VCI Global: securities offering (amended)

Cover page 30 changes

ea189719-f1a1_vciglobal.htm

ea191310-f1a2_vciglobal.htm

AMENDMENT NO. 1 2 TO FORM F-1

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SUBJECT TO COMPLETION DATED DECEMBER JANUARY 8, 2024

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Up to 1,945,525 Ordinary Shares

Up to 2,673,796 Ordinary Shares

Pre-Funded Warrants to Purchase Up to 1,945,525 2,673,796

Series A Warrants to Purchase Up to 1,945,525 2,673,796

Series B Warrants to Purchase Up to 1,945,525 2,673,796

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to 155,642 Ordinary Shares

to 213,903 Ordinary Shares

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basis up to 1,945,525 2,673,796 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 2,673,796 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 2,673,796 Ordinary Shares, at an assumed combined public offering price of $2.57 $1.87 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. January 4, 2024. The Series A Warrants and the Series

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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 $1.87 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), January 4, 2024), 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 $1.87 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), January 4, 2024), will be exercisable upon issuance and will expire 18 months from the date of issuance.

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Shares. The purchase price of each Pre-Funded Warrant is $2.569 $1.869 (which is equal to the assumed combined public offering price per Ordinary

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

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

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Ordinary Share and accompanying Series A Warrant and Series B Warrant of $2.57, $1.87, and (ii) Pre-Funded Warrant and accompanying Series A

Warrant and Series B Warrant of $2.569, $1.869, 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.

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Capital Market under the symbol "VCIG". On December 6, 2023, January 4, 2024, the last reported sales price of the Ordinary Shares on the Nasdaq

Nasdaq Capital Market was $2.57. $1.87. 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, StockBlock Securities, LLC ("StockBlock"

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2023 2024 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)

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Public offering price

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Proceeds before expenses to us (3)

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We expect to deliver the Securities offered hereby

hereby against payment in New York, New York on or about [ ● ] , 2023, 2024, subject to satisfaction of customary closing conditions.

The date of this prospectus is __________, 2023

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The offering 21 changes

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Up to 1,945,525 Ordinary Shares and accompanying

Up to 2,673,796 Ordinary Shares and

accompanying Series A Warrants to purchase up to 1,945,525 2,673,796 Ordinary Shares and Series B Warrants to purchase 1,945,525 2,673,796 Ordinary Shares at an assumed combined public offering price of $2.57 $1.87 per Ordinary Share and Series A Warrant and Series B Warrant. Each Warrant will have an assumed exercise price of $2.57 $1.87 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 is immediately separable upon issuance and will be issued separately in this offering.

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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 assumed combined offering price of each Pre-Funded Warrant and accompanying Series A Warrant and Series B Warrant is $2.569 $1.869 (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.

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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price of $2.57 $1.87 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.

Each Series B Warrant will have an assumed

Series B Warrant will have an assumed exercise price of $2.57 $1.87 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, subject

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. " Lock-Up Agreements All of our executive officers and directors will enter into lock-up agreements with the Placement Agent.

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$1.87 per Ordinary Share

$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 January 4, 2024, and $2.569 $1.869 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 January 4, 2024, minus $0.001.

Ordinary Shares outstanding prior to this offering 1

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39,973,104 Ordinary Shares

Placement Agent Warrants

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

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of which this prospectus is a part also registers the Placement Agent Warrants to purchase up to 155,642 213,903 Ordinary Shares (equal to 8% of the aggregate number of Ordinary Shares (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 Warrants. The Placement 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 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.

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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 Warrants offered hereby.

after this offering is based on 38,027,579 Ordinary Shares outstanding as of December January 8, 2023 2024 and excludes:

250,000 Ordinary Shares issuable upon the exercise of warrants issued to Exchange Listing, LLC, at an exercise price of $4.00 per Ordinary Share; up to 5,347,592 Ordinary Shares issuable upon the exercise of the Warrants offered hereby; and up to 213,903 Ordinary Shares issuable upon the exercise of the Placement Agent Warrants offered hereby.

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1 As of January 8, 2024

Risk factors 2 changes

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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. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the Ordinary Shares and pay an assumed exercise price of $2.57 $1.87 per Ordinary Share, prior to five years from the date of issuance, in the case of the Series A Warrants, and prior to 18 months from the date of issuance in the case of the Series B Warrants. After the fifth anniversary date of 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.

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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 $1.87 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, January 4, 2024, 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 shareholders for their Ordinary Shares and you will suffer immediate dilution of approximately $1.9935 $1.3038 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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Use of proceeds 4 changes

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A $1.00 increase or decrease in the

price of $2.57 $1.87 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 $4,200,000 from this offering, after deducting the placement agent fees and estimated offering expenses payable by us, of approximately $815,950. $800,000. 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.

$1.00 increase or decrease in the assumed combined public offering price of $2.57 $1.87 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, $2,459,892, 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, $172,040, assuming the assumed combined public offering price of $2.57 $1.87 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.

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Client Initial Public Offerings Investment

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Dividend policy 2 changes

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Dividend Dividends will be paid to shareholders on a regular

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

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Capitalization 7 changes

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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 the sale of 1,945,525 2,673,796 Ordinary Shares and accompanying Series A Warrants to purchase 1,945,525 2,673,796 Ordinary Shares and Series B Warrants to purchase 1,945,525 2,673,796 Ordinary Shares in this offering, at an assumed combined public offering price of $2.57 $1.87 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, $4,200,000, after deducting placement agent fees and estimated offering expenses payable by us.

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Shareholders' equity:

36,292,259 Ordinary Shares issued and outstanding

months ended June 30, 2023

and cash equivalents

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 40,701,375 Ordinary Shares issued and outstanding on a pro forma as adjusted basis $ 7,941,269 $ 10,491,270 $ 15,491,270 15,491,269 Accumulated other comprehensive income (loss) Reserve $ 1,672,143 $ 1,672,143 $ 1,672,143 Retained Earnings $ 5,882,566 $ 5,882,566 $ 5,882,566 Total shareholders' equity $ 15,495,978 $ 18,045,979 $ 23,045,979 Total capitalization $ 16,085,063 $ 18,635,064 $ 23,635,064 23,635,063 (1) The number of our Ordinary Shares to be outstanding after this offering is based on 38,027,579 Ordinary Shares outstanding as of December January 8, 2023 2024, and excludes:

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to 3,891,050 Ordinary Shares issuable upon the exercise of the Warrants offered hereby; and up to 155,642 213,903 Ordinary Shares issuable upon the exercise of the Placement Agent Warrants offered hereby.

Dilution 5 changes

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interest will be immediately diluted $1.9935 $1.3038 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 $0.5662 as of June 30, 2023, after giving effect to this offering at an assumed combined public offering price of $2.57 $1.87 per Ordinary Share and accompanying Series A Warrant and Series B Warrant, assuming that no Pre-Funded Warrants are sold in this offering.

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2023 was $15.5 million or $0.4270 per Ordinary Share. 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 $1.87 per Ordinary Share and accompanying Series A Warrant and Series B Warrant, the closing price of our Ordinary Shares on December 6, 2023 January 4, 2024, and after deducting placement agent fee and estimated offering expenses payable by us.

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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 $1.87 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 $0.5662 per Ordinary Share. This represents an immediate increase in net tangible book value of $0.1496 $0.1392 per Ordinary Share to the existing shareholders and an immediate dilution in net tangible book value of $1.9935 $1.3038 per Ordinary Share to investors purchasing our Securities in this offering.

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Assumed public offering

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 0.5662 Dilution per Ordinary Share to investors in this public offering $ 1.3038 A $1.00 increase (decrease) in the assumed combined public offering price of $2.57 $1.87 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, $0.07, and increase dilution to new investors by $0.9513 $0.9343 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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Management 7 changes

following are our executive officers and directors and their respective ages and positions as of December January 8, 2023. 2024.

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Compensation of Directors and Executive

Under British Virgin Islands law, we are not

required to disclose compensation paid to our executive offices on an individual basis and we have not otherwise publicly disclosed this information elsewhere.

The following summary compensation table provides information regarding the compensation paid to our independent directors during our fiscal year ended December 31, 2023.

Alex Chua Siong Kiat

For the year ended December 31, 2023, the aggregate compensation accrued or paid to the members of our board of directors who are not executives and to our executive officers, including our directors who are also executives (Victor Hoo, Karen Liew and Vincent Hong) was $172,000 and $1,977,734.78, respectively. We have not set aside or accrued any amount to provide pension, retirement, or other similar benefits to our directors and executive officers.

Principal stockholders 6 changes

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as of December January 8, 2023 2024 with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of our voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group.

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of the voting stock is determined in accordance with the rules of the SEC and includes any shares of company voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days of December January 8, 2023. 2024. 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 December January 8, 2023, 2024, and 39,973,104 40,701,375 of our Ordinary Shares after this offering.

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Name and Address of Beneficial Owner (1)

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Henry Chai Chin Loong

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Deric Wong Wei Loong

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Alex Chua Siong Kiat

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Description of the securities 4 changes

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number of Ordinary Shares of no par value each. As of December January 8, 2023, 2024, there were 38,027,579 Ordinary Shares issued and outstanding.

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holder to purchase Ordinary Shares at an assumed exercise price equal to $2.57 $1.87 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), January 4, 2024), subject to adjustment as discussed below, immediately following the issuance of such warrant and terminating at 5:00 p.m., New York City time, five years after the closing of this offering.

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holder to purchase Ordinary Shares at an assumed exercise price equal to $2.57 $1.87 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), January 4, 2024), 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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price of the Warrants is $2.57 $1.87 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). January 4, 2024). 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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Plan of distribution 8 changes

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Delivery of the Securities offered hereby is expected

is expected to occur on or about [●], 2023, 2024, subject to satisfaction of certain customary closing conditions.

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paid or payable by us, exclusive of the placement agent fees and expenses described above, will be approximately $200,000. After deducting the placement agent fees and our estimated expenses in connection with this offering, we expect the net proceeds from this offering will be approximately $4,184,049 (based on an assumed combined public offering price per Ordinary Share and Series A Warrant and Series B Warrant of $2.57), $1.87), which was the last reported sales price of our Ordinary Shares on Nasdaq on December 6, 2023. January 4, 2024.

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Public offering price

Placement Agent fees (2)

Proceeds before expenses to us (3)

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The Placement Agent Warrants and the shares

underlying such warrants are registered on the registration statement of which this prospectus is a part. Pursuant to FINRA Rule 5110(e), the Placement Agent Warrants and any shares issuable thereunder shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of commencement of sales of this offering, except the transfer of any security: (i) by operation of law or by reason of reorganization of the issuer; (ii) to any FINRA member firm participating in the offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the placement agent or related persons does not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time period; (vi) if we meet the registration requirements of Forms S-3, F-3 or F-10; or (vii) back to us in a transaction exempt from registration under the Securities Act.

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Where you can find additional information 13 changes

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our Reports of Foreign

21, 2023 ; and October

Reports of Foreign Private Issuer on Form 6-K filed on April

18, 2023 , June 13, 2023 ;

2023 ; June 28, 2023 ; July

21, 2023 ; October 4, 2023 ; December 15, 2023 and December 21, 2023 ; and the description of our Ordinary Shares which is registered under Section 12 of the Exchange Act, in our Registration Statement on Form 8-A , filed on March 31, 2023.

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Up to 1,945,525 Ordinary Shares

Up to 2,673,796 Ordinary Shares

Pre-Funded Warrants to Purchase Up to 1,945,525 2,673,796

Series A Warrants to Purchase Up to 1,945,525 2,673,796

Series B Warrants to Purchase Up to 1,945,525 2,673,796

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to 155,642 Ordinary Shares

to 213,903 Ordinary Shares

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Undertakings 17 changes

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Form of Series A Warrant for the Purchase of Ordinary Shares

Form of Series B Warrant for the Purchase of Ordinary Shares

Form of Pre-Funded Warrant for the Purchase of Ordinary Shares

Form of Placement Agent

Warrant for the Purchase of Ordinary Shares

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).

and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 of the Company's Registration on Form of Series A Warrant for the Purchase of Ordinary Shares of Series B Warrant for the Purchase of Ordinary Shares of Pre-Funded Warrant for the Purchase of Ordinary Shares of Placement Agent Warrant for the Purchase of Ordinary Shares 4.5 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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Form of Securities Purchase Agreement

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

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Chairman and Chief Executive Officer

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.

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 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Kuala Lumpur, Malaysia on December January 8, 2023. 2024.

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to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Chairman and Chief Executive

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/s/ Marco Baccanello

/s/ Alex Chua Siong Kiat

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/s/ Fern Allen Thomas