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Accompanying Warrant

Accompanying Warrants

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Placement Agent fees (1) (2)

Proceeds before expenses to us (2) (3)

Assumes no sale of Pre-Funded Warrants.

We have also agreed to pay for certain of the Placement

Agent's offering-related expenses. In addition, we have agreed to issue the Placement Agent or its designees warrants, or the

We have also agreed to pay for certain of the Placement Agent's offering-related expenses. In addition, we have agreed to issue the placement Agent or its designees Warrants, or the placement agent warrants, to purchase a number of Ordinary Shares equal to [●]% 8% of the Ordinary Shares sold placed in this offering (including the Ordinary Shares issuable upon the exercise of the any Pre-Funded Warrants), at an exercise price of $[ ● ] per share, which represents [●]% 125% of the public offering price per Ordinary Share and accompanying Warrant. See "Plan of Distribution" for Series A complete description of the compensation arrangements for the Placement Agent. Warrant and Series B Warrant.

See "Plan of Distribution" for a complete description of the compensation arrangements for the Placement Agent.

Because there is no minimum number of securities

Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. We estimate the total expenses of this offering, excluding the placement agent fees and expenses, will be approximately $[●]. For more information, see "Plan of Distribution." $200,000.

For more information, see "Plan of Distribution."

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Prospectus summary 23 changes

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Fintech Solution - We offer fintech

Fintech Solution - We offer fintech solutions, insights, and a multidimensional approach to advising and collaborating to help companies adapt to the ever-evolving business environment and provide support to organizations. One of our subsidiary companies, Accuventures Sdn Bhd ("Accuventures") is a dynamic and experienced information technology (IT) and financial technology (fintech) provider founded by a group of international industry professionals with years of knowledge and experience in the fintech and IT industry. With Credilab Sdn Bhd (a fully owned subsidiary of Accuventures) ("Credilab"), Accuventures is capable of offering its clients the easiest and fastest route to obtain instant cash loans. Credilab is currently operating a licensed money lending business in Malaysia with the approval granted by the Ministry of Housing and Local Governments. Their financial services are designed to address everyday needs of Malaysians in an innovative way by utilizing cutting-edge technology to enable easy access hassle-free to money lending services.

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placement offering subscription booklet, of which a share purchase agreement forms a part (the "Subscription Booklet") with GlobexUS Holdings Corp., a Delaware corporation (the "GlobexUS"). Subject to the terms and conditions set forth in the Subscription Booklet, the Company subscribed 500 shares of common stock, par value $.0001 per share of GlobexUS in consideration of 600,000 restricted shares of the Company's Ordinary Shares, no par value, at a value of $2.50 per share.

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On July 19, 2023, the Company entered into a Collaboration

a Collaboration Agreement (the "Collaboration Agreement") with Treasure Global Inc (Nasdaq: TGL) ("TGL"), a Malaysian solutions provider developing innovative technology platforms, in which the Company and TGL shall agreed to collaborate to develop an AI-powered travel platform ("Platform") which utilizes advanced technology, including high-tech and predictive technology, to assist its users in discovering the best places to visit, explore, dine and engage in various activities during their travel in Malaysia. Furthermore, the Platform aims to facilitate the seamless booking of flights, hotels, car rentals, theme park tickets and concert show tickets.

Pursuant to the Collaboration Agreement, the Company

Company and TGL shall will share ownership and profits generated from this collaboration on a 50:50 basis.

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Pursuant to the Software Agreement, On August in consideration

of the service provided by ZCity to the Company, on August 1, 2023, the Company issued to ZCity 286,533 Ordinary Shares. as the service consideration.

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Our principal executive offices are located at

at B03-C-8 Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia, and our registered address in BVI is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands. Our telephone number is +6037717 3089. The address of our website is https://v-capital.co/. Information contained on, or available through, our website does not constitute part of, and is not deemed incorporated by reference into, this prospectus. Our agent for service of process in the United States is Sichenzia Ross Ference Carmel LLP, 1185 6th Ave 31st Fl, New York, NY 10036.

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As a company with less than $1.235 billion in

in revenue during our last completed fiscal year, we qualify as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012 or the ("JOBS Act"). An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, we:

are not required to obtain

are not required to obtain an attestation and report from our auditors on our management's assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

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Certain of these reduced reporting requirements

and exemptions were already available to us due to the fact that we also qualify as a "smaller reporting company" under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding internal control over financial reporting, are not required to provide a compensation discussion and analysis, are not required to provide a pay-for-performance graph or CEO pay ratio disclosure and may present only two years of audited financial statements and related MD&A disclosure.

Under the JOBS Act, we may take advantage of the

of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an "emerging growth company" if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our Ordinary Shares held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period. Further, under current SEC rules, we will continue to qualify as a "smaller reporting company" for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business day of our most recently completed second fiscal quarter.

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As a "controlled company," we are permitted to rely on certain exemptions from corporate governance rules, including:

Our founding shareholder, Mr. Hoo Voon Him, will

owns [●]% 50.2% of the voting power of our outstanding Ordinary Shares and after the completion of this offering (assuming the maximum number of Ordinary Shares and accompanying Series A Warrants and Series B Warrants are sold in this offering and no Pre-Funded Warrants are sold), will own [●]% 46.2% of our Ordinary Shares. As a result, we are now and will if less than all the Ordinary Shares are sold in this offering, may continue to be a "controlled company" under the Nasdaq Capital Market's governance standards, defined as a company of which more than 50% of the voting power is held by an individual, group or another company. As a "controlled company," we are permitted to rely on certain exemptions from corporate governance rules, including:

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See " Risk Factors-Risks Related to This Offering and The Ordinary Shares Ownership of Our Securities -- As a "controlled company" under the rules of The Nasdaq Capital Market, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders " for more information.

The offering 42 changes

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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 11 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.

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Up to [●] 1,945,525 Ordinary Shares and accompanying

Series A Warrants to purchase up to [●] 1,945,525 Ordinary Shares and Series B Warrants to purchase 1,945,525 Ordinary Shares at an assumed combined public offering price of $[●] $2.57 per Ordinary Share and accompanying Series A Warrant and Series B Warrant. Each Warrant will have an assumed exercise price of $[●] $2.57 per share ([●]% (100% of the assumed combined public offering price per Ordinary Share and accompanying Series A Warrant and Series B Warrant), is exercisable immediately and with respect to the Series A Warrants, will expire [●] five years from the date of issuance and with respect to the Series B Warrants will expire 18 months from the date of issuance. Each Ordinary Share and each accompanying Warrant are is immediately separable upon issuance and will be issued separately in this offering.

We are also offering to certain purchasers whose purchase of Ordinary

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 assumed combined offering price of each Pre-Funded Warrant and accompanying Series A Warrant and Series B Warrant is $[●] $2.569 (equal to the price at which each Ordinary Share and accompanying Series A Warrant and Series B 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.

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 Series A Warrant and Series B 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.

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Warrants to purchase an

We and all of our executive

Each Series A Warrant will have an assumed exercise

price of $2.57 per share (100% of the assumed combined public offering price per Ordinary Share and accompanying Series A Warrant and Series B Warrant), will be immediately exercisable and will expire on the fifth anniversary of the original issuance date.

Series B Warrant will have an assumed exercise price of $2.57 per share (100% of the assumed combined public offering price per Ordinary Share and accompanying Series A Warrant and Series B Warrant), will be immediately exercisable and will expire 18 months after the original issuance date.

Each Warrant is exercisable for one Ordinary Share,

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 price 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, in the case of the Series A Warrants and 18 months in the case of the Series B Warrants. The Warrants will not trade on the Nasdaq Capital Market or on any other trading platform. The Ordinary Shares and accompanying Series A Warrants and Series B Warrants, and the Pre-Funded Warrants and accompanying Series A Warrants and Series B 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. in this prospectus. " Lock-Up Agreements All of our executive officers and directors will enter into lock-up agreements with the Placement Agent.

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 Ordinary Shares or securities convertible into or exchangeable for common stock, Ordinary Shares, 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."

The restrictions contained in these agreements will be in effect for a period of 60 days after the date of the closing of this offering. For more information, see section titled " Plan of Distribution ."

We have agreed that, except for certain exempt issuances described in the securities purchase agreement, for a period of 60 days following the closing of this offering, we will not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Ordinary Shares or Ordinary Share equivalents, or (ii) file any registration statement or amendment or supplement thereto, other than the prospectus or filing a registration statement on Form S-8 in connection with any employee benefit plan.

In addition, we have agreed,

with certain exceptions, that for a period of 90 days following the closing of this offering, we will not enter into a Variable Rate Transaction.

" Variable Rate Transaction " means a transaction

in which we (i) issue or sell any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to our business or the market for the Ordinary Shares, or (ii) enter into, or effect a transaction under, any agreement, including, but not limited to, an equity line of credit or an "at-the-market" facility, whereby we may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled; provided , however , that, after 60 days following the closing of this offering, the issuance of Ordinary Shares in an "at the market" facility with the Placement Agent as sales agent shall not be deemed a Variable Rate Transaction.

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We have agreed to offer and

and sell the Securities offered hereby directly to the purchasers. We have retained [●] StockBlock 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. For more information, see section titled " Plan of Distribution section beginning on page 49 for more information. ."

Assumed Combined Public Offering Price

$2.57 per Ordinary Share and accompanying Series A Warrant and Series B Warrant, which was the closing price of our Ordinary Shares on Nasdaq on [●], December 6, 2023 and $[●] $2.569 per Pre-Funded Warrant and accompanying Series A Warrant and Series B Warrant, which was the closing price of our Ordinary Shares on Nasdaq on December 6, 2023 minus $0.001.

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Placement Agent's 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.

Ordinary Shares outstanding after the offering

39,973,104 Ordinary Shares

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

Placement Agent Warrants

The registration statement

The registration statement of which this prospectus is a part also registers warrants the Placement Agent's Agent Warrants to purchase up to [●] 155,642 Ordinary Shares (equal to [●]% 8% of the aggregate number of Ordinary Shares (assuming no sale (including the Ordinary Shares issuable upon the exercise of any Pre-Funded Warrants), placed in this offering) to be issued to the Placement Agent or its designees, as a portion of the placement agent compensation payable in connection with this offering, as well as the Ordinary Shares issuable upon the exercise of the Placement Agent's Agent Warrants. The Placement Agent's Agent Warrants will be exercisable at any time, and from time to time, in whole or in part, during the [●] four and one-half year period commencing [●] 180 days following the effective date of the registration statement of which this prospectus is a part after issuance at an exercise price of $[●] ([●]% (125% of the combined public offering price of the Ordinary Shares and accompanying Series A Warrants and Series B Warrants). Please see "Plan of Distribution-Placement Agent Warrants" for a description of these warrants.

the net proceeds we receive from this offering and any proceeds from the exercise of Warrants to engage in (i) investing in client initial public offerings (25%); (ii) strategic acquisitions of businesses (25%); (iii) financing initiatives (25%); (iv) research and development for technology related areas (15%); and (v) team expansion (10%). We have not currently identified any targets for acquisition or financing initiatives.

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The investment of our

The investment of our securities involves substantial risks. See " Risk Factors " in this prospectus and other information included or incorporated by reference in this prospectus for a discussion of factors you should carefully consider before investing in our Ordinary Shares.

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The number of shares of our Ordinary Shares to be outstanding

be outstanding after this offering is based on [●] 38,027,579 Ordinary Shares outstanding as of October [●], December 8, 2023 and excludes:

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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

up to [●] Ordinary Shares issuable upon the exercise of the Warrants offered hereby; and up to [●] 155,642 Ordinary Shares issuable upon the exercise of the Placement Agent's Agent Warrants offered hereby.

Unless expressly indicated or the context requires

requires otherwise, all information in this prospectus assumes no Pre-Funded Warrants are purchased in this offering.

Forward-looking statements 19 changes

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our holding company structure;

our ability to attract new clients and maintain our relationship with our current clients;

our ability to attract and retain skilled workers;

difficulties we may encounter as our business expands into new markets;

our future business, development, prospects, financial condition and results of operations;

our status as a foreign private

our ability to protect the

confidential information of our clients;

loss of our key management and employees;

and employees or their work product;

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the perceived strength of our brands;

intense competition within our industry;

any failure to comply with

any failure to comply with laws and regulations including environmental, workplace safety and other regulatory requirements;

Our ability to generate additional

Our ability to defend against

legal, administrative or investigative proceedings;

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increases in income tax rates or changes in income tax laws;

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use of net proceeds from this offering;

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Risk factors 54 changes

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You may not be able to resell your shares Ordinary

Shares purchased in this offering at or above the public offering price you paid for your Ordinary Shares.

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Our founding shareholder, Chairman and Chief

Chief Executive Officer, Victor Hoo beneficially own 50.17% owns 50.2% of our outstanding Ordinary Shares and, together with his spouse, beneficially own 64.53% owns 64.5% of our outstanding Ordinary Shares, and this concentration of ownership and voting power will limit your ability to influence corporate matters.

Victor Hoo, our Chairman and Chief Executive Officer,

Officer, continues to control our Company through his beneficial ownership of 50.17% 50.2% of our outstanding Ordinary Shares and, together with his spouse, Karen Liew, our Executive Director, beneficially own 64.53% owns 64.5% of our outstanding Ordinary Shares. As a result, so long as Victor Hoo beneficially owns more than 50% of the outstanding Ordinary Shares, he will be able to effectively control our decisions and will be able to elect a majority of the members of our Board of Directors. Victor Hoo will also be able to direct our actions in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses, and may cause us to make acquisitions that increase the amount of our indebtedness or number of outstanding shares of our capital stock.

As a "controlled company" under

under the rules of the Nasdaq Capital Market, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

Victor Hoo, our Chairman and Chief Executive Officer

Officer beneficially owns voting stock that provides him with approximately 50.17% 50.2% of our outstanding Ordinary Shares. As long as Mr. Hoo owns in excess of 50% of our Ordinary Shares, we will be a "controlled company" as defined under the listing rules of The Nasdaq Stock Market LLC.

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Our Memorandum and Articles of Association contain

contains certain provisions that could limit the ability of others to acquire control of our company, including provisions that:

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We may not be able to pay any dividends on

on our ordinary shares in the future due to BVI law.

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We may lose our foreign private issuer

status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private

issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

A possible "short squeeze"

due to a sudden increase in demand of our Ordinary Shares that largely exceeds supply may lead to price volatility in our Ordinary Shares.

Investors may purchase our Ordinary Shares

to hedge existing exposure in our Ordinary Shares or to speculate on the price of our Ordinary Shares. Speculation on the price of our Ordinary Shares may involve long and short exposures. To the extent aggregate short exposure exceeds the number of our Ordinary Shares available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our Ordinary Shares for delivery to lenders of our Ordinary Shares. Those repurchases may in turn, dramatically increase the price of our Ordinary Shares until investors with short exposure are able to purchase additional Ordinary Shares to cover their short position. This is often referred to as a "short squeeze." A short squeeze could lead to volatile price movements in our Ordinary Shares that are not directly correlated to the performance or prospects of our Ordinary Shares and once investors purchase the Ordinary Shares necessary to cover their short position the price of our Ordinary Shares may decline.

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The Warrants and the Pre-Funded Warrants

The Warrants and the Pre-Funded Warrants offered

The Warrants are speculative in nature.

The Warrants offered in this offering do not

in this offering do not confer any rights of Ordinary Share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire Ordinary Shares at a fixed price for a limited period of time. in the case of Warrants or until fully exercised, in the case of Pre-Funded Warrants. Specifically, commencing on the date of issuance, holders of the Warrants and Pre-Funded Warrants may exercise their right to acquire the Ordinary Shares and pay an assumed exercise price of $[●] $2.57 per Ordinary Share, and accompanying Warrant and $[●] per Pre-Funded Warrant and accompanying Warrant ([●]% of prior to five years from the assumed combined public offering price date of an Ordinary Share and accompanying Warrant, issuance, in the case of a Warrant and such exercise price minus $0.001, in the case of Series A Pre-Funded Warrant), Warrants, and prior to [●] years 18 months from the date of issuance in the case of the Series B Warrants. and until fully exercised, in After the case fifth anniversary date of Pre-Funded issuance, any unexercised Series A Warrants will expire and have no further value. After the [●] 18-month anniversary date of issuance, any unexercised Series B Warrants will expire and have no further value. Moreover, following this offering, the market value of the Warrants is uncertain and there can be no assurance that the market value of the Warrants, if any, will equal or exceed their public offering prices. There can be no assurance that the market price of the Ordinary Shares will ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of Warrants to exercise the Warrants.

Holders of the Warrants and Pre-Funded Warrants

Warrants will have no rights as a shareholder until they acquire our Ordinary Shares.

Until holders of the Warrants or Pre-Funded warrants

Warrants acquire Ordinary Shares upon exercise of those warrants, the holders will have no rights with respect to the Ordinary Shares issuable upon exercise of those warrants. Upon exercise of those warrants, the holder will be entitled to exercise the rights of an Ordinary a shareholder as to the security exercised purchased Ordinary Shares only as to matters for which the record date occurs after the such exercise.

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In addition, changing laws, regulations and standards

relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as regulatory and governing bodies provide new guidance. These factors could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We will continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business could be adversely affected.

As a result of disclosure of information as a

public company, our business and financial condition have become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If the claims are successful, our business operations and financial results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business operations and financial results. These factors could also make it more difficult for us to attract and retain qualified colleagues, executive officers and Board members.

We also expect that operating as a public company

will make it more difficult and more expensive for us to obtain director and officer liability insurance on the terms that we would like.

As a result, it may be more difficult for us to attract and retain qualified people to serve on our Board, our Board committees or as executive officers.

In order to raise additional capital, we may in

in the future offer additional Ordinary Shares or other securities convertible into or exchangeable for our common stock. Ordinary Shares. Investors purchasing our Ordinary Shares or other securities in the future could have rights superior to existing holders of Ordinary Shares, and the price per share at which we sell additional Ordinary Shares of our common stock or other securities convertible into or exchangeable for our common stock Ordinary Shares in future transactions may be higher or lower than the combined offering price per Ordinary Share and accompanying Series A Warrant and Series B Warrant.

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To the extent shares are issued under outstanding options and warrants at exercise prices lower than the public offering price of our common stock in this offering, including the shares underlying the Pre-Funded Warrants, holders will incur further dilution.

We may lose our foreign private issuer status

in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer,

and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act.

In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

Share will be substantially higher than the pro forma as adjusted net tangible book value per share of the outstanding Ordinary Shares immediately after this offering. Based on an assumed combined public offering price of $[●] $2.57 per Ordinary Share and accompanying Series A Warrant and Series B Warrant, the closing sale price of our Ordinary Shares on Nasdaq on [●], December 6, 2023, and our net tangible book value as of [●], June 30, 2023, if you purchase our Securities (assuming no sale of Pre-Funded Warrants) in this offering you will pay more for your Ordinary Shares than the amounts paid by our existing stockholders shareholders for their Ordinary Shares and you will suffer immediate dilution of approximately $[●] $1.9935 per Ordinary Share in pro forma as adjusted net tangible book value. In addition, the Ordinary Shares issuable upon the exercise of the Warrants to be issued pursuant to the offering will further dilute the ownership interest of shareholders not participating in this offering and holders of Warrants who have not exercised their Warrants. As a result of this dilution, investors purchasing Securities in this offering may receive significantly less than the full purchase price that they paid for the Ordinary Shares purchased in this offering in the event of a liquidation. To the extent Ordinary Shares are issued under outstanding options and warrants at exercise prices lower than the public offering price of our Ordinary Shares in this offering, including the Ordinary Shares underlying the Pre-Funded Warrants, holders will incur further dilution.

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A possible "short squeeze" due

to a sudden increase in demand of our Ordinary Shares that largely exceeds supply may lead to price volatility in our Ordinary Shares.

Investors may purchase our Ordinary Shares to

hedge existing exposure in our Ordinary Shares or to speculate on the price of our Ordinary Shares. Speculation on the price of our Ordinary Shares may involve long and short exposures. To the extent aggregate short exposure exceeds the number of our Ordinary Shares available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our Ordinary Shares for delivery to lenders of our Ordinary Shares. Those repurchases may in turn, dramatically increase the price of our Ordinary Shares until investors with short exposure are able to purchase additional Ordinary Shares to cover their short position. This is often referred to as a "short squeeze." A short squeeze could lead to volatile price movements in our Ordinary Shares that are not directly correlated to the performance or prospects of our Ordinary Shares and once investors purchase the Ordinary Shares necessary to cover their short position the price of our Ordinary Shares may decline.

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In addition to rights and remedies available to

to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement including: (i) timely delivery of shares; (ii) agreement to not enter into variable rate financings for [●] 90 days from closing, subject to certain exceptions;

(iii) agreement to not enter into any financings for [●] 60 days from closing; and (iv) indemnification for breach of contract.

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Use of proceeds 14 changes

1 unchanged paragraph

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 acquisition ([●]%). 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.

General Working Capital

Business and Team Expansion

Specific Industry-Focused Acquisition

price of $[●] $2.57 per Ordinary Share and accompanying Series A Warrant and Series B Warrant and assuming no sale of Pre-Funded Warrants in this offering, we estimate that we will receive net proceeds of approximately $4,184,049 from this offering, after deducting the placement agent fees and estimated offering expenses payable by us, of approximately $[●]. $815,950. However, because this is a reasonable "best-efforts" offering and there is no minimum offering amount required as a condition to the closing of this offering, we may not sell any or all of the Securities offered and the actual offering amount, the placement agent fees and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus.

A $1.00 increase or decrease in the

assumed combined public offering price of $2.57 per Ordinary Share and accompanying Series A Warrant and Series B Warrant would increase or decrease the net proceeds from this offering by approximately $1,789,883.31, assuming that the number of Ordinary Shares and Warrants offered by us, as set forth on the cover page of this prospectus, remains the same and assuming no sale of Pre-Funded Warrants and after deducting the estimated placement agent fees and estimated offering expenses payable by us. An increase or decrease of 100,000 in the number of Ordinary Shares and accompanying Warrants offered by us would increase or decrease our proceeds by approximately $236,440, assuming the assumed combined public offering price of $2.57 per Ordinary Share and accompanying Warrants remains the same, and after deducting placement agent fees and estimated offering expenses payable by us. If the proceeds decrease for any reason, then we would proportionally reduce the amount of the net proceeds directed to the items set forth in the paragraph below relative to each item's respective percentage allocation.

We currently plan to use the net proceeds we receive

from this offering and any proceeds from the exercise of Warrants to engage in (i) client initial public offerings investment (25%);

(ii) strategic acquisitions of businesses (25%); (iii) financing initiatives (25%); (iv) research and development for technology related areas (15%); and (v) team expansion (10%). We have not currently identified any targets for acquisition or financing initiatives.

Client Initial Public Offerings Investment

Strategic Acquisitions

Financing Initiatives

Technology - Research and Development (R&D)

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Capitalization 8 changes

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Six months ended June 30, 2023

Cash and cash equivalents

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 to Exchange Listing, LLC pursuant to the anti-dilution clause in their consulting agreement; (iii) the issuance of 688,245 shares to Exchange Listing, LLC pursuant to their consulting agreement with the Company; (iv) 229,453 Ordinary Shares to Exchange Listing, LLC pursuant to the exercise of warrants at an exercise price of $4.00 per share; (v) 74,793 Ordinary Shares to Boustead Securities, LLC pursuant to the exercise of warrants at an exercise price of $4.00 per share; (vi) 286,533 shares to Zcity as consideration for its services; and (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 [●] 1,945,525 Ordinary Shares and accompanying Series A Warrants to purchase [●] 1,945,525 Ordinary Shares and Series B Warrants to purchase 1,945,525 Ordinary Shares in this offering, at an assumed combined public offering price of $[●] $2.57 per Ordinary Share and accompanying Series A Warrant and Series B Warrant (assuming no sale of Pre-Funded Warrants in this offering), for net proceeds of approximately $4,184,049, after deducting placement agent fees and estimated offering expenses payable by us.

You should read this capitalization table in conjunction

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, 4, 2023.

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36,292,259 Ordinary Shares issued and outstanding

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 [●] 39,973,104 Ordinary Shares issued and outstanding on a pro forma as adjusted basis $ 7,941,269 9,041,269 [● ] $ 10,491,270 $ 15,491,270 Accumulated other comprehensive income (loss) [● ] Reserve $ 1,672,143 $ 1,672,143 [● ] $ 1,672,143 Retained Earnings $ 5,882,566 5,782,566 [● ] $ 5,882,566 $ 5,882,566 Total shareholders' equity $ 15,495,978 16,495,978 [● ] $ 18,045,979 $ 23,045,979 Total capitalization $ 16,085,063 17,085,063 [● ] $ 18,635,064 $ 23,635,064 (1) The number of shares of our Ordinary Shares to be outstanding after this offering is based on [●] 38,027,579 Ordinary Shares outstanding as of [●], December 8, 2023 and excludes:

1 unchanged paragraph

up to [●] 3,891,050 Ordinary Shares issuable upon the exercise of the Warrants offered hereby; and up to [●] 155,642 Ordinary Shares issuable upon the exercise of the Placement Agent's Agent Warrants offered hereby.

Dilution 19 changes

380,000 Ordinary Shares in aggregate to certain of our executive officers and employees pursuant to their employment agreements;

If you invest in our Ordinary Shares, your interest

interest will be immediately diluted $[●] $1.9935 per Ordinary Share, representing the difference between the combined public offering price per Ordinary Share and accompanying Series A Warrant and Series B Warrant and our pro forma as adjusted net tangible book value per Ordinary Share of $[●] $0.5765 as of June 30, 2023, after giving effect to this offering at an assumed combined public offering price of $[●] $2.57 per Ordinary Share and accompanying Series A Warrant and Series B Warrant, assuming that no Pre-Funded Warrants are sold in this offering. Dilution results from the fact that the public offering price per Ordinary Share is substantially in excess of the pro forma as adjusted book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Ordinary Shares.

Dilution results from the fact that the public offering price per Ordinary Share is substantially in excess of the pro forma as adjusted book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Ordinary Shares.

Our net tangible book value as of June 30, 2023

2023 was $15.5 million or $0.4270 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 as adjusted net tangible book value per Ordinary Share, after giving effect to the proceeds we will receive from this offering, from the assumed combined public offering price of $[●] $2.57 per Ordinary Share and accompanying Series A Warrant and Series B Warrant, the closing price of our Ordinary Shares on [●], December 6, 2023 and after deducting placement agent fee and estimated offering expenses payable by us.

After giving effect to issuance of (i) 380,000

Ordinary Shares in aggregate to certain of our executive officers and employees pursuant to their employment agreements; (ii) the issuance of 47,924 Ordinary Shares to Exchange Listing, LLC pursuant to the anti-dilution clause in their consulting agreement; (iii) 688,245 shares to Exchange Listing, LLC pursuant to their consulting agreement with the Company; (iv) 229,453 Ordinary Shares to Exchange Listing, LLC pursuant to the exercise of warrants at an exercise price of $4.00 per share; (v) 74,793 Ordinary Shares to Boustead Securities, LLC pursuant to the exercise of warrants at an exercise price of $4.00 per share; (vi) 286,533 Ordinary Shares to ZCITY as consideration for its services; and (vii) 28,372 Ordinary Shares to Outside The Box Capital Inc. as the first tranche payment for its services, our pro forma net tangible book value as of June 30, 2023 would have been approximately $[●], $18.05 million, or approximately $[●] $0.4745 per Ordinary Share.

After giving further effect to the sale of the

the Ordinary Shares and accompanying Series A Warrants and Series B Warrants offered in this offering at an assumed combined public offering price of $[●] $2.57 per Ordinary Share and accompanying Series A Warrant and Series B Warrant, which is based on the estimated public offering price set forth on the cover page of this prospectus and after deduction of placement agent fees and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2023 would have been approximately $[●] $23.05 million or $[●] $0.5765 per Ordinary Share. This represents an immediate increase in net tangible book value of $[●] $0.1496 per Ordinary Share to the existing shareholders and an immediate dilution in net tangible book value of $[●] $1.9935 per Ordinary Share to investors purchasing our Securities in this offering.

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offering price per Ordinary Share and accompanying Warrant

Historical net tangible book value per share as of June 30, 2023

Assumed public offering

price per Ordinary Share and accompanying Series A Warrant and Series B Warrant $ 2.57 Historical net tangible book value per share as of June 30, 2023 $ 0.4270 Increase in net tangible book value per Ordinary Share attributable to the pro forma adjustments described above [●] $ 0.0476 Pro forma net tangible book value per Ordinary Share as of June 30, 2023 [●] $ 0.4745 Increase in pro forma net tangible book value per Ordinary Share after giving effect to the offering [●] $ 0.102 Pro forma as adjusted net tangible book value per Ordinary Share as of June 30, 2023 after the offering [●] $ 0.5765 Dilution per Ordinary Share to investors in this public offering (decrease) in the assumed combined public offering price of $[●] $2.57 per Ordinary Share and accompanying Series A Warrant and Series B Warrant, would increase the pro forma as adjusted net tangible book value per share by $[●], $0.05, and increase dilution to new investors by $[●] $0.9513 per share, in each case assuming that the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting placement agent fees and estimated offering expenses payable by us.

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and (vii) 28,372 Ordinary Shares to Outside The Box Capital Inc. as the first tranche payment for its services.

The pro forma as adjusted information discussed

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.

The number of Ordinary Shares outstanding

outstanding as of June 30, 2023, as shown above, is based on 36,292,259 Ordinary Shares issued to shareholders as of that date plus the issuance of (i) 380,000 Ordinary Shares in aggregate issued 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 issuance of 688,245 shares issued to Exchange Listing, LLC pursuant to their consulting agreement with the Company; (iv) 229,453 Ordinary Shares issued to Exchange Listing, LLC pursuant to the exercise of warrants at an exercise price of $4.00 per share; (v) 74,793 Ordinary Shares issued to Boustead Securities, LLC pursuant to the exercise of warrants at an exercise price of $4.00 per share; (vi) 286,533 Ordinary Shares to ZCITY as consideration for its services; and (vii) 28,372 Ordinary Shares to Outside The Box Capital Inc. as the first tranche payment for its services.

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Management 17 changes

The following are our executive officers and directors

following are our executive officers and directors and their respective ages and positions as of October 31, December 8, 2023.

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and Chief Executive Officer. Mr. Hoo is a seasoned corporate consultant board member and senior management of several private and public listed companies. He has accumulated15 years of experience across Asia, Australia, Europe, UK and the US in diversified industries which encompasses IT, real estate, telecom, aerospace, security, defense, mining, HCM, fintech, blockchain, entertainment, hospitality and education. Under his belt, VCI Global currently manages a portfolio of more than forty (40) publicly listed clients in Malaysia. From 2013 to 2018, Mr. Hoo was the Chief Financial Officer, Chief Investor Relations Officer and Board member of V Capital Consulting limited.

Under his belt, VCI Global currently manages a portfolio of more than forty (40) publicly listed clients in Malaysia. From 2013 to 2018, Mr. Hoo was the Chief Financial Officer, Chief Investor Relations Officer and Board member of V Capital Consulting Limited. Mr. Hoo graduated with a Bachelor of Arts from the University of Queensland in International Relations and Japanese, a Postgraduate in Law from the University of London, and obtained an Oxford Blockchain Programme Certificate from Said Business School, Oxford University.

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Carlson Thow is our Chief Legal Officer.

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. (in association with KPMG Law) 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.

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Thow Carlson is our Chief Legal Officer.

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.

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. Deric Wong has worked for the V Capital group since March 2023. Mr. Deric Wong has over 22 years of experience in the digital marketing industry and his responsibilities include planning, developing, and executing the Company's organization's marketing strategies. Prior to joining the V Capital Group, Mr. Deric Wong is the Co-founder and Managing Director of LOCUS-T Sdn Bhd, a prominent digital marketing agency in Malaysia with a notable client portfolio, serving over 7,000 small and medium enterprises and multinational corporations since 2018. Mr. Deric Wong holds an Advanced Diploma in Business Studies from Informatics College in Malaysia.

Marco Baccanello is a Director. Mr. Baccanello

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.

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Mr. Khoo founded Imej Jiwa Communications in 2012. Previously, he worked as an investment banker in AmInvestment Bank, Maybank Investment Bank and OSK Investment Bank. Mr. Khoo has undertaken a large number of IPOs and secondary placement, book-running and underwriting assignments during his tenure with the investment banks. Mr. Khoo has a BA (Hons) in Accounting and Financial Management from the University of Sheffield, England. He has worked in Dublin, Ireland as a trainee accountant. He is also a member of the Association of Chartered Certified Accountants (FCCA).

Stanley Khoo Karen Liew is an Executive Director.

Since the inception of the Company, Ms. Liew has been holding the position as a Director overseeing the overall company's business operations, general administrative and human resources matters, liaising with stakeholders in order to drive strategic company growth and is responsible for the overall performance of the business. Besides that, Ms. Liew also manages the development, implementation and execution of strategic marketing plans for the company. Ms. Liew has a diploma in Art and Design.

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Karen Liew is an Executive Director. Since

the inception of the Company, Ms. Liew has been holding the position as a Director overseeing the overall company's business operations, general administrative and human resources matters, liaising with stakeholders in order to drive strategic company growth and is responsible for the overall performance of the business. Besides that, Ms. Liew also manages the development, implementation and execution of strategic marketing plans for the company. Ms. Liew has a diploma in Art and Design.

Principal stockholders 5 changes

1 unchanged paragraph

as of October 31, December 8, 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.

1 unchanged paragraph

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 October 31, December 8, 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 October 31, December 8, 2023, and [●] after this offering 39,973,104 of our Ordinary Shares after this offering.

2 unchanged paragraphs

Name and Address of Beneficial Owner (1)

11 unchanged paragraphs

Officers and Directors as a Group (total of 16 15 persons)

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

Description of the securities 22 changes

5 unchanged paragraphs

number of Ordinary Shares of no par value each. As of October 31, December 8, 2023, there were 38,027,579 Ordinary Shares issued and outstanding.

58 unchanged paragraphs

the number and classes of shares in respect of which he dissents (which must be all shares that he holds in the Company); and (c) include a demand for payment of the fair value of his shares.

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with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an "interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target's outstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on in which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target's board of directors.

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

term "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.

"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 [●]% 4.99% (or, [●]%), upon election of the holder, 9.99%), 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 Series A Warrants and Series B 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.

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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%.

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The following summary of certain terms and provisions

provisions of the Warrants offered hereby is not complete and is subject to, and qualified in its entirety by the form of Series A Warrant and Series B 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 the form of Series A Warrant and Series B Warrant.

The Series A Warrants entitle the registered holder to

holder to purchase Ordinary Shares at a an assumed exercise price equal to $[ ] $2.57 per share (100% of an assumed combined offering price per Ordinary Share and Series A Warrant and Series B Warrant, which was the closing price of our Ordinary Shares on Nasdaq on December 6, 2023), 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.

The Series B Warrants entitle the registered

holder to purchase Ordinary Shares at an assumed exercise price equal to $2.57 per share (100% of an assumed combined offering price per Ordinary Share and Series A Warrant and Series B Warrant, which was the closing price of our Ordinary Shares on Nasdaq on December 6, 2023), subject to adjustment as discussed below, immediately following the issuance of such warrant and terminating at 5:00 p.m., New York City time, 18 months after the closing of this offering.

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Duration, Exercisability and Form. . The

The Warrants are exercisable at any time after their original issuance and at any time up to the date that is five years after their original issuance, in the case of the Series A Warrants, and 18 months after their original issuance, in the case of the Series B Warrants.

Warrants are exercisable at any time after their original issuance and at any time up to the date that is [ ] years after their original issuance. The Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date to the Company, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. Under the terms of the Warrant, we must use our best efforts to maintain the effectiveness of the registration statement and current prospectus relating to Ordinary Shares issuable upon exercise of the Warrants until the expiration of the Warrants. If we fail to maintain the effectiveness of the registration statement and a current prospectus relating to the Ordinary Shares issuable upon exercise of the Warrants, the holders of the Warrants will have the right to exercise the Warrants solely via a cashless exercise feature provided for in the Warrants, until such time as there is an effective registration statement and a current prospectus. The Warrants will be issued separately from the Ordinary Shares or the Pre-Funded Warrants, as the case may be, and may be transferred separately immediately thereafter. The Warrants will be issued in certificated form only.

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Exercise Price. The exercise price of the

Warrants is $[●] per Ordinary Share ([●]% of the assumed combined offering price per Ordinary Share and accompanying Warrant).

Exercise Price. The assumed exercise

price of the Warrants is $2.57 per Ordinary Share (100% of the assumed combined offering price per Ordinary Share and accompanying Series A Warrant and Series B Warrant, which was the closing price of our Ordinary Shares on Nasdaq on December 6, 2023). 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.

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Our Ordinary Shares are listed on the Nasdaq Capital

Capital Market under the symbol "VCIG". .

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Plan of distribution 27 changes

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October 13, 2023, we have engaged the Placement Agent StockBlock to act as our exclusive placement agent to solicit offers to purchase the Securities offered by this prospectus. The Placement Agent is not purchasing or selling any the Securities, nor is it required to arrange for the purchase and sale of any specific number or dollar amount of the Securities, other than to use its "reasonable best efforts" to arrange for the sale of the Securities by us. Therefore, we may not sell all of the Securities being offered. The terms of this offering were subject to market conditions and negotiations between us, the Placement Agent and prospective investors. The Placement Agent will have no authority to bind us. This is a reasonable best-efforts offering and there is no minimum offering amount required as a condition to the closing of this offering. The Placement Agent may retain sub-agents and selected dealers in connection with this offering.

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and (ii) a covenant to not enter into any equity financings for [●] from closing of the offering, subject to certain exceptions.

will have the option to execute a securities purchase agreement with us. In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers which enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract is material to larger purchasers in this offering as a means to enforce the following covenants uniquely available to them under the securities purchase agreement: (i) a covenant to not enter into variable rate financings for a period of [●] 90 days following the closing of the offering, subject to an exception; certain exceptions, and (ii) a covenant to not enter into any equity financings for 60 days from closing of the offering, subject to certain exceptions.

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issuer representations and warranties on matters such as organization, qualification, authorization, no conflict, no governmental filings required, current in SEC filings, no litigation, labor or other compliance issues, environmental, intellectual property and title matters and compliance with various laws such as the Foreign Corrupt Practices Act; and covenants regarding matters such as registration of warrant shares, no integration with other offerings, filing of a 6-K to disclose entering into these securities purchase agreements, no shareholder rights plans, no material nonpublic information, use of proceeds, indemnification of purchasers, reservation and listing of Ordinary Shares, and no subsequent equity sales for [●] 60 days.

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We have agreed to pay the Placement Agent an aggregate

an aggregate cash fee equal to [●]% 8% of the aggregate gross proceeds received in the offering. We will reimburse pay the Placement Agent a non-accountable expense allowance of up to $[●], $50,000, its accountable legal fees and expenses in an amount up to $[●] $150,000, and clearing expenses of $[●]. in an amount up to $15,950 in connection with this offering.

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The following table shows

paid or payable by us, exclusive of the placement Agent's cash fee of [●]% of the gross proceeds agent fees and expenses described above, will be approximately $[●] million. $200,000. After deducting the placement Agent's agent fees and our estimated expenses in connection with this offering, we expect the net proceeds from this offering will be approximately $[●] million $4,184,049 (based on an assumed combined public offering price per Ordinary Share and accompanying Series A Warrant and Series B Warrant of $[●], $2.57), which was the last reported sales price of our Ordinary Shares on Nasdaq on [●], December 6, 2023.

shows the per Ordinary Share and accompanying Series A Warrant and Series B Warrant and per Pre-Funded Warrant and accompanying Series A Warrant and Series B Warrant and total placement agent fees in connection with the sale of the Securities in this offering.

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Accompanying Warrant

Public offering price

Placement Agent's Warrants

Accompanying Warrants

Proceeds before expenses to us (3)

Placement Agent fees Warrants

In addition, we have agreed to issue to the Placement

Placement Agent or its designees the Placement Agent's Agent Warrants, to purchase up to [●]% 8% of the aggregate number of Ordinary Shares sold placed in this offering (including shares underlying any Pre-Funded Warrants), at an exercise price equal to [●]% 125% of the combined public offering price per Ordinary Share and accompanying Series A Warrant and Series B Warrant to be sold in this offering. The Placement Agent's Agent Warrants will be exercisable upon 180 days after issuance and will expire [●] five years from the commencement of sales under this offering.

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registration statement registering, or the prospectus contained therein is not available for the resale of warrant shares by the holders of the Placement Agent's Agent Warrants, then the Placement Agent's Agent Warrants may be exercised, in whole or in part, at such time by means of a "cashless exercise" in which the holders shall be entitled to receive a number of warrant shares as calculated in the Placement Agent's Agent Warrants.

The Placement Agent's Agent Warrants provide for customary

customary anti-dilution provisions (for share dividends, splits and recapitalizations and the like) consistent with FINRA Rule 5110.

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In the event that any

We and Each of our officers

and directors have agreed with the Placement Agent to be subject to a lock-up period of [●] 60 days following the date of closing of the offering pursuant to this prospectus. offering. This means that, during the applicable lock-up period, we and such persons may not offer, for sale, sell, contract to sell, sell, distribute, grant any option, right or warrant to purchase, pledge, hypothecate, pledge or otherwise dispose of, directly or indirectly, any of our Ordinary Shares or any securities convertible, into, exchangeable or exercisable or exchangeable for, into Ordinary Shares, subject to customary exceptions. The Placement Agent may waive the terms of these lock-up agreements in its sole discretion and without notice. In addition, we have agreed to not issue any securities that are subject to a price reset based on the trading prices of our Ordinary Shares or upon a specified or contingent event in the future or enter into any agreement to issue securities at a future determined price for a period of [●] following the closing date of this offering, subject to exceptions. The Placement Agent may waive this prohibition in its sole discretion and without notice.

We have agreed that,

except for certain exempt issuances described in the securities purchase agreement, for a period of 60 days following the closing of this offering, we will not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Ordinary Shares or Ordinary Share equivalents, or (ii) file any registration statement or amendment or supplement thereto, other than the prospectus or filing a registration statement on Form S-8 in connection with any employee benefit plan.

In addition, we have

agreed, with certain exceptions, that for a period of 90 days following the closing of this offering, we will not enter into a Variable investors that were contacted by the Placement Agent or were introduced to us by the Placement Agent during the term of our engagement letter with the Placement Agent provide any capital to us in a public or private offering or other financing or capital-raising transaction of any kind (each, a "Tail Financing") within eighteen months following the termination or expiration of our engagement letter with the placement agent, we shall pay the Placement Agent the cash and warrant compensation provided above on the gross proceeds raised in such Tail Financing from such investors.

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Expenses relating to this offering 2 changes

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Transfer agent fee and expenses

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* To be filed by amendment.

Legal matters 1 change

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Ference Carmel LLP with respect to legal matters of United States federal securities law. The validity of the Ordinary Shares offered by this prospectus and legal matters as to BVI law only will be passed upon for us by Carey Olsen (BVI) L.P. Sichenzia Ross Ference Carmel LLP may rely upon Carey Olsen (BVI) L.P. with respect to matters governed by British Virgin Islands law only. [●], Haynes and Boone, LLP, New York, New York is acting as counsel to the Placement Agent.

Where you can find additional information 13 changes

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We will provide upon request to each person, including

including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. Our website address is https://v-capital.co/.com. https://v-capital.co. Information contained in our website is not part of this prospectus. You may request a copy of these filings, excluding the exhibits to such filings which we have not specifically incorporated by reference in such filings, at no cost, by writing to or calling us at:

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Up to [●] Ordinary Shares

Ordinary Shares Underlying the Warrants and

Up to 1,945,525 Ordinary Shares

Pre-Funded Warrants to Purchase Up to [●] 1,945,525

Series A Warrants to Purchase Up to [●] Ordinary 1,945,525

Placement Agent Series B Warrants to Purchase Up to [●] 1,945,525

Placement Agent Warrants to Purchase Up

to 155,642 Ordinary Shares

Ordinary Shares Underlying Series A Warrants

Ordinary Shares Underlying Series B Warrants

Ordinary Shares Underlying Pre-Funded Warrants

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Recent sales of unregistered securities 6 changes

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On May 3, 2022, the Company issued 229,453 Ordinary

Ordinary Shares to Exchange Listing, LLC pursuant to the exercise of a warrant to purchase with an issuance date of 11 February 2022.

On May 7, 2023, the Company issued 74,793 Ordinary

Ordinary Shares to Boustead Securities, LLC pursuant to the exercise of a warrant to purchase with an issuance date of 17 April 2023.

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In March 2023, we issued a five-year warrants warrant

to purchase 250,000 Ordinary Shares to Exchange Listing, LLC as part of their consulting compensation. The exercise price of the warrant is $4.00 per Ordinary Share.

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Undertakings 33 changes

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(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

are being made, a post-effective amendment to this registration statement:

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For determining liability of the undersigned registrant

(5) For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a) Any preliminary prospectus or prospectus of the undersigned

undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

Any free writing prospectus relating to the offering

(b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned registrant;

The portion of any other free writing prospectus

(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (d) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 of the Company's Registration on Form F-1 filed on March 16, 2023).

Form of Series A Warrant for the Purchase of Ordinary Shares

Form of Series B Warrant for the Purchase of Ordinary Shares

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Form of Placement Agent

Warrant for the Purchase of Ordinary Shares

Warrant Issued to Exchange Listing, LLC (incorporated by reference to Exhibit 4.2 of the Company's Registration on Form F-1 filed on March 16, 2023).

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Employment Agreement, dated January 1, 2022 between Stanley Khoo and V Capital Kronos Berhad (incorporated by reference to Exhibit 10.4 of the Company's Registration on Form F-1 filed on March 16, 2023).

Employment Agreement, dated January 1, 2022 between Victor Hoo and the V Capital Kronos Berhad (incorporated by reference to Exhibit 10.1 of the Company's Registration on Form F-1 filed on March 16, 2023).

Employment Agreement, dated January 1, 2022 between Karen Liew and V Capital Kronos Berhad (incorporated by reference to Exhibit 10.2 of the Company's Registration on Form F-1 filed on March 16, 2023).

Employment Agreement, dated January 1, 2022 between Vincent Hong and V Capital Kronos Berhad (incorporated by reference to Exhibit 10.3 of the Company's Registration on Form F-1 filed on March 16, 2023).

Capital Market Advisory Agreement dated February 1, 2022 between the Registrant and Exchange Listing, LLC. (incorporated by reference to Exhibit 10.5 of the Company's Registration on Form F-1 filed on March 16, 2023).

Employment Agreement, dated January 1, 2022 between Ang Zhi Feng and V Capital Kronos Berhad (incorporated by reference to Exhibit 10.6 of the Company's Registration on Form F-1 filed on March 16, 2023).

Employment Agreement, dated January 1, 2022 between Vivian Yong Hui Wun and V Capital Kronos Berhad (incorporated by reference to Exhibit 10.7 of the Company's Registration on Form F-1 filed on March 16, 2023).

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Subsidiaries of the Registrant

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Company's Registration on Form F-1 filed on March 16, 2023) 23.1 Consent of WWC, PC.

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Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.2) Filing Fee Table + To be filed by amendment. Indicates a management contract or compensatory plan.

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Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Kuala Lumpur, Malaysia on October 31, December 8, 2023.

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Pursuant to the requirements of the Securities

to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

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/s/ Marco Baccanello

/s/ Alex Chua Siong Kiat

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/s/ Fern Allen Thomas