VCI Global: securities offering

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ea191310-f1a2_vciglobal.htm

AMENDMENT NO. 2 TO FORM F-1

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REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on October 1, 2024

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Rick A. Werner, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26 th

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The information in this prospectus is

not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange

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

SUBJECT TO COMPLETION DATED JANUARY 8, 2024

DATED OCTOBER 1, 2024

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Up to 2,673,796 Ordinary Shares

Pre-Funded Warrants to Purchase Up to 2,673,796

Series A Warrants to Purchase Up to 2,673,796

Series B Warrants to Purchase Up to 2,673,796

Placement Agent Warrants to Purchase Up

to 213,903 Ordinary Shares

Ordinary Shares Underlying Series A Warrants

Ordinary Shares Underlying Series B Warrants

Ordinary Shares Underlying Pre-Funded Warrants

Ordinary Shares Underlying the Placement Agent

We are offering on a "reasonable best-efforts"

basis up to 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 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 2,673,796 Ordinary Shares, at an assumed combined public offering price of $1.87 per Ordinary Share and accompanying Series A Warrant and Series B Warrant, which represents the closing price of our Ordinary Shares on January 4, 2024. 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 and Series B Warrants, as the case may be, will be immediately separable and will be issued separately but must be purchased together in this offering, with each Ordinary

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

We are also offering to certain purchasers

whose purchase of Ordinary Shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 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

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

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

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

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

The assumed combined offering price per (i)

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

Warrant and Series B Warrant of $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.

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

Capital Market was $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

aggregate amount of proceeds for this offering to close. Neither we nor the placement agent, 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. 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 [ ● ],

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)

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

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

Placement Agent the 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.

You should read this prospectus, together with

Up to 276,363,636 Ordinary Shares and

Warrant to Purchase Up to 200,000,000 Ordinary

Up to 200,000,000 Ordinary Shares Upon Exercise

This prospectus relates to the offering and

resale of up to 476,363,636 of our ordinary shares (the "Selling Shareholder Shares"), no par value per share (the

"Ordinary Shares") by Alumni Capital LP ("Alumni Capital" or the "Selling Shareholder"), which include up to (i) 276,363,636 Ordinary Shares (the "Purchase Notice Securities") that may be issued and sold to the

Selling Shareholder pursuant to a the Purchase Agreement dated as of August 1, 2024 between us and Alumni Capital, as amended by the

Purchase Agreement Modification Agreement dated September 27, 2024 (as so amended, the "Purchase Agreement") .and (ii)

200,000,000 Ordinary Shares (the "Warrant Shares" and together with the Purchase Notice Securities, the "Selling

Shareholder Shares") that can be underlying the Purchase Warrant Agreement (the "Alumni Warrant") dated as of

August 1, 2024 between us and Alumni Capital, to purchase Ordinary Shares issued to Alumni Capital as a commitment fee pursuant to the Purchase Agreement. The Purchase Notice Securities will be sold by us to the Selling Shareholder upon the satisfaction of certain conditions set forth in the Purchase Agreement at a discounted purchase price per share calculated pursuant to the terms of the

See "The Alumni Capital Transaction" for a description

of the Purchase Agreement and "Selling Shareholder" for additional information regarding Alumni Capital.

The prices at which Alumni Capital may resell

the Selling Shareholder Shares will be determined by the prevailing market price for the shares or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of Selling Shareholder Shares by the Selling Shareholder. However, we may receive proceeds from the exercise of the Alumni Warrant at variable exercise prices and up to $30.4 million in proceeds from the sale of Ordinary Shares to the Selling Shareholder pursuant to the Purchase Agreement, once the registration statement that includes this prospectus is declared effective. You should read this prospectus and any additional prospectus supplement or amendment carefully before you invest in our securities.

The Selling Shareholder may sell or otherwise

dispose of the Selling Shareholder Shares described in this prospectus in a number of different ways and at varying prices. See "Plan of Distribution" for more information about how the Selling Shareholder may sell or otherwise dispose of the Selling Shareholder

Shares being registered pursuant to this prospectus. The Selling Shareholder is an "underwriter" within the meaning of Section

2(a)(11) of the Securities Act of 1933, as amended.

The Selling Shareholder will pay all brokerage

fees and commissions and similar expenses. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the Selling Shareholder Shares, including legal and accounting fees. See "Plan of Distribution."

Our Ordinary Shares are listed on the Nasdaq Capital Market ("Nasdaq")

under the symbols "VCIG." On September 27, 2024, the last reported sale price of our Ordinary Shares on Nasdaq was $0.158 per share.

You should read this prospectus, together with additional information described under the headings "Risk Factors" and "Where You Can Find More Information" carefully before you invest in any of our securities.

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degree of risk, including the risk of losing your entire investment. See "Risk Factors" beginning on page 11 9 to read about factors you should consider before buying our securities.

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Share and Accompanying

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and 26 more changes in the filing

Prospectus summary 71 changes

This summary highlights information

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

Item 6,"Directors, Senior Management and Employees"; Item 7, Major Shareholders and Related Party Transactions";

Item 8, "Financial Information" in our Annual Report on Form 20-F for the year ended December 31, 2023, the other sections of the documents incorporated by reference in this prospectus and the financial statements and the related notes incorporated by reference in this prospectus, before deciding to invest in our securities.

The Selling Shareholder named in this prospectus

may resell, from time to time, in one or more offerings, the Selling Shareholder Shares. Information about the Selling Shareholder may change over time. When the Selling Shareholder sells the Selling Shareholder Shares under this prospectus, we will, if necessary and required by law, provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add to, update, modify or replace information contained in this prospectus. If a prospectus supplement is provided and the description of the offering in the prospectus supplement varies from the information in this prospectus, you should rely on the information in the prospectus supplement. You should carefully read this prospectus and the accompanying prospectus supplement, if any, along with all of the information incorporated by reference herein, before making an investment decision.

You should rely only on the information contained

or incorporated by reference in this prospectus or any applicable prospectus supplement. We have not, and the Selling Shareholder has not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. This prospectus is not an offer to sell, nor is the Selling Shareholder seeking an offer to buy, the Selling Shareholder Shares in any jurisdiction where the offer or sale is not permitted. No offers or sales of any of the Selling Shareholder Shares are to be made in any jurisdiction in which such an offer or sale is not permitted. You should assume that the information contained in this prospectus or in any applicable prospectus supplement is accurate only as of the date on the front cover thereof or the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or any sales of the Selling Shareholder Shares offered hereby or thereby.

You should read the entire prospectus and any

prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable.

You should assume that the information appearing in this prospectus, any prospectus supplement or any document incorporated by reference is accurate only as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities.

Our business, financial condition, results of operations and prospects may have changed since that date.

Before purchasing any securities, you should

carefully read both this prospectus and any accompanying prospectus supplement, together with the additional information described under the headings, "Where You can Find Additional Information" and "Incorporation of Documents by Reference," on pages 40 and 41, respectively, of this prospectus.

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● Advise clients on multitrack approaches to capital raising strategies;

approaches to capital raising strategies;

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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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On May 29, 2023, the Company executed a private

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, at a value of $2.50 per share.

Change in Dividend Policy and Payment of

On June 6, 2023, the Company announced that it

had declared a first single tier interim dividend of $0.01 per Ordinary Share. The dividend was paid out on July 31, 2023, to shareholders of record on July 3, 2023 in the amount of $104,557.28.

The Company also announced a change in its dividend

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

Collaboration Agreement

On July 19, 2023, the Company entered into

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

On July 20, 2023, ZCity Sdn Bhd, formerly known

as Gem Rewards Sdn Bhd ("ZCity"), a wholly owned subsidiary of TGL, entered into a Software Development Agreement (the "Software Agreement") with the Company, in which ZCity shall create, design, produce, develop, finalize, commission and deliver to the Company the Platform.

Pursuant to the Software Agreement, in consideration

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

Corporate Information

Our principal executive offices are located

As a company with less than $1.235 billion

are not required to obtain

Senior Secured Convertible Note .

On September 2, 2024, we entered the Purchase Agreement with Advance Opportunities Fund I ("AOF") whereby AOF purchased from us a $1,000,000 Senior Convertible Note. On September 24, 2024, AOF converted the AOF Note into 9,099,181 Ordinary Shares.

Offering with Alumni Capital LP . On

August 1, 2024, we entered into a Purchase Agreement with Alumni. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $5 million of our Ordinary Shares (the "Commitment Amount"), no par value, at the Purchase Price (defined below) during the period beginning on the execution date of the Purchase Agreement and ending on the earlier of (i) the date on which Alumni Capital has purchased $5 million of our common stock shares pursuant to the Purchase Agreement or (ii) June 30, 2025. On August 5, 2024, we filed a prospectus supplement, dated as of August 5, 2024 (the "Prospectus Supplement") under its registration statement on Form F-3 (File No. 333-279521), in respect of the financing with Alumni. The Purchase Agreement was subsequently amended on September 23, 2024 to increase the Commitment Amount to $35,000,000. See "The Alumni Capital Transaction" for a description of the Purchase Agreement and "Selling Shareholder" for additional information regarding Alumni Capital.

Registered Direct Offerings.

On July 12, 2024, we entered into a securities

purchase agreement with certain investors (the " July 12 Purchasers "), pursuant to which we agreed to issue and sell to the July 12 Purchasers an aggregate of 4,000,000 Ordinary Shares in a registered direct offering. The Ordinary Shares were sold at a purchase price of $0.50 per Ordinary Share. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on July 17, 2024.

On July 15, 2024, we entered into a securities

purchase agreement with certain investors (the " July 15 Purchasers "), pursuant to which we agreed to issue and sell to the July 15 Purchasers an aggregate of 2,700,000 Ordinary Shares in a registered direct offering. The Ordinary Shares were sold at a purchase price of $0.37 per ordinary share. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on July 17, 2024.

On July 25, 2024, we entered into two securities

purchase agreements with certain accredited investors (the " July 25 Purchasers "), pursuant to which we agreed to issue and sell to the July 25 Purchasers an aggregate of 3,568,035 Ordinary Shares, no par value per share, in a registered direct offering The Ordinary Shares were sold at a purchase price of $0.40 per Ordinary Share. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on July 26, 2024.

Share Repurchase Program

On August 19, 2024, VCI Global Limited (the

"Company") announced that its Board of Directors has approved a share repurchase program with authorization to purchase up to $10 million of the Company's outstanding ordinary share (the "Repurchase Program"). The volume and timing of any repurchases will be subject to general market conditions, as well as the Company's management of capital, other investment opportunities, and other factors. The Repurchase Program does not obligate the Company to repurchase any specific number of shares, and may be modified, suspended, or discontinued at any time at the Company's discretion. For a more detailed description of the Repurchase Program see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 22, 2024.

July 2, 2024, we issued a total of 3,465,820 ordinary shares to Cogia GmbH pursuant to an asset purchase agreement we had entered with them on 18 March 2024. In return for the issuance of our shares to them, we had acquired the Socializer Messenger from Cogia GmbH, a highly secure messenger platform currently serving the government of a European Union country.

the filing of our Annual Report on Form 20-F on April 30, 2024, our Chairman and Chief Executive Officer, Victor Hoo has acquired 8,379,072 Ordinary Shares and is, as of the date of this prospectus supplement, the beneficial owner of 32,914,053Ordinary Shares.

August 2024, we issued an aggregate of 227,762 Ordinary Shares to our directors as compensation.

Independent Director .

Board of Directors appointed Ms. Yu Ying Liew as an independent director to the Board, effective as of August 8, 2024. For a more detailed description of this appointment, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 13, 2024.

principal executive offices are located 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.

Implications of Our Being an "Emerging Growth Company"

a company with less than $1.235 billion in revenue during our last completed fiscal year, we qualify as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"). An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise o therwise generally applicable to public companies. In particular, as an emerging growth company, we:

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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Under the JOBS Act, we may take advantage of

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.

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Controlled Company Status

Our founding shareholder, Mr. Hoo Voon Him,

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 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:

an exemption from the rule that a majority of our board of directors must be independent directors;

an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

Although we do not currently rely on the "controlled

company" exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect to rely on the "controlled company" exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

See " Risk Factors-Risks Related to The 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 50 changes

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Up to 2,673,796 Ordinary Shares and

accompanying Series A Warrants to purchase up to 2,673,796 Ordinary Shares and Series B Warrants to purchase 2,673,796 Ordinary Shares at an assumed combined public offering price of $1.87 per Ordinary Share and Series A Warrant and Series B Warrant. Each Warrant will have an assumed exercise price of $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.

We are also offering to certain purchasers

whose purchase of Ordinary Shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of each purchaser, 9.99%) of our outstanding Ordinary Shares immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, Pre-Funded Warrants, in lieu of Ordinary Shares that would otherwise result in such purchaser's beneficial ownership exceeding 4.99% (or, at the election of each purchaser, 9.99%) of our outstanding Ordinary Shares. The assumed combined offering price of each Pre-Funded Warrant and accompanying Series A Warrant and Series B Warrant is $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.

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.

Warrants to be offered by us

Each Series A Warrant will have an assumed exercise

price of $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

exercise price of $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

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.

Under these agreements, 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 Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares, subject to certain exceptions.

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.

Best efforts offering

We have agreed to offer 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 ."

Combined Public Offering Price

$1.87 per Ordinary Share

and accompanying Series A Warrant and Series B Warrant, which was the closing price of our Ordinary Shares on Nasdaq on January 4, 2024, and $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 January 4, 2024, minus $0.001.

Shares outstanding prior to this offering 1

Shares outstanding after the offering

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

The registration statement

of which this prospectus is a part also registers the Placement Agent Warrants to purchase up to 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.

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.

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 11 9 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 2023 and incorporated by reference to this prospectus.

Securities offered by us the Selling Shareholder

Up to 476,363,636 Ordinary Shares, which

include up to (i) 276,363,636 Purchase Notice Securities and (ii) 200,000,000 Warrant Shares., assuming issuance of all of the Purchase Notice Securities.

Terms of the Offering

The Selling Shareholder will sell the Selling

Shareholder Shares at the prevailing market prices or privately negotiated prices. See "Plan of Distribution" on page 37 of this prospectus.

The Selling Shareholder will receive all of the proceeds from the sale of Selling Shareholder Shares for sale by it under this prospectus. We will not receive proceeds from the sale of the Selling Shareholder Shares by the Selling Shareholder. However, we may receive proceeds from the exercise of the Alumni Warrant at variable exercise prices and up to $30.4 million in proceeds from the sale of Ordinary Shares to the Selling Shareholder pursuant to the Purchase Agreement, once the registration statement that includes this prospectus is declared effective.

Any proceeds from the Selling Shareholder that we receive under the Purchase Agreement and the Alumni Warrant are expected to be used for general corporate purposes, including working capital. See "Use of Proceeds" on page 20 of this prospectus.

1 unchanged paragraph

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

The investment of our

Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol "VCIG".

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.

1 unchanged paragraph

The number of Ordinary Shares to be outstanding

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

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

Unless expressly indicated or the context

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

1 As of January 8, 2024

Forward-looking statements 15 changes

4 unchanged paragraphs

confidential information of our clients;

loss of our key management

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

our status as a foreign private issuer;

our ability to protect the confidential information of our clients;

loss of our key management and employees or their work product;

1 unchanged paragraph

any failure to comply with

legal, administrative or investigative proceedings;

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

Our ability to generate additional capital;

Our ability to defend against legal, administrative or investigative proceedings;

4 unchanged paragraphs

our ability to maintain compliance with Nasdaq's

listing standards; and

The use of net proceeds from this offering;

our ability to maintain compliance with Nasdaq's listing standards; and any failure to maintain effective internal control over financial reporting or disclosure controls or procedures.

7 unchanged paragraphs

Risk factors 90 changes

10 unchanged paragraphs

to fund our business and support our growth. In addition, we may require additional funds to respond to business challenges, including the need to develop new features or enhance our solutions, improve our operating infrastructure or acquire or develop complementary businesses and technologies.

As a result, in addition to the revenues we generate

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

13 unchanged paragraphs

a limited availability for market quotations for our securities;

reduced liquidity with respect to our securities;

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

limited amount of news and analyst coverage; and

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

12 unchanged paragraphs

As a public company in the United States, we will

will continue to incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we will be subject to the reporting requirements of the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations subsequently implemented by the SEC and Nasdaq including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time consuming and costly. The Exchange Act requires, among other things, that we file annual and reports of foreign private issuer with respect to our business and results of operations. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an "emerging growth company," as defined by the JOBS Act.

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

10 unchanged paragraphs

We rely on trade secret protection and confidentiality

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

If we are found to infringe or violate the

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

6 unchanged paragraphs

From the closing of our

From the closing of our initial public offering on April 17, 2023 to the date of this prospectus, the trading closing price of our Ordinary Shares has ranged from $1.65 $0.1230 to $17.01 per Ordinary Share. The trading price of our Ordinary Shares is likely to continue to be volatile and could fluctuate widely due to factors beyond our control. Some of the factors that may cause the market price for our Ordinary Shares to fluctuate include:

38 unchanged paragraphs

Our founding shareholder, Chairman and

Chief Executive Officer, Victor Hoo beneficially owns 50.2% of our outstanding Ordinary Shares and, together with his spouse, beneficially 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, continues to control our Company through his beneficial ownership of 50.2% of our outstanding Ordinary Shares and, together with his spouse, Karen Liew, our Executive Director, beneficially 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 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 beneficially owns voting stock that provides him with approximately 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.

For so long as we are a controlled company under

that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

an exemption from the rule that a majority of our board of directors must be independent directors;

an exemption from the rule that the compensation of our CEO must be determined or recommended solely by independent directors; and an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

Although we do not intend to rely on the "controlled

company" exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect to rely on the "controlled company" exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors.

As a result, you will not have the same protection

afforded to shareholders of companies that are subject to these corporate governance requirements.

2 unchanged paragraphs

Our Memorandum and Articles of Association contains

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

22 unchanged paragraphs

We are an "emerging growth company"

company" within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, if the market value of our Ordinary Shares held by non-affiliates exceeds $700 million, if we have more than $1.235 billion in annual revenue, or we issue more than $1.0 billion of non-convertible debt over a three-year period before the end of that period, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

6 unchanged paragraphs

If we are a PFIC, a U.S. Holder (defined below)

below) would be subject to adverse U.S. federal income tax consequences, such as ineligibility for any preferred tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements under U.S. federal income tax laws and regulations. A U.S. Holder may in certain circumstances mitigate adverse tax consequences of the PFIC rules by filing an election to treat the PFIC as a qualified electing fund ("QEF") or, if shares of the PFIC are "marketable stock" for purposes of the PFIC rules, by making a mark-to-market election with respect to the shares of the PFIC. We do not intend to comply with the reporting requirements necessary to permit U.S. Holders to elect to treat us as a QEF. If a U.S. Holder makes a mark-to-market election with respect to its ordinary shares, the U.S. Holder is in its U.S. federal taxable income an amount reflecting any year end increase in the value of its ordinary shares. For purposes of this discussion, a "U.S. Holder" is a beneficial owner of ordinary shares that is for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust (a) if a court within the U.S. can exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of the substantial decisions of that trust, or (b) that was in existence on August 20, 1996, and validly elected under applicable Treasury Regulations to continue to be treated as a domestic trust.

(i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust (a) if a court within the U.S. can exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of the substantial decisions of that trust, or (b) that was in existence on August 20, 1996, and validly elected under applicable Treasury Regulations to continue to be treated as a domestic trust.

6 unchanged paragraphs

Risks Related to this Offering

The Warrants are speculative in nature.

The Warrants offered 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. 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 $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.

Holders of the Warrants and Pre-Funded

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

Until holders of the Warrants or Pre-Funded

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 a shareholder as to the purchased Ordinary Shares only as to matters for which the record date occurs after such exercise.

There is no public market for the Warrants

or Pre-Funded Warrants to purchase our Ordinary Shares being offered in this offering.

There is no established public trading market

for the Warrants or Pre-Funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Warrants or Pre-Funded Warrants on any national securities exchange or other nationally recognized trading system, including The Nasdaq Capital Market. Without an active trading market, the liquidity of the Warrants and Pre-Funded Warrants will be limited.

Investors in this offering may experience

future dilution as a result of this and future equity offerings.

In order to raise additional capital, we may

in the future offer additional Ordinary Shares or other securities convertible into or exchangeable for our 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 or other securities convertible into or exchangeable for our 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.

New investors in our securities will experience

immediate and substantial dilution after this offering.

The effective public offering price per Ordinary

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 $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 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 $1.3038 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.

We have broad discretion in the use of the

net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the

application of the net proceeds from this offering, including for any of the purposes described in the section entitled "Use of Proceeds," and you will not have the opportunity as part of your investment decision to assess whether the net proceeds will be used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment. We currently intend to use the net proceeds from this offering to expand marketing and brand enhancement related to our products, to fund our ongoing research and development activities, for personnel development and training and for resource management software development.

Our expected use of net proceeds from this offering

represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including the commercial success of our systems and the costs of our research and development activities, as well as the amount of cash used in our operations. As a result, our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

The failure by our management to apply these funds

effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

This is a reasonable best-efforts offering,

with no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans, including our near-term business plans.

The Placement Agent has agreed to use its reasonable

best-efforts to solicit offers to purchase the securities in this offering. Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of this offering. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth herein. 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 support our continued operations, including our near-term continued operations. Thus, we may not raise the amount of capital we believe is required for our operations in the short-term and may need to raise additional funds to complete such short-term operations. Such additional fundraises may not be available or available on terms acceptable to us.

Purchasers who purchase our securities in

this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.

In addition to rights and remedies available

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.

Because there is no minimum required for

the offering to close, investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus.

We have not specified a minimum offering amount

and 10 more changes in the filing

Use of proceeds 18 changes

Based upon an assumed combined public offering

price of $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 $4,200,000 from this offering, after deducting the placement agent fees and estimated offering expenses payable by us, of approximately $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 $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 $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 $172,040, assuming the assumed combined public offering price of $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.

We 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

Strategic Acquisitions

Financing Initiatives

Technology - Research and Development (R&D)

The foregoing represents our current intentions

based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have some flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

This prospectus relates to the Selling Shareholder

Shares that may be offered and sold from time to time by Alumni Capital. We will not receive any proceeds from the resale of the Selling Shareholder Shares by Alumni Capital.

We may receive proceeds from the exercise of the

Alumni Warrant at variable exercise prices and up to $30.4 million in proceeds from the sale of Ordinary Shares to the Selling Shareholder pursuant to the Purchase Agreement.

We intend to use the proceeds from sales under

the Purchase Agreement or exercises of the Alumni Warrant, if any, for general corporate purposes, which may include working capital, expenses related to research, clinical development and commercial efforts, and general and administrative expenses. We currently have no binding agreements or commitments to complete any transaction for the possible acquisition of new therapeutic candidates, though we are currently, and likely to continue, exploring possible acquisition candidates.

Dividend policy 2 changes

2 unchanged paragraphs

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.

4 unchanged paragraphs

Description of the securities 61 changes

17 unchanged paragraphs

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

The entry of the name of a person in the Company's

register of members is prima facie evidence that legal title in the share vests in that person.

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A dissenter is in most

most circumstances required to give to the Company written objection to the merger, which must include a statement that the dissenter proposes to demand payment for his shares if the merger takes place. This written objection must be given before the meeting of members at which the merger is submitted to a vote, or at the meeting but before the vote. However, no objection is required from a member to whom the Company did not give notice of the meeting of members or where the proposed merger is authorized by written consent of the members without a meeting.

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If the majority members

members have infringed a minority member's rights, the minority may seek to enforce its rights either by derivative action or by personal action. A derivative action concerns the infringement of the company's rights where the wrongdoers are in control of the company and are preventing it from taking action, whereas a personal action concerns the infringement of a right that is personal to the particular member concerned.

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Shareholder Proposals. Under

Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling shareholder meetings where such request is not made by shareholders entitled to exercise 30 percent or more of the voting rights in respect of the matter for which the meeting is requested.

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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 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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Upon the insolvent liquidation

liquidation of a company, the assets of a company shall be applied in accordance with the following priorities: (a) in paying, in priority to all other claims, the costs and expenses properly incurred in the liquidation in accordance with the prescribed priority; (b) after payment of the costs and expenses of the liquidation, in paying the preferential claims admitted by the liquidator (wages and salary, amounts to the BVI Social Security Board, pension contributions, government taxes) - preferential claims rank equally between themselves and, if the assets of the company are insufficient to meet the claims in full, they shall be paid ratably; (c) after the payment of preferential claims, in paying all other claims admitted by the liquidator, including those of non-secured creditors - the claims of non-secured creditors of the Company shall rank equally among themselves and if the assets of the company are insufficient to meet the claims in full, such non-secured creditors shall be paid ratably; (d) after paying all admitted claims, paying any interest payable under the BVI Insolvency Act; and finally (e) any surplus assets remaining after payment of the costs, expenses and claims above shall be distributed to the members in accordance with their rights and interests in the Company. Part VIII of the Insolvency Act provides for various applications which may be made by a liquidator to set aside transactions which have unfairly diminished the assets which are available to creditors.

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Pre-Funded Warrants being Offered

The following summary

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

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.

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.

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

Exercise Limitation .

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

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

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

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

At the time a holder

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

Fundamental Transactions .

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

Rights as a Stockholder .

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

Governing Law . The Pre-Funded Warrants

are governed by New York law.

Warrants being Offered

The following summary of certain terms and

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 purchase Ordinary Shares at an assumed exercise price equal to $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 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.

The Series B Warrants entitle the registered

holder to purchase Ordinary Shares at an assumed exercise price equal to $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 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.

The exercise price and number of Ordinary Shares

issuable upon exercise of the Warrants may be adjusted in certain circumstances, including in the event of a stock dividend or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuances Ordinary Shares at prices below its exercise price.

Duration, Exercisability and Form.

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.

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.

Exercise Limitation . A holder may not exercise

any portion of a Warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% of the outstanding Ordinary Shares after exercise, as such percentage ownership is determined in accordance with the terms of the Warrant, except that upon notice from the holder to us, the holder may waive such limitation up to a percentage not in excess of 9.99%. However, the holder may increase or decrease such percentage upon notice to us, provided that any increase will not be effective until the 61st day after such notice is provided to us by the holder notice, and provided that in no event shall the beneficial ownership limitation exceed 9.99%.

Exercise Price. The assumed exercise

price of the Warrants is $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 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.

Fractional Shares . No fractional Ordinary

Shares will be issued upon exercise of the Warrants. As to any fraction of a share which the holder would otherwise be entitled to purchase upon such exercise, the Company will, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or round up to the nearest whole share.

Transferability . Subject to applicable

laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent. However, the Warrants will not trade on the Nasdaq Capital Market and no trading market is expected to develop for the Warrants.

Cashless Exercise. If at the time of exercise

there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the underlying shares to the holder, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of Ordinary Shares determined according to a formula set forth in the Warrant.

Fundamental Transactions . In the event

of a fundamental transaction, as described in the Warrants and generally including any reorganization, recapitalization or reclassification of our Ordinary Shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Ordinary Shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Ordinary Shares, the holders of the Warrants will be entitled to receive the kind and amount of securities, cash or other property that the holders would have received had they exercised the Warrants immediately prior to such fundamental transaction. In addition, in certain circumstances, upon a fundamental transaction, the holder of a Common Warrant will have the right to require us to repurchase its Warrants at the Black-Scholes value; provided, however, that, if the fundamental transaction is not within our control, including not approved by our Board, then the holder will only be entitled to receive the same type or form of consideration (and in the same proportion), at the Black-Scholes value of the unexercised portion of the Warrant that is being offered and paid to the holders of our Ordinary Shares in connection with the fundamental transaction.

Rights as a Stockholder . The Warrant holders

do not have the rights or privileges of holders of Ordinary Shares or any voting rights until they exercise their warrants and receive Ordinary Shares. After the issuance of Ordinary Shares upon exercise of the Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

Governing Law . The Warrants are governed

Our Ordinary Shares are listed on the Nasdaq Capital

Capital Market under the symbol "VCIG".

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Warrants, and Pre-Funded Warrants, and we do not expect an active trading market to develop. We do not intend to list the Warrants or Pre-Funded Warrants on any securities exchange or other trading market. Without an active trading market, the liquidity of the Warrants and Pre-Funded Warrants will be limited.

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Material united states federal income tax consequences to u.s. holders 2 changes

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at least 75% of its gross income for such taxable year is passive income; or at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the "asset test").

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the amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and the amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

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Plan of distribution 82 changes

Pursuant to an engagement agreement, dated

October 13, 2023, we have engaged 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.

Investors purchasing securities offered hereby

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 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.

The nature of the representations,

warranties and covenants in the securities purchase agreements shall include:

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.

Delivery of the Securities offered hereby

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

We have agreed to pay the Placement Agent

an aggregate cash fee equal to 8% of the aggregate gross proceeds received in the offering. We will 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 in an amount up to $15,950 in connection with this offering.

We estimate the total expenses of this offering

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 $1.87), which was the last reported sales price of our Ordinary Shares on Nasdaq on January 4, 2024.

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.

Share and Accompanying

Accompanying Warrants

Public offering price

Placement Agent fees (2)

Proceeds before expenses to us (3)

Placement Agent Warrants

In addition, we have agreed to issue to the

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Legal matters 1 change

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and 1 more change in the filing

Experts 2 changes

and 2 more changes in the filing

Where you can find additional information 24 changes

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and 24 more changes in the filing

Recent sales of unregistered securities 25 changes

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and 25 more changes in the filing

Undertakings 51 changes

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and 51 more changes in the filing