VCI Global: securities offering

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AMENDMENT NO.1 TO FORM F-1

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REGISTRATION STATEMENT

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on September 29, 2026

Registration No. 333-282454 [●]

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KL Eco City, No. 3 Jalan Bangsar

Suite 33.03 of Level 33, Menara Exchange 106

Lingkaran TRX, Tun Razak Exchange,

55188 Kuala Lumpur, Malaysia

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31st Floor, New York, NY 10036

1185 Avenue of the Americas 26th Floor

New York, New York 10036

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1185 Avenue of the Americas 26th Floor

New York, New York 10036

Telephone: (212) 930-9700

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The term "new or revised

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

Codification after April 5, 2012.

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DATED OCTOBER 11, 2024

DATED SEPTEMBER [●], 2026

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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

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

Up to 111,573,730 Ordinary Shares

This prospectus relates to the offering offer and resale

by Hudson Global Ventures, LLC ("Hudson"), or its permitted assigns, Dune Equity Holdings LLC ("Dune"), or its permitted assigns, and FirstFire Global Opportunities Fund LLC ("FirstFire"), or its permitted assigns (collectively, the

"Selling Shareholders" and, individually, a "Selling Shareholder"), of up to an aggregate of 111,573,730 Ordinary

Shares, no par value ("Ordinary Shares"), of VCI Global Limited, a British Virgin Islands corporation (the "Company").

The 111,573,730 Ordinary Shares (the Selling Shareholders Shares") registered under the registration statement of which this prospectus forms a part (the "Registration Statement") consist of (i) up to 100,000,000 Ordinary Shares (the "ELOC Purchase Shares")

that may be issued and sold to Hudson from time to time pursuant to the Equity Purchase Agreement (the "EPA") dated September

23, 2026 between the Company and Hudson; (ii) up to 1,171,875 Ordinary Shares (the "ELOC Warrant Shares") issuable upon exercise of warrants (the "ELOC Warrant") issued to Hudson in connection with the execution of the EPA; (iii) up to 2,591,464 Ordinary

Shares (the "Dune Conversion Shares") issuable upon conversion of the secured convertible promissory note issued to Dune (the

"Dune Note") pursuant to the Securities Purchase Agreement dated September 23, 2026 between the Company and Dune (the "Dune

SPA"); (iv) up to 2,591,464 Ordinary Shares (the "FirstFire Conversion Shares" and together with the Dune Conversion

Shares, the "Conversion Shares") issuable upon conversion of the secured convertible promissory note issued to FirstFire (the

"First Fire Note" and together with the Dune Note, the "Notes") pursuant to the Securities Purchase Agreement dated September 23, 2026 between the Company and FirstFire (the "FirstFire SPA" and together with Dune SPA, the "SPAs")

(v) up to 3,472,561 Ordinary Shares (the "Dune Warrant Shares") issuable upon exercise of warrants (the "Dune Warrant")

issued to Dune pursuant to the Dune SPA; (vi) up to 1,710,366 Ordinary Shares (the "FirstFire Warrant Shares" and together with the Dune Warrant Shares, the "PIPE Warrant Shares") issuable to FirstFire upon exercise of warrants (the "FirstFire

Warrant" and together with the Dune Warrant, the "PIPE Warrants") issued to FirstFire pursuant to the FirstFire SPA;

(vii) 18,000 Ordinary Shares (the "Dune Commitment Shares") issued to Dune as commitment fee for entering into the Dune SPA and (viii) 18,000 Ordinary Shares (the "FirstFire Commitment Shares") issued to FirstFire as a commitment fee for entering into the FirstFire SPA (the "FirstFire Commitment Shares" and together with the Dune Commitment Shares, the "Commitment

Shares"). The ELOC Warrant is a five year warrant with an exercise price of $0.01 per share. The PIPE Warrants are five year warrants with an initial exercise price of $2.00 per share (subject to a cashless exercise option) and are subject to adjustment for certain issuances of securities by the Company as described under " The ELOC Transaction and the Dune and FirstFire Convertible Note Transactions. "

See " The ELOC Transaction and the Dune

and FirstFire Convertible Note Transactions " for a description of the EPA, the related Registration Rights Agreement, the ELOC

Warrant, the SPAs, the Notes, the PIPE Warrants and the Security Agreement, and "Selling Shareholders" for additional information regarding the Selling Shareholders.

The prices at which the Selling Shareholders may

resell the Selling Shareholder Shares will be determined by prevailing market prices or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any proceeds from the resale of Selling Shareholder Shares by any Selling Shareholder.

However, we may receive up to $125 million and $11,718.75 in proceeds from Hudson in connection with the sale of Ordinary Shares under the EPA and the exercise of the ELOC Warrant, respectively, and up to $1.7 million in aggregate proceeds from Dune and FirstFire in connection with exercises of the PIPE Warrants. We will not receive any proceeds from the issuance of the Conversion Shares or the Commitment Shares.

We provide more information about how the Selling Shareholders may sell their Ordinary Shares in the section of this prospectus entitled

"Plan of Distribution." You should read this prospectus and any additional prospectus supplement or amendment carefully before you invest in our securities.

Hudson is an "underwriter" within

the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the "Securities Act"). Dune and FirstFire may be deemed "underwriters" within the meaning of Section 2(a)(11) of the Securities Act.

The Selling Shareholder Shareholders will pay all brokerage

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

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

Capital Market ("Nasdaq") under the symbol "VCIG." On September 28, 2026, the last reported sale price of our

Ordinary Shares on Nasdaq was $1.625 per share.

You should read this prospectus, together with

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.

This offering will terminate on the earlier

of (i) the date when all of the securities registered hereunder have been sold pursuant to this prospectus or Rule 144 under the Securities

Act of 1933, as amended (the "Securities Act"), and (ii) the date on which all of such securities may be sold pursuant to

Rule 144 without volume or manner-of-sale restrictions, unless we terminate it earlier.

Investing in our securities involves a high

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

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

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and 10 more changes in the filing

Prospectus summary 162 changes

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.

This summary highlights information contained

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"; and Item 8, "Financial Information" in our Annual Report on Form 20-F for the year ended December 31, 2025, 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 Shareholders named in this prospectus

may resell, from time to time, in one or more offerings, the Selling Shareholder Shares. Information about the Selling Shareholder Shareholders may change over time. When the Selling Shareholder sells Shareholders sell 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.

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or incorporated by reference in this prospectus or any applicable prospectus supplement. We have not, and the Selling Shareholder has Shareholders have 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 are the Selling Shareholder Shareholders 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.

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Before purchasing any securities, you should carefully

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 22 and 41, 23, respectively, of this prospectus.

We are a multi-disciplinary consulting group with (together

with our subsidiaries, the "Group") with key advisory practices in the areas of business and technology. Each of our segments and practices is staffed with consultants recognized for their wealth of knowledge and established track records of delivering impact. With our core group of experts experienced in corporate finance, capital markets, legal, and investor relations, we illuminate our clients' paths to success by helping them foresee impending challenges and identify business opportunities. We leverage our in-depth expertise to assist clients in creating values by providing profitable business ideas, customizing bold strategic options, offering sector intelligence, and equipping clients with cost-saving solutions for lasting growth.

With our core group of experts experienced in corporate finance, capital markets, legal, and investor relations, we illuminate our clients' paths to success by helping them foresee impending challenges and identify business opportunities. We leverage our in-depth expertise to assist clients in creating value by providing profitable business ideas, customizing bold strategic options, offering sector intelligence, and equipping clients with cost-saving solutions for lasting growth.

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our services to companies ranging from small-medium enterprises and government-linked agencies to publicly traded conglomerates across a broad array of industries. Our business operates solely in Malaysia, with clients predominantly from Malaysia, and some engagements with clients from China, Singapore, and the United States.

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Business Strategy Consultancy –

We focus on listing solutions, investors relations and boardroom strategies consultancy. We have established a diverse local and international clientele, providing them our services in both local and cross-border listings. Our roles begin from pre-listing diagnosis and planning to the finalization of the entire listing process. To better serve our clients, we extended our services line to include investor relations consultation, where we help our clients effectively handle investors' expectations and manage communications. Further, we also offer services in attaining effective boardroom strategies for value creation and inclusive growth. Over the years, our consulting services have successfully propelled our clients' businesses to the next level with strategic options, including mergers and acquisitions, initial public offerings, restructuring and transformation.

Our business strategy consultancy segment performs

the following functions:

● Advise clients on multitrack

approaches to capital raising strategies;

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

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

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

Manage due diligence investigations and peer industry analysis;

Prepare pre-IPO investment presentations materials for clients;

Liaise with investors for pre-IPO capital raising;

Design marketing strategy and promote the company's business;

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

Our Investor Relations Services

In January 2021, our direct subsidiary V Capital

Kronos Berhad acquired Imej Jiwa, an investor and public relations consultancy firm, which will allow us to better serve companies seeking to list and trade on public exchanges. Imej Jiwa's highly-skilled investor relations ("IR") professionals help companies that are preparing for a successful IPO set up an effective IR team. To date, we are serving more than 40 public-listed Malaysian companies, which represent more than 4% of total Malaysian publicly listed companies. 1 For instance, we have been engaged by Malaysia's largest home improvement retailer who consummated the biggest IPO in Malaysia since 2017, and the Malaysian leading dairy producer who consummated the second largest IPO in Malaysia since 2017 to provide IR consultancy services. Our IR team builds strategies and communicates effectively to drive stakeholder and media engagement throughout the IPO roadshow and post-IPO process. We are equally committed to sharpen client's investment narratives and to deliver it to the right investors through the best channel.

Our Boardroom Strategy Services

We leverage our multiple

practices and our connections with professionals across an array of industries to complement clients' businesses by offering a holistic approach to achieve sustainable growth with high return on capital. Given the exponentially rising expectations from investors, unprecedented economic disruptions, and fragmentation of traditional markets, we believe more companies need carefully planned strategies to stay ahead of the trend and the competition through restructuring or transformation. We help our clients make the right moves by being involved in boardroom discussions and advising them on strategic options, particularly when it comes to exploring opportunities in offshoring, partnering, merger and acquisitions ("M&A"), deals outsourcing and initial public offerings. We have recently been engaged to consult on boardroom strategies for one of the largest hospitality groups in Malaysia as well as company that is a pioneer in human resources technology provider in Malaysia.

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keep our clients ahead of major technology and industry trends, including next-generation digital transformation, software development, blockchain solutions and the industry restructuring brought upon by the convergence of these technologies.

Digital Development - We evaluate clients' businesses and offer structured digitalization strategies to ensure their businesses achieve target business objectives. At times, the business digitalization journey from vision to execution can be complex. Our experts illuminate the paths for our clients by mapping their digitalization journeys in detail using deep domain expertise to define focused and effective strategic responses. We emphasize rich content, focused delivery, and innovative and result-driven strategies as we guide our clients toward a cost-saving path that increases efficiency and distinctive competitive advantage. Our technology experts coupled with our established relationship with data analytic pioneers allow us to deliver efficient and innovative tailored digital solutions to resolve clients' problems. We strive to provide the best solutions to clients across sectors.

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.

Software Solutions – We offer custom software to a wide range of clients, from small to midsize companies that are both private and public-listed companies. Our software solutions team aims to assist clients in identifying upcoming technology trends and opportunities while offering tailored software, designed to meet the specific needs of every client. Our solutions services begin with an analysis of problems followed by the designing, customizing, building, integrating, and scaling of software. With our vast network of relationships with software industry experts, we are able to help clients source for the most suitable technology that matches their business needs.

Upcoming SaaS – Moving forward, we plan to offer SaaS management software for our clients to provide automated management, critical insights and intuitive data security. With our SaaS platform, clients can closely monitor the SaaS subscriptions and stay on top of key usage data across their organizations.

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.

keep our clients ahead of major technology and industry trends. This includes cyber security solutions, artificial intelligence solutions, fintech solutions, digital transformation and enterprise solution development, empowering businesses to secure their infrastructure, optimize operations, and drive growth in a rapidly evolving digital landscape.

We harness the transformative power of technology

As of 2022, there were 991 publicly listed companies in Malaysia (Refer: https://www.bursamalaysia.com/listing/listing_resources/ipo/listing_statistic) We capitalize the transformative power of technology to push propel companies through to the next level. With new heights. Recognizing the increasing growing global significance of data analytics and digital transformation in enhancing existing business models, we have established relationships with technology experts to provide the following services:

1. Cybersecurity Solutions (Cybersecurity as

In a world of increasing cyber threats, we offer

a comprehensive approach to cybersecurity that protects your business from potential risks. Our offerings include:

● Managed Security Services:

Continuous monitoring, rapid threat detection, and incident response to safeguard your digital infrastructure against advanced cyberattacks.

● Risk & Compliance Management:

Strategic consulting to help businesses adhere to regulatory standards such as GDPR, PDPA, and other industry-specific requirements, ensuring compliance and minimizing operational risks.

● Endpoint Protection &

Network Security: Multi-layered defenses, including firewalls, intrusion detection systems (IDS), and endpoint protection, designed to secure networks and prevent data breaches.

2. Artificial Intelligence Solutions (AI as

We empower organizations to unlock the power of

artificial intelligence to enhance decision-making and streamline operations. Our services include:

● Custom AI Model Development:

Tailored AI solutions to address specific business challenges, ranging from predictive analytics to intelligent automation.

● AI Infrastructure &

Cloud Integration: Scalable AI infrastructure that integrates seamlessly with cloud platforms, delivering powerful, flexible AI capabilities.

● AI Model Training &

Optimization: Expert training and optimization of machine learning models to ensure peak performance and the ability to scale as business needs evolve.

● Natural Language Processing

(NLP): Advanced NLP solutions to enhance customer interactions, automate workflows, and extract actionable insights from unstructured data.

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and 82 more changes in the filing

The offering 18 changes

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.

This summary highlights information presented

presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our securities. You should carefully read this entire prospectus before investing in our securities including "Risk Factors," the section in this prospectus starting on page 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, 2023 2025 and incorporated by reference to into this prospectus.

Securities Ordinary Shares offered by the Selling Shareholder Shareholders

Up to 111,573,730 Ordinary Shares, consisting of (i) up to 100,000,000 ELOC Purchase Shares issuable under the EPA; (ii) 1,171,875 ELOC Warrant Shares; (iii) up to 2,591,464 Dune Conversion Shares issuable upon conversion of the Dune Note; (iv) up to 2,591,464 FirstFire Conversion Shares issuable upon conversion of the FirstFire Note; (v) 3,472,561 Dune Warrant Shares; (vi) 1,710,366 FirstFire Warrant Shares; (vii) 18,000 Dune Commitment Shares; and (viii) 18,000 FirstFire Commitment Shares. The actual number of shares sold by the Selling Shareholders will depend on the ELOC Purchase Shares purchase prices, the PIPE Warrant conversion prices, the Company's desire to sell ELOC Purchase Shares, the Selling Shareholders desire to exercise their respective warrants or in the case of Dune and FirstFire, their desire to convert the their Notes and the applicable 4.99% beneficial ownership limitations. See "The ELOC Transaction and the Dune and FirstFire Convertible Note Transactions."

Ordinary Shares outstanding after this offering (1)

113,651,203 Ordinary Shares, assuming the issuance of all of the Selling Shareholder Shares registered hereby.

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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.

Nasdaq Capital Market symbol

The Selling Shareholders may resell the Selling Shareholder Shares at prevailing market prices or privately negotiated prices. ELOC Purchase Shares are issued upon the Company's delivery of Put Notices under the EPA; Dune Conversion Shares and FirstFire Conversion Shares may be issued upon conversion of the Dune Note and FirstFire Note, respectively; and the Dune and FirstFire warrants and commitment shares are issuable or issued as described under "The ELOC Transaction and the Dune and FirstFire Convertible Note Transactions." See "Plan of Distribution."

The Selling Shareholders will receive all proceeds from the resale of

Selling Shareholder Shares offered under this prospectus. We will not receive proceeds from those resales. We may receive up to $125 million in gross proceeds under the EPA and up to $956,666.72 in aggregate net proceeds in connection with the issuance of tranches 2 and 3 of the Notes and up to $1.7 million from the exercise of the PIPE Warrants (if cashless exercise option is exercised). We will not receive proceeds from the issuance of the Conversion Shares or the issuance of the Commitment Shares.

Any proceeds received from the issuance of ELOC Purchase Shares, the issuance of the Notes or the exercise of the PIPE Warrants are expected to be used for general corporate purposes, including working capital, technology development, digital asset and artificial intelligence initiatives, and general and administrative expenses. See "Use of Proceeds" on page 17 of this prospectus.

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The number of Ordinary Shares to be outstanding immediately after this offering is based on 2,077,473 Ordinary Shares outstanding as of September 29, 2026, and excludes, as of such date:

Forward-looking statements 2 changes

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

financial condition and results of operations;

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Risk factors 181 changes

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Risks Related to the Operation of our Business

Any future expenses incurred by our directors

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

From time to time, we may be subject to legal,

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

We will require additional capital to fund

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

We intend to continue to make substantial investments

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

As a result, in addition to the revenues we generate

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

Because we are a foreign private issuer

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

Nasdaq Listing Rules require listed companies

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

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

Although as a foreign private issuer we

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

We cannot assure you that our securities will

continue to be listed on the Nasdaq Capital Market.

In addition, in order to maintain our listing

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

If the Nasdaq Capital Market subsequently delists

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

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.

If we fail to maintain proper and effective

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

After the closing of this offering, we will be

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

During the evaluation and testing process of our

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

If we are unable to maintain effective disclosure

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

We are required to maintain disclosure controls

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

We will continue to incur significant increased

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

As a public company in the United States, we

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

We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs. As a result, management's attention may be diverted from other business concerns, which could adversely affect our business and results of operations.

Risks Related to our Intellectual Property

We may be subject to damages resulting from

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

Our employees may have been previously employed

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

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

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

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

If we are not able to adequately prevent

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

We rely on trade secret protection and

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

If we are found to infringe or violate the

intellectual property rights of third parties, we could be forced to pay damages and defend against litigation.

If our methods and, processes infringe the proprietary

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

Where claims are made by clients, resistance even

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

Risks Related to the Ownership of Our Securities

of our Ordinary Shares has been, and is likely to continue to be, volatile, which could result in substantial losses to our investors.

From the closing of our initial public offering on April 17, 2023 to the date of this prospectus, the closing price of our Ordinary Shares has ranged from $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:

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

Actual or anticipated changes in our growth rate;

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

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

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

Changes in market valuations of similar companies;

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

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

Actual or threatened litigation involving us or our industry;

Additions or departures of key personnel;

A change in control of the Company;

Share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

Further issuances of Ordinary Shares by us;

Sales of Ordinary Shares by our shareholders;

Repurchases of Ordinary Shares;

and 101 more changes in the filing

Use of proceeds 9 changes

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.

The Selling Shareholders will receive all proceeds

from the resale of Selling Shareholder Shares offered under this prospectus. We will not receive proceeds from those resales. We may receive up to $125 million in gross proceeds under the EPA and up to $956,666.72 in aggregate net proceeds in connection with the issuance of tranches 2 and 3 of the Notes and up to $1.7 million from the exercise of the PIPE Warrants (if cashless exercise option is exercised).

We will not receive proceeds from the issuance of the Conversion Shares or the issuance of the Commitment Shares. Any proceeds received from the issuance of ELOC Purchase Shares, the issuance of the Notes or the exercise of the PIPE Warrants are expected to be used for general corporate purposes, including working capital, technology development, digital asset and artificial intelligence initiatives, and general and administrative expenses.

Dividend policy 5 changes

1 unchanged paragraph

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. Our Board of Directors shall have the sole discretion on the annual amount of dividend to be paid to the shareholders.

interim dividend of $0.01 per Ordinary Share. The dividend was paid out on July 31, 2023, to the shareholders whose names are on the record at the close of business on July 3, 2023. On July 31, 2023, we paid out dividends in the amount of $104,557.28 to our shareholders. While we paid dividends in 2023, we did not do so in the fiscal years ended December 31, 2024 and 2025.

4 unchanged paragraphs

However, under the terms of the Notes, the Company

may not make any cash dividends.

Plan of distribution 31 changes

The sale of the Selling Shareholder Shares offered by this prospectus could be effected in one or more of the following methods:

The 111,573,730 Selling Shareholder Shares offered

The 476,363,636 Selling Shareholder Shares offered by this prospectus are being offered by Selling Shareholders. The Selling Shareholder Alumni Capital. The Shares may be sold or distributed from time to time by the Selling Shareholder Shareholders directly to one or more purchasers or through brokers, dealers or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The sale of the Selling Shareholder Shares offered by this prospectus could be effected in one or more of the following methods:

11 unchanged paragraphs

Alumni Capital has informed us that it intends

Hudson Global Ventures, Dune and FirstFire are

each an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act.

Hudson Global Ventures, Dune and FirstFire have

informed us that they intend to use one or more registered broker-dealers to effectuate all effect sales, if any, of the Selling Shareholder Shares that it has they have acquired and or may in the future acquire from us pursuant to under the Purchase Agreement. Such EPA, the Dune SPA, the FirstFire SPA and the related securities. Those sales will be made at prices and at on terms then prevailing or at prices related to the then current then-current market price. Each such registered broker-dealer will be an underwriter within The meaning of Section 2(a)(11) of the Securities Act. Alumni Capital has Selling Shareholders have informed us that each such broker-dealer will receive commissions from Alumni Capital that will not exceed customary brokerage commissions.

Alumni Capital Hudson is an "underwriter" within

the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the "Securities Act"). Dune and FirstFire may be deemed "underwriters" within the meaning of Section 2(a)(11) of the Securities Act.

1 unchanged paragraph

in the distribution of the Selling Shareholder Shares offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the Selling Shareholder Shares sold by the any Selling Shareholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of Selling Shareholder Shares sold by the any Selling Shareholder Shareholders may be less than or in excess of customary commissions. Neither we nor the Selling Shareholder Shareholders can presently estimate the amount of compensation that any agent will receive from any purchasers of Selling Shareholder Shares sold by the any Selling Shareholder. Shareholders.

1 unchanged paragraph

Selling Shareholder Shareholders or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the Selling Shareholder Shares offered by this prospectus.

1 unchanged paragraph

We also have agreed to indemnify Alumni Capital

We estimate that the total expenses for the offering

will be approximately $80,000.

Alumni Capital has represented to us that at no

time prior to the date of the Purchase Agreement has Alumni Capital or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Selling Shareholder Shares, which establishes a net short position with respect to the Selling Shareholder Shares. Alumni Capital has agreed that during the term of the Purchase Agreement, neither Alumni Capital, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

or more supplements to this prospectus or amendments to the Registration Statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of Selling Shareholder Shares offered by this prospectus by the Selling Shareholder, Hudson, Dune or FirstFire, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such ADSs Ordinary Shares by the any Selling Shareholder, any compensation paid by the any Selling Shareholder to any such brokers, dealers, underwriters or agents, those parties and any other required information.

We will pay the expenses incident to the registration

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the ADSs Ordinary Shares covered by this prospectus by the Selling Shareholder. Shareholders.

We have agreed to indemnify the Selling Shareholders

and certain other persons against certain liabilities in connection with the offering of Selling Shareholder Shares offered hereby, including liabilities arising under the Securities Act, or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Alumni Capital has The Selling Shareholders have agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Alumni Capital any Selling Shareholder specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The Selling Shareholders have represented to us

that they and their respective agents, representatives and affiliates have not, prior to the date of the applicable transaction documents, engaged in or effected any short sale of the Selling Shareholder Shares that establishes a net short position with respect to those shares.

The Selling Shareholders have agreed that during the term of the EPA, Dune SPA and FirstFire SPA, none of them, nor any of their respective agents, representatives or affiliates, will enter into or effect any such transactions, subject to applicable law and the terms of those documents.

We have advised the Selling Shareholder Shareholders that it

is they are required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Shareholder, Shareholders, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

This offering will terminate on the date that all of the Selling Shareholder Shares offered by this prospectus have been sold by the Selling Shareholder.

all of the Selling Shareholder Shares offered by this prospectus have been sold by the Selling Shareholders.

The Selling Shareholder Shares are currently listed on the Nasdaq Capital Market under the symbol "VCIG."

on the Nasdaq Capital Market under the symbol "VCIG."

Legal matters 2 changes

We are being represented by Sichenzia Ross Ference

Ference Carmel LLP with respect to legal matters of United States federal securities law. The validity of the Ordinary Shares offered by this prospectus and legal matters as to BVI law only will be passed upon for us by Carey Olsen (BVI) L.P. Sichenzia Ross Ference Carmel LLP may rely upon Carey Olsen (BVI) L.P. with respect to matters governed by British Virgin Islands law only.

Experts 2 changes

Our consolidated financial statements as of December 31, 2023 and

and for the year ended December 31, 2022 then ended 2025 included in this prospectus by incorporation by reference to the Company's Annual Report on Form 20-F has for the year ended December 31, 2025, filed on July 15, 2026, have been audited by WWC, P.C., SFAI Malaysia PLT, an independent registered public accounting firm, as stated in their its report appearing therein. The consolidated financial statements as of December 31, 2024 and for the years ended December 31, 2024 and 2023 were audited by WWC, P.C. Such financial statements are included in reliance upon the report reports of such firm those firms given upon their authority as experts in accounting and auditing.

Enforceability of civil liability 4 changes

1 unchanged paragraph

Virgin Islands, and our officers and directors are residents outside the United States. Moreover, a majority of our consolidated assets are located outside the United States. Although we are incorporated outside the United States, we have agreed to accept service of process in the United States through our agent designated for that purpose. Nevertheless, substantially all of the consolidated assets owned by us are located outside the United States and any judgment obtained in the United States against us may not be enforceable outside the United States. There is no treaty between the United States and the British Virgin Islands providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in the British Virgin Islands. There is uncertainty as to whether judgments of courts in the United States based upon the civil liability provisions of the federal securities laws of the United States would be recognized or enforceable in the British Virgin Islands. In making a determination as to enforceability of a judgment of the courts of the United States, the BVI courts would have regard to whether the judgment was final and conclusive and on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for a fixed sum of money. In general, a foreign judgment would be enforceable in the BVI unless procured by fraud, or the proceedings in which such judgments were obtained were not conducted in accordance with principles of natural justice, or the enforcement thereof would be contrary to public policy, or if the judgment would conflict with earlier judgment(s) from British Virgin Islands or earlier foreign judgment(s) recognized in British Virgin Islands, or if the judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. Civil liability provisions of the federal and state securities law of the United States permit the award of punitive damages against us, our directors and officers. BVI courts would not recognize or enforce judgments against us, our directors and officers to the extent that doing so would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. It is uncertain as to whether a judgment of the courts of the United States under civil liability provisions of the federal securities law of the United States would be regarded by BVI courts as being pursuant to foreign, penal, revenue or other public laws. Such a determination has yet to be made by a BVI court in a reported decision.

1 unchanged paragraph

our shares will be required to exchange such interests for certificated shares and to be registered as shareholders in our shareholder register in order to have standing to bring a shareholder suit and, if successful, to enforce a foreign judgment against us, our directors or our executive officers in the BVI. A holder of book-entry interests in our shares may become a registered shareholder of our Company by exchanging such holder's interest in our shares for certificated shares and being registered in our shareholder register. The administrative process of becoming a registered shareholder could result in delays prejudicial to any legal proceeding or enforcement action.

A holder of book-entry interests in our shares

may become a registered shareholder of our Company by exchanging such holder's interest in our shares for certificated shares and being registered in our shareholder register. The administrative process of becoming a registered shareholder could result in delays prejudicial to any legal proceeding or enforcement action.

Where you can find additional information 23 changes

We have filed with the SEC a registration statement

statement on Form F-1, including relevant exhibits and schedules under the Securities Act, covering the Securities offered by this prospectus. You should refer to our registration statements and their exhibits and schedules if you would like to find out more about us and about our Securities. This prospectus summarizes material provisions of contracts and other documents that we refer you to. Since the prospectus may not contain all the information that you may find important, you should review the full text of these documents.

1 unchanged paragraph

informational requirements of the Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders under the federal proxy rules contained in Sections 14(a), (b) and (c) of the Exchange Act, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

3 unchanged paragraphs

the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

5 unchanged paragraphs

our Annual Report on Form

20-F for the year ended December 31, 2023, filed on April 30, 2024 as amended on October our reports of foreign private issuer on Form 6-K, filed on January 19, 2024 , January 26, 2024 , April 5, 2024 , May 31, 2024 , July 5, 2024 , July 17, 2024 , July 17, 2024 , July 26, 2024 , July 29, 2024 , August 6, 2024 , August 13, 2024 , August 19, 2024 , August 22, 2024 , September 6, 2024 , September 24, 2024 and September 27, 2024 ;

the description of our Ordinary Shares which is registered under

8-A , filed on March 31, 2023.

The following documents filed by us with the Commission are incorporated by reference in this prospectus:

are incorporated by reference in this prospectus:

our Annual Report on Form 20-F for the year ended December 31, 2025, filed on July 15, 2026;

our reports of foreign private issuer on Form 6-K filed on January 23, 2026 , January 25, 2026 , February 11, 2026 , February 18, 2026 , February 25, 2026 , March 3, 2026 , March 9, 2026 , March 17, 2026 , April 17, 2026 , May 21, 2026 , May 27, 2026 , May 28, 2026 , June 2, 2026 , June 3, 2026 , June 26, 2026 , August 3, 2026 , August 20, 2026 , and August 20, 2026 ;

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

2 unchanged paragraphs

Any statement contained in a document incorporated

incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

2 unchanged paragraphs

KL Eco City, No. 3 Jalan Bangsar

Suite 33.03 of Level 33, Menara Exchange 106

Lingkaran TRX, Tun Razak Exchange

55188 Kuala Lumpur, Malaysia

1 unchanged paragraph

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

Up to 111,573,730 Ordinary Shares

1 unchanged paragraph

Recent sales of unregistered securities 104 changes

Since the Company's incorporation on November

On April 8, 2022, we issued 33,300,100 Ordinary

Shares to certain of our officers and directors and 100,000 Ordinary Shares to Acton Burnell Sdn Bhd, a company controlled by one of our directors for $0.0001 per share.

From April 8, 2022 until November 1, 2022, 1,012,159

ordinary shares were issued to various investors between USD2.50 to USD4.00 per share.

In October 2022, we issued 688,245 Ordinary Shares

to Exchange Listing, LLC as part of their consulting compensation.

On April 13, 2023, we issued 47,924 Ordinary Shares

to Exchange Listing, LLC as part of their consulting compensation.

On April 17, 2023, 1,280,000 ordinary shares were

issued in our initial offering at USD4.00 per ordinary share, before deduction the discounts and expenses.

On May 3, 2023, the Company issued 229,453 Ordinary

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

On May 3, 2023, 380,000 ordinary shares were issued,

in aggregate, to certain of our executive officers and employees pursuant to their employment agreements.

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

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

On May 31, 2023, the Company issued 600,000 restricted

shares of the Company's Ordinary Shares, at a value of $2.50 per share, to GlobexUS, inconsideration 500 shares of common stock, par value $.0001 per share of GlobexUS, pursuant to a share purchase agreement.

On August 1, 2023, the Company issued 286,533

restricted shares of the Company's Ordinary Shares, at a value of $3.49 per share, to ZCity Sdn Bhd, as their service consideration pursuant to a software development agreement.

On August 1, 2023, the Company issued 14,327 restricted

shares of the Company's Ordinary Shares, at a value of $3.49 per share, to Outside The Box Capital Inc., as their consideration pursuant to a marketing agreement.

In the last three years, the registrant has granted

30, 2021, the registrant has granted or issued the following securities of the registrant that were not registered under the Securities (a) Issuances of Capital Stock. Act:

(a) Issuances of Capital Stock.

4 unchanged paragraphs

Ordinary Shares to our directors as compensation.

In March 2024, 6 Ordinary Shares (representing

11,191,047 shares before giving retroactive effect to the four rounds of reverse share splits) were issued to Sichenzia Ross Ference Carmel LLP as consideration for legal services rendered to the Company.

In April 2024, 1 Ordinary Share (representing

1,697,447 shares before giving retroactive effect to the four rounds of reverse share splits) was issued to Exchange Listing, LLC as true-up shares at approximately $1.73 per share (before the reverse share splits).

In May 2024, 5 Ordinary Shares (representing 8,000,000

shares before giving retroactive effect to the four rounds of reverse share splits) were issued to several third-party companies as prepayment for the development of proprietary software, including the Vendor and Customer Relationship Management system and Cloud Management Platform.

On July 2 and July 12, 2024, an aggregate of 3

Ordinary Shares (representing 3,900,603 shares before giving retroactive effect to the four rounds of reverse share splits) were issued to Boustead Securities LLC and Cogia GmbH as consideration for the acquisition of Socializer Messenger, a highly secure messaging platform.

In August 2024, we issued an aggregate of 227,762 1 Ordinary

Share (representing 227,762 shares before giving retroactive effect to the four rounds of reverse share splits) to our directors as compensation.

In 2024, an aggregate of 57 Ordinary Shares (representing

52,820,605 Ordinary Shares before giving retroactive effect to the applicable reverse share splits) were issued to Codetext Limited as prepayment for services rendered to the Company.

On December 11, 2024, 1 Ordinary Share (representing

48,316 shares before giving retroactive effect to three rounds of reverse share splits) was issued to three independent directors as gratuity payments for their past services upon their resignation.

From January 1 to December 13, 2024, an aggregate

of 5 Ordinary Shares (representing 1,540,849 Ordinary Shares before giving retroactive effect to the applicable reverse share splits) were issued to executive directors and independent directors pursuant to their employment agreements.

From January 2 to January 7, 2025, an aggregate

of 134 Ordinary Shares (representing 4,822,810 Ordinary Shares before giving retroactive effect to three rounds of reverse share splits) were issued to CEO Dato' Hoo Voon Him pursuant to securities purchase agreements.

From January 7, 2025 until September 29, 2025,

an aggregate of 1,571 Ordinary Shares (representing 3,351,943 Ordinary Shares before giving retroactive effect to the applicable reverse share splits) were issued to management staff, executive directors and independent directors pursuant to their employment agreements.

On January 7, 2025, 2 Ordinary Shares (representing

56,180 Ordinary Shares before giving retroactive effect to three rounds of reverse share splits) were issued to Carlson Thow pursuant to a legal consultancy services agreement.

On January 9, 2025, 1 Ordinary Share (representing

39,370 Ordinary Shares before giving retroactive effect to three rounds of reverse share splits) was issued to W Capital Markets Pte.

Ltd. pursuant to an engagement letter to act as Arranger dated December 3, 2024.

On June 12, 2025, 846 Ordinary Shares (representing

1,522,288 Ordinary Shares before giving retroactive effect to the 1:30 and 1:60 reverse share splits) were issued to various investors as share pledges pursuant to a friendly loan agreement.

On June 26, 2025, 6,614 Ordinary Shares (representing

11,904,764 shares before giving retroactive effect to the 1:30 and 1:60 reverse share splits) were issued to various investors in exchange for a 20% ownership interest in Quantgold Data Group Limited.

From October 3, 2025 until October 22, 2025, 14,735

Ordinary Shares (representing 884,090 Ordinary Shares before giving retroactive effect to the 1:60 reverse share split) were issued as referral fees in connection with the introduction of new clients.

On November 10, 2025, 14,667 Ordinary Shares (representing

880,000 Ordinary Shares before giving retroactive effect to the 1:60 reverse share split) were issued to subscribe for Oobit tokens, the native utility token for the Oobit cryptocurrency.

On November 11, 2025, an aggregate of 104,569

Ordinary Shares (representing 6,274,169 shares before giving retroactive effect to the 1:60 reverse share split) were issued to certain executive officers pursuant to the Employee Stock Ownership Plan.

On February 24, 2026, 205,000 Ordinary Shares

(representing 12,300,000 Ordinary Shares before giving retroactive effect to the 1:60 reverse share split) were issued to certain shareholders of Reveillon Group Limited as a deposit in connection with the Company's right to acquire additional shares of Reveillon Group Limited.

3 unchanged paragraphs

and 40 more changes in the filing

Undertakings 49 changes

2 unchanged paragraphs

7 unchanged paragraphs

1 unchanged paragraph

and 49 more changes in the filing

Exhibits 22 changes

and 22 more changes in the filing