VCI Global: Securities offering (amended)

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REGISTRATION STATEMENT

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AMENDMENT NO. 1 TO FORM F-1

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on September 29, 2026

Registration No. [●] 333-299190

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DATED SEPTEMBER [●], 2026

DATED NOVEMBER 2, 2026

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Up to 111,573,730 Ordinary Shares

This prospectus relates to the offer and resale

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

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

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

Up to 102,142,986 Ordinary Shares

This prospectus relates to the 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

Global Opportunities Fund LLC ("FirstFire"), or its permitted assigns (collectively, the "Selling Shareholders"

"Selling Shareholders" and, individually, a "Selling Shareholder"), of up to an aggregate of 111,573,730 102,142,986 Ordinary Shares, no par value ("Ordinary

Shares"), of VCI Global Limited, a British Virgin Islands corporation (the 111,573,730 "Company"). The 102,142,986 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")

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 65,104 Ordinary Shares (the "ELOC Warrant Shares") issuable upon exercise of warrants (the "ELOC

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 2,591,464 893,971 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 893,971

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 192,920 Ordinary Shares (the

(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

issued to Dune pursuant to the Dune SPA; (vi) up to 1,710,366 95,020 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

"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) 1,000 Ordinary Shares (the

(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 1,000 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

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 $0.18 per share. The PIPE Warrants are five year warrants with an initial exercise price of $2.00 $36.00 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. "

Except for the ELOC Purchase Shares, all share

numbers and per share exercise prices set forth in this prospectus give retroactive effect to the 1-for-18 reverse stock split of our

Ordinary Shares effected on November 2, 2026 (the "Reverse Stock Split"). As a result of the Reverse Stock Split, every eighteen (18) Ordinary Shares issued and outstanding were combined into one (1) Ordinary Share, the number of Ordinary Shares issuable upon exercise of the ELOC Warrant and the PIPE Warrants was divided by eighteen (18), and the exercise price of each such warrant was multiplied by eighteen (18). Because Hudson's commitment under the EPA is denominated in dollars and the ELOC Purchase Price is based on the market price of our Ordinary Shares, the number of ELOC Purchase Shares registered hereby has not been adjusted for the Reverse Stock

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

The prices at which the Selling Shareholders may

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 cash exercises of the PIPE Warrants. We will not receive any proceeds from the issuance of the Conversion Shares or the Commitment Shares.

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.

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Ordinary Shares on Nasdaq was $1.625 per share.

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

Capital Market ("Nasdaq") under the symbol "VCIG." On September 28, October 30, 2026, the last reported sale price of our Ordinary Shares on Nasdaq was $3.04 per share.

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high degree of risk, including the risk of losing your entire investment. See " Risk Factors " beginning on page 9 12 to read about factors you should consider before buying our securities.

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as defined under the federal securities laws and may elect to comply with reduced public company reporting requirements. Please read "Implications of Our Being an Emerging Growth Company" beginning on page 5 8 of this prospectus for more information.

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Private Issuer Status" beginning on page 6 9 of this prospectus for more information.

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in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale resale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted. The information contained in this prospectus is accurate only as of its date regardless of the time of delivery of this prospectus or of any sale resale of our subordinate voting ordinary shares.

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31. References to a particular "fiscal year" are to our fiscal year ended December 31 of that calendar year. Our audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board. Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them; and otherwise noted: (i) all industry and market data in this prospectus is presented in U.S. dollars, (ii) all financial and other data related to VCI in this prospectus is presented in U.S. dollars, (iii) all references to "$" or "USD" in this prospectus (other than in our financial statements) refer to U.S. dollars, (iv) all references to "RM" in this prospectus refer to Malaysian Ringgits, and (v) all information in this prospectus assumes the issuance and sale of the maximum number of Ordinary Shares available in this offering.

dollars, (ii) all financial and other data related to VCI in this prospectus is presented in U.S. dollars, (iii) all references to "$" or "USD" in this prospectus (other than in our financial statements) refer to U.S. dollars, (iv) all references to "RM"

in this prospectus refer to Malaysian Ringgits, and (v) all information in this prospectus assumes the issuance and resale of the maximum number of Ordinary Shares available in this offering.

Ordinary Share numbers and Ordinary Share prices take into account the Company's 1:18 Reverse Stock Split that occurred on

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Prospectus summary 57 changes

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You should rely only on the information contained

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.

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 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 are the Selling Shareholders seeking an offer to buy, the Selling Shareholder Shares in any jurisdiction where the offer or sale resale is not permitted. No offers or sales resales of any of the Selling Shareholder Shares are to be made in any jurisdiction in which such an offer or sale a resale 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 resales of the Selling Shareholder Shares offered hereby or thereby.

You should read the entire prospectus and any

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

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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 22 25 and 23, 26, respectively, of this prospectus.

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The NVIDIA-powered AI GPU Computing Center is operated by V Gallant Sdn Bhd, a wholly-owned subsidiary of V Gallant, and is part of the Technology Related Business being separated under the Separation Agreement. Following the separation, the center will be owned and operated by V Gallant and not by us. Following the separation, we will hold approximately 34% of V Gallant, and we will continue to consolidate its financial results, presenting the 66% held by others as non-controlling interest. V Gallant's activities, including the GPU computing center, VGAIN Cloud, VGAIN Compute and its pending initial public offering, affect us through the value of our retained interest in V Gallant and through V Gallant's consolidated results.

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Reverse Stock Splits . On

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reverse stock split of its Ordinary Shares. The Company's Ordinary Shares are currently trading under the Company's existing trading symbol "VCIG" with the new CUSIP number G98218129. The reverse stock split reduced the number of ordinary shares issued and outstanding from approximately 20,571,301to approximately 1,371,493.

reverse stock split of its Ordinary Shares.

On November 2, 2026, the Company effectuated a 1-for-18 Reverse Stock

Split under the Company's existing trading symbol "VCIG" with the new CUSIP number G98218137. The Reverse Stock Split reduced the number of Ordinary Shares issued and outstanding from approximately 9,639,594 to 535, 619. No fractional shares were issued in connection with the Reverse Stock Split. Fractional shares were rounded up to the next nearest number at the participant level. Vstock Transfer, LLC will provide instructions to any shareholder with physical stock certificates regarding the process for exchanging their certificates for split-adjusted shares in "book-entry form." Shares held by shareholders through a broker will have their accounts automatically credited by their brokerage firm, bank, or other nominee, as will any shareholder who held their shares in book-entry form at Vstock Transfer, LLC.

These reverse stock splits were primarily effected described above

were primarily effected to maintain compliance with Nasdaq's minimum bid price requirement and to strategically position the Company for a potential landmark institutional transaction.

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the Company completed disposals of several non-core subsidiaries as part of a corporate restructuring and strategic realignment, including Imej Jiwa Communications Sdn. Bhd., interests transferred to VHKL Private Capital Limited, and interests in V Capital Consulting Limited, VCI Energy Limited, V Capital Real Estate Limited and the Credilab Group. The disposals were intended to allow the Group to focus resources on its core AI, technology infrastructure and real-world asset consultancy initiatives.

Subsidiary Disposals . During 2025,

2025, the Company completed disposals of several non-core subsidiaries as part of a corporate restructuring and strategic realignment, including Imej Jiwa Communications Sdn. Bhd., interests transferred to VHKL Private Capital Limited, and interests in V Capital Consulting Limited, VCI Energy Limited, V Capital Real Estate Limited and the Credilab Group. The disposals were intended to allow the Group to focus resources on its core AI, technology infrastructure and real-world asset consultancy initiatives. The consideration of US$33,975,000 for the sale of our entire equity interest in V Capital Consulting Group ("VCCG") to VHKL, an entity owned and controlled by our Chairman and Chief Executive Officer, is payable in cash and/or through the issuance or transfer of "shares listed on a major stock exchange" or a combination of both. The phrase "shares listed on a major stock exchange" does not refer to the stock of any particular company. As of the date of this prospectus, neither we nor VHKL has identified any specific issuer, and no shares have been designated, delivered or agreed upon. The phrase is intended to carry its ordinary meaning: ordinary shares of a company that are listed and freely tradable on a recognized national securities exchange, including but not limited to the New York Stock Exchange, Nasdaq, the Stock Exchange of Hong Kong and the London Stock Exchange. Under a supplemental agreement dated August 1, 2026, monthly cash payments of US$500,000 begin only after VCCG completes its initial public offering, and if the initial public offering does not occur the full amount is due on December 15, 2028. See "Risk Factors-Risks Related to Our Business-We may not receive, or may be delayed in receiving, the US$33,975,000 owed to us for the sale of VCCG, and we have limited recourse if VHKL does not pay."

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Subscription Agreements with Victor Hoo .

Hoo . On May 20, 2026, the Company entered into a private subscription agreement with Victor Hoo Voon Him for 4,445 Ordinary Shares at $202.50 per share (representing 1,200,000 Ordinary Shares at $0.75 per share before giving retroactive effect to the 1-for-15 and 1-for-18 reverse share splits) for aggregate consideration of $900,000. On May 26, 2026, the Company entered into a second private subscription agreement with Mr. Hoo for 2,423 Ordinary Shares at $359.10 per share (representing 654,135 Ordinary Shares at $1.33 per share before giving retroactive effect to the 1-for-15 and 1-for-18 reverse share splits) for aggregate consideration of $870,000. On Sep 30, 2026, the Company entered into a third private subscription agreement with Mr. Hoo for 193,349 Ordinary Shares at $1.62 per share (before giving retroactive effect to the 1-for-18 reverse share splits) for aggregate consideration of $313,226.

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Credit Indonesia . On June 2, 2026, V Gallant Limited entered into a definitive share sale agreement to acquire 14,000 ordinary shares of PT Fine Carbon Credit Indonesia ("FCCI") from Hong Kong Fine Technology Co., Limited (the "Vendor"), representing 70% of FCCI's issued and paid-up share capital. On June 17, 2026, the parties amended the agreement so that the consideration is satisfied by the issuance of 75,000,000 ordinary shares of V Gallant to the Vendor, each carrying one vote, in place of the 60,000,000 Class A shares and 5,000,000 supervoting Class B shares originally agreed, and the stated purchase consideration was changed from US$65,000 to US$225 million. All other terms, including the right of either party to rescind if V Gallant's Nasdaq listing is not completed within 12 months of the agreement, are unchanged. Completion remains subject to customary conditions, including the accuracy of the vendor's warranties and the absence of governmental or court orders restraining or materially altering the transaction. FCCI will be a subsidiary of V Gallant, and our interest in FCCI will be indirect, at approximately 24% on a look-through basis.

Memorandum of Understanding with Tianneng .

On December 19, 2025, our subsidiary VCI Energy Sdn Bhd ("VCI Energy") entered into a non-binding memorandum of understanding (the "MOU") with Zhejiang Tianneng Energy Storage Technology Development Co., Ltd. ("Tianneng"), a China-incorporated battery manufacturer, for a proposed solar energy plant in Melaka, Malaysia, as part of our expansion into renewable energy infrastructure.

Under the MOU, VCI Energy would own the project, and the parties intend for Tianneng, its local affiliate or a mutually agreed nominee to be appointed as engineering, procurement, construction and financing facilitation contractor under a definitive agreement to be negotiated.

The MOU has an initial one-year term, renews automatically for further one-year periods unless either party gives 30 days' notice of non-renewal, and may be terminated by either party on three months' notice. The MOU is non-binding except for certain customary provisions, and neither party has any liability to the other if no definitive agreement is executed. We are still identifying suitable sites, and no definitive agreement or financing has been entered into. The MOU does not provide for any payment, and no payments have been made or received under it to date.

Partnership Agreement with Mezzofy .

On February 17, 2026, our subsidiary Smart Bridge Technologies Limited ("Smart Bridge") entered into a partnership agreement with Mezzofy Holding Limited ("Mezzofy"), a Cayman Islands voucher platform operator, to jointly establish and operate a digital exchange for trading tokenized real-world-asset vouchers and coupons. The parties will form a joint entity to operate the exchange, owned 51% by Smart Bridge and 49% by Mezzofy on a preliminary basis. Smart Bridge may, at its discretion, provide initial funding of up to US$3.0 million but is not obliged to make any capital contribution. The agreement has an initial one-year term, or continues for as long as the joint entity exists if it is established within that year, and either party may terminate on 60 days' notice before then. As of the date of this prospectus, the joint entity has not been incorporated, the exchange has not launched, and no funding has been provided or other payments made or received under the agreement.

Terminated Term Sheet with Youlife Group .

On January 28, 2026, we entered into a term sheet with Youlife Group Inc. (Nasdaq: YOUL) ("Youlife") to jointly launch a robotics-enabled "workforce-as-a-service" platform in Southeast Asia. On March 1, 2026, the parties mutually agreed to discontinue the transaction and the term sheet was terminated, and we do not currently plan to pursue the platform with Youlife. No payments or other compensation were made or received by either party under the term sheet, and we have no continuing obligations or liabilities under it other than customary confidentiality obligations.

Formation of ROBODAX . On February 20, 2026, we announced the formation of ROBODAX, an internal strategic initiative to bring our robotics automation and real-world asset digital infrastructure plans under a single platform framework.

ROBODAX is not a separate agreement with any third party, and we have not entered into any binding agreement for it. We intend to develop it further only if suitable opportunities arise. No material payments or other compensation have been made or received in connection with ROBODAX to date.

AI GPU Computing Center and Intelli-X .

On March 3, 2026, V Gallant Sdn Bhd began operating an NVIDIA-powered AI GPU computing center in Malaysia, offering GPU compute leasing and dedicated private clusters to enterprise, government and SME customers. The center remains in operation and forms part of the Technology Related Business being separated to V Gallant. In the same announcement, we introduced Intelli-X, an enterprise large language model platform to be offered on a subscription basis. Following the departure of the personnel responsible for Intelli-X, we have discontinued the platform and no longer offer it.

AI Compute Treasury Strategy .

On March 11, 2026, we announced our "AI Compute Treasury" strategy, under which we plan to progressively acquire and deploy NVIDIA GPU infrastructure to provide AI inference compute capacity to enterprises and developers, and we intend to deploy additional GPUs over time as funding and market conditions permit. The strategy is an internal initiative rather than an agreement with any third party.

Terminated Term Sheet for Investment

in Brazilian Gold Asset . On April 30, 2026, we entered into a binding term sheet with Montes Verdes Participa es Tocantins Ltda ("Montes Verdes"), a Brazilian company whose principal asset is a gold mining concession in the State of Goi s, and its shareholders, for a proposed strategic investment. Under the term sheet, we were to acquire an 8% interest in Montes Verdes in exchange for US$8.0 million of newly issued Ordinary Shares, with an option to increase our interest to 51%, subject to due diligence, an independent resource report and a definitive agreement. No definitive agreement was signed, and on September 1, 2026 the term sheet was discontinued and we do not intend to pursue the transaction. No compensation was made or received by either party under the term sheet.

Strategic Gold Treasury Program .

On May 14, 2026, we announced a Strategic Gold Treasury Program, an internal treasury initiative under which we intended to establish a reserve of physical gold and Tether Gold (XAUT), a gold-backed digital asset issued by Tether. The program is not an agreement with any third party, and we have not entered into any binding agreement for it. The program is currently on hold, and we have not purchased any physical gold or XAUT, allocated any funds to it or made or received any payments in connection with it.

Galactic OPC . On June 5, 2026,

we announced plans, through V Gallant, to launch Galactic OPC, a proprietary AI-native business platform that uses AI agents to support functions such as sales, marketing, finance and operations, together with the Galactic OPC Hub, a physical workspace within the vicinity of V Gallant's GPU Lounge offering collaborative space and GPU access. Galactic OPC is an internal initiative and is not subject to any agreement with a third party. As of the date of this prospectus, the platform and the Hub are ready for use.

Launch of VGAIN Cloud . On July

23, 2026, we announced the launch of V Gallant AI Neo Cloud ("VGAIN Cloud"), a sovereign AI cloud platform developed by V Gallant, offering GPU compute and secure AI infrastructure to enterprises, government-linked organizations and regulated industries.

The rollout is being undertaken in partnership with Omnia Nexus Group Limited ("Omnia Nexus") under a Master Strategic Collaboration Agreement dated June 23, 2026 between V Gallant and Omnia Nexus (the "Collaboration Agreement"), which is filed as an exhibit to the Registration Statement. Under the Collaboration Agreement, Omnia Nexus owns the hardware and carries on the VGAIN Cloud business, and V Gallant retains ownership of the VGAIN brand and platform intellectual property and provides deployment, hosting, operations, support and customer-sourcing services. Fees under the related engagement letter total US$6.0 million, comprising US$3.3 million for hardware procurement, US$1.7 million for software, a US$0.5 million set-up fee and a US$0.5 million mobilization fee. The licensing of the VGAIN brand and the sharing of net operating profit are governed by a separate licensing agreement between the parties. The Collaboration Agreement has a fixed term of 18 months, may be extended by mutual agreement, and is governed by Malaysian law. As of the date of this prospectus, the first flagship facility has been launched as the initial hub for customer onboarding and deployment.

Galatron AI Factory . On August

26, 2026, we announced Galatron AI Factory, an internal initiative to develop prefabricated modular data center units for AI computing, with a roadmap targeting up to 500MW of capacity over approximately five years, beginning with an initial 5MW module with commercial power-on targeted for the third quarter of 2027. We are still identifying a site and manufacturing facility, and have not entered into any binding agreement for the initiative. No material payments or other compensation have been made or received in connection with it to date.

VGAIN Compute AI Token Platform .

On October 6, 2026, we announced that VGAIN Compute, an AI token platform developed by V Gallant, had gone live. The platform allows users to purchase AI tokens on a usage basis to access third-party large language models. The platform is at an early stage, and no material payments or other compensation have been made or received in connection with its launch beyond ordinary-course usage fees to model providers.

Although V Gallant is being separated under the Separation Agreement, we will retain an approximately 34% interest in V Gallant and will continue to consolidate its financial results; accordingly, VGAIN Compute affects us through the value of our retained interest in V Gallant and through V Gallant's consolidated results.

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million Digital Asset Treasury Strategy focused on acquiring OOB tokens, the utility asset of the Oobit ecosystem. The first phase contemplated the acquisition of 250 million OOB tokens through the issuance of 880,000 Ordinary Shares and pre-funded warrants, together with an additional $50 million of cash purchases on the secondary market. As of the date of the FY 2025 annual report, the Company had completed initial secondary-market purchases totaling $1 million and had been appointed treasury manager for the OOB Foundation. The Company's subsidiary RoboDAX Limited has also pursued real-world asset and token-related initiatives. On March 3, 2026, the Company's indirect wholly-owned subsidiary V Gallant Sdn Bhd launched Malaysia's first NVIDIA-powered AI GPU Computing Center. As of September 29, 2026, the pre-funded warrants are fully exercised.

million Digital Asset Treasury Strategy focused on acquiring OOB tokens, the utility asset of the Oobit ecosystem. The first phase contemplated the acquisition of 250 million OOB tokens under a Securities Purchase Agreement dated November 10, 2025 ("SPA") with S2MA Capital Limited ("S2MA"), in exchange for 55 Ordinary Shares and pre-funded warrants ("PFWs") for 3,033 Ordinary Shares (representing 880,000 Ordinary Shares and PFWs for 49,120,000 Ordinary Shares before giving retroactive effect to the 1-for-60, 1-for-15 and 1-for-18 reverse stock splits effected on February 27, 2026, August 24, 2026 and November 2, 2026, respectively), together with additional secondary-market purchases of up to $50 million funded by drawdowns under the Company's equity line with Alumni Capital LP.

As of October 2026, the Company holds 254,174,603 OOB tokens: 250,000,000 received under the SPA and 4,174,603 purchased on the secondary market for $1 million in cash. Based on a price of $0.00666 per token on November 1, 2026 as quoted on Kraken, these holdings were worth approximately $1.692 million.

The Company is not obligated to purchase any specific amount of additional OOB tokens. However, the SPA provided that Alumni Capital LP would purchase $50 million of Ordinary Shares under the equity line by December 31, 2025, with the proceeds to be used solely to purchase cryptocurrencies. This was not fully satisfied by that date, S2MA has waived this condition by written waiver dated October 29, 2026.

S2MA assigned the PFWs to its underlying shareholders,

including Tether Investment Limited ("Tether"). Based on the Company's share capital as of the date of the SPA, full exercise of the PFWs on that date would have made Tether the Company's largest shareholder. However, as of September 29, 2026, when all of the PFWs had been exercised, the Company's outstanding share capital had increased as a result of subsequent issuances of Ordinary Shares, and Tether holds less than 5% of the Company's outstanding Ordinary Shares.

The Company's subsidiary RoboDAX Limited

has also pursued real-world asset and token-related initiatives. On March 3, 2026, V Gallant Sdn Bhd, a wholly-owned subsidiary of V Gallant, launched Malaysia's first NVIDIA-powered AI GPU Computing Center, which forms part of the Technology Related Business being separated under the Separation Agreement.

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The offering 9 changes

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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 12 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, 2025 and incorporated by reference into this prospectus.

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Up to 111,573,730 102,142,986 Ordinary Shares, consisting of (i) up to 100,000,000 ELOC Purchase Shares issuable under the EPA; (ii) 1,171,875 65,104 ELOC Warrant Shares; (iii) up to 2,591,464 893,971 Dune Conversion Shares issuable upon conversion of the Dune Note; (iv) up to 2,591,464 893,971 FirstFire Conversion Shares issuable upon conversion of the FirstFire Note; (v) 3,472,561 192,920 Dune Warrant Shares; (vi) 1,710,366 95,020 FirstFire Warrant Shares; (vii) 18,000 1,000 Dune Commitment Shares; and (viii) 18,000 1,000 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."

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 Notes and the applicable 4.99% beneficial ownership limitations.

See "The ELOC Transaction and the Dune and FirstFire Convertible Note Transactions."

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113,651,203 102,676,605 Ordinary Shares, assuming the issuance of all of the Selling Shareholder Shares registered hereby.

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The Selling Shareholders will receive all proceeds from the resale of

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. 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 assets and artificial intelligence initiatives, and general and administrative expenses. See "Use of Proceeds" on page 17 20 of this prospectus.

3 unchanged paragraphs

The number of Ordinary Shares to be outstanding immediately after this offering is based on 2,077,473 535,619 Ordinary Shares outstanding as of September 29, November 2, 2026, and excludes, as of such date:

Risk factors 13 changes

2 unchanged paragraphs

Risks Related to Our Business

We may not receive, or may be delayed

in receiving, the US$33,975,000 owed to us for the sale of VCCG, and we have limited recourse if VHKL does not pay.

We do not retain a pledge, security interest

or escrow arrangement over the transferred VCCG shares or other assets of VHKL to guarantee performance. Our right to receive payment is an unsecured contractual claim against VHKL. Because we transferred legal and beneficial ownership of VCCG at closing, we have no right to rescind the sale or recover the VCCG shares if VHKL does not pay. Our remedy would be a claim for damages, which may be costly, slow and uncertain to enforce.

Our realization of the US$33,975,000 consideration depends on VHKL's financial condition, liquidity, and ability to monetize assets over the three-year period ending December 15, 2028. To the extent payment is satisfied through listed shares, receipt of the full economic value is subject to prevailing market prices, trading liquidity, and general equities market volatility at the time of transfer. Under a supplemental agreement dated August 1, 2026, monthly cash payments of US$500,000 begin only after VCCG completes its initial public offering, and if the initial public offering does not occur the full amount is due on December 15, 2028. Any transfer of VCCG shares may be restricted by initial public offering lock-up arrangements, and VHKL is not in breach of the agreement if such restrictions prevent a transfer.

3 unchanged paragraphs

We generally have the right to control the timing and amount of any future sales of our shares to Hudson. Additional sales of our common stock, if any, to the Hudson will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Hudson all, some or none of the additional shares of our common stock that may be available for us to sell pursuant to the EPA.

If and when we do sell shares to Hudson, after Hudson has acquired the shares, Hudson may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Hudson by us could result in substantial dilution to the interests of other holders of our Ordinary Shares.

On September 23, 2026, we entered into the EPA,

EPA, pursuant to which Hudson has committed to purchase up to $125 million of our Ordinary Shares. Upon the execution of the ELOC Purchase Agreement, we issued the ELOC Warrant to purchase 1,171,875 65,104 Ordinary Shares at an exercise price of $0.01 $0.18 per share as a fee for its commitment to purchase shares of our common stock under the EPA. The ELOC Purchase Shares that may be issued under the EPA may be sold by us to Hudson at our sole discretion from time to time over a 36-month period commencing after the satisfaction of certain conditions set forth in the EPA. The purchase price for the shares that we may sell to Hudson under the EPA will fluctuate based on the trading price of our Ordinary Shares. Depending on market liquidity at the time, sales resales of such shares may cause the trading price of our Ordinary Shares to decrease. We generally have the right to control the timing and amount of any future sales of our shares to Hudson. Additional sales of our common stock, if any, to the Hudson will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Hudson all, some or none of the additional shares of our common stock that may be available for us to sell pursuant to the EPA. If and when we do sell shares to Hudson, after Hudson has acquired the shares, Hudson may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Hudson by us could result in substantial dilution to the interests of other holders of our Ordinary Shares.

4 unchanged paragraphs

Investors who buy shares at different times

times will likely pay different prices, and the sale resale or issuance of Ordinary Shares to the Selling Shareholders could cause the price of our Ordinary Shares to decline.

1 unchanged paragraph

subject to market demand, to vary the timing, prices, and numbers of shares sold to Hudson and Hudson will have the discretion to exercise the ELOC Warrant in varying amounts and dates. Under the Notes and PIPE Warrants, Dune and FirstFire will have the discretion to convert the Notes and exercise the PIPE Warrants in varying amounts and dates. If and when we do elect to sell ELOC Shares pursuant to the ELOC Purchase Agreement or Hudson decide to exercise the ELOC Warrant or Dune or FirstFire decide to convert the applicable Note or exercise the applicable PIPE Warrant, after the applicable Selling Shareholder has acquired such shares, it may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from a Selling Shareholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from a Selling Shareholder in this offering as a result of future sales resales made by us to the Selling Shareholder at prices lower than the prices such investors paid for their shares in this offering. Further, the sale resale of a substantial number of Selling Shareholder Shares by the Selling Shareholders, or anticipation of such sales, resales, could cause the trading price of our Ordinary Shares to decline or make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise desire.

10 unchanged paragraphs

The eloc transaction and the dune and firstfire convertible note transactions 14 changes

16 unchanged paragraphs

to enter into the EPA, we issued a common stock purchase warrant for 1,171,875 65,104 ELOC Warrant Shares at an exercise price of $0.01 $0.18 per share.

17 unchanged paragraphs

Giving Effect to the

3 unchanged paragraphs

The assumed offering price, which is the closing price of our Ordinary Shares on September 23, October 30, 2026. The actual purchase price under the equity line of credit will be determined pursuant to the pricing formula in the agreement. The "Initial Purchase Price" is 95% of the average of the three lowest traded prices of the Ordinary Shares on the Principal Market during the five Trading Days immediately preceding the applicable Put Date. The "Market Price" is 95% of the average of the three lowest traded prices during the Valuation Period. The "Purchase Price" for each Put is the lesser of the Initial Purchase Price and the Market Price. Accordingly, the actual purchase price will be at a discount to market prices, and the resulting dilution to investors may be greater than that presented in the table above.

3 unchanged paragraphs

On September 23, 2026, we entered into the Dune

Dune SPA and the FirstFire SPA. Under the SPAs we agreed to issue the Notes the PIPE Warrants, and the Commitment Shares and execute separate security agreements in favor of Dune and FirstFire. The Dune Note and FirstFire Note are pari passu secured obligations. Upon the execution of the SPAs we issued the Commitment Shares to Dune and FirstFire in the amounts of 18,000 1,000 shares to each.

17 unchanged paragraphs

Dune and FirstFire may each convert all or any

any portion of the outstanding principal amount and interest under their respective Note at any time, subject to the applicable 4.99% Beneficial Ownership Limitation. For each Note, the conversion price per share is the greater of (x) $0.328 $5.904 (the "Floor Price") and (y) the lesser of the $2.00 $36.00 or 82% of the average of the three lowest traded prices of the Ordinary Shares during the 15 Trading Days immediately preceding the applicable Conversion Date. However, if the result obtained from clause (y) above is below the Floor Price, and thereafter the holder of a Note converts such Note, such holder will be entitled to receive in addition to the Ordinary Shares received in such conversion, either cash or an increase to the principal amount of its Note, in each case, in an amount equal to (x) the number of Ordinary Shares they did not receive in such cashless exercise because of the Floor Price limitation multiplied by (y) the closing price of the Ordinary Shares on the date of the exercise notice; provided that if the option to add such amount to the Note is elected then an additional 10% premium shall be included in such amount.

12 unchanged paragraphs

money judgment, writ or similar process shall be entered or filed against the Commpany Company or any subsidiary of the Company or any of its property or other assets for more than $1,000,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the Company;

11 unchanged paragraphs

at any time on or after the Issue Date, the Ordinary Shares becomes a "penny stock" as defined in SEC Rule 240.3a51-1 on or after the issuance of the Notes; and ● The Company fails to file the Registration Statement within 30 days after the issuance of the Notes or cause it to be effective within 9o 90 days after the issuance of the Notes or maintain the Registration Statement as provided for the Notes.

Upon the occurrence of any Event of Default, the

the Notes shall become immediately due and payable, and the Company shall pay to Dune and FirstFire, in full satisfaction of its obligations hereunder, an amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 135% (collectively the "Default Amount"), as well as all costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Company.

Dune or FirstFire may, in their sole discretion, with respect to their Note, convert all or any portion of such Note (including the Default Amount) into Ordinary Shares pursuant to the terms of this Note (for the avoidance of doubt, this shall apply even if such conversion occurs after the Maturity Date); provided the conversion price may not be lower than $0.328 per share. the Floor Price. Dune and First Fire shall be entitled to exercise all other rights and remedies available at law or in equity.

On September 23, 2026, pursuant to the SPAs,

On September 23, 2026, pursuant to the SPAs, we issued the PIPE Warrants, which initially represent the right to purchase in the aggregate 850,000 47,222 Ordinary Shares at an exercise price of $2.00 $36.00 per share, which may be exercised on a cashless basis. The PIPE Warrants have a five (5) year term.

7 unchanged paragraphs

Use of proceeds 4 changes

The Selling Shareholders will receive all proceeds

proceeds from the resale of Selling Shareholder Shares offered under this prospectus. We will not receive proceeds from those resales.

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 not exercised). We will not receive proceeds from the issuance of the Conversion Shares or the issuance of the Commitment Shares.

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.

Selling shareholders 13 changes

4 unchanged paragraphs

the Selling Shareholders and the Selling Shareholder Shares that each may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Shareholders and reflects holdings as of September 29, 2026. The number of shares in the column "Maximum Number of Ordinary Shares to be Offered Pursuant to this Prospectus" represents all of the Selling Shareholder Shares that each Selling Shareholder may offer under this prospectus, including ELOC Purchase Shares, ELOC Warrant Shares, the Conversion Shares, the PIPE Warrant Shares, the Commitment Shares. Each Selling Shareholder may sell some, all or none of its Selling Shareholder Shares. We do not know how long any Selling Shareholder will hold the Selling Shareholder Shares before selling them, and we currently have no agreements, arrangements or understandings with any Selling Shareholder regarding the sale resale of any of the Selling Shareholder Shares.

1 unchanged paragraph

Ordinary Shares Owned

Ordinary Shares Owned

with Rule 13d-3(d) promulgated by the SEC under the Exchange Act and includes Selling Shareholder Shares with respect to which each Selling Shareholder has voting and investment power. The percentage of Ordinary Shares beneficially owned by each Selling Shareholder prior to the offering shown in the table below is based on 2,077,473 535,533 Ordinary Shares outstanding as of September 29, November 2, 2026. Because the ELOC Purchase Price and the Dune and FirstFire conversion prices are determined under variable formulas, the number of Selling Shareholder Shares that may actually be issued or sold may be fewer than the number of Selling Shareholder Shares being offered by this prospectus. The final column assumes the sale resale of all of the Selling Shareholder Shares offered by each Selling Shareholder pursuant to this prospectus.

5 unchanged paragraphs

Includes (i) 2,591,464 Ordinary Shares that may be issued to the

Selling Shareholder pursuant to the FirstFire Note and (ii) 1,710,366 Ordinary Shares that may be issued pursuant to the FirstFire Warrant.

Assumes the sale resale of all Selling Shareholder Shares being offered pursuant to this prospectus.

The denominator is based on 2,077,473 535, 619 Ordinary Shares outstanding as of the date of the prospectus.

Consists of (i) 100,000,000 Ordinary Shares that may be sold to the

Consists of (i) 100,000,000 Ordinary Shares that may be sold to the Selling Shareholder pursuant to the EPA and (ii) 1,171,875 65,104 Ordinary Shares that may be issued pursuant to the ELOC Warrant. Hudson Global Ventures, LLC is a limited liability company organized under the laws of the State of Nevada. Its business address is Linden Place, Suite 210, Great Neck, NY 11021, and its email address is info@hudsonventuresllc.com. Seth Ahdoot and Soheil Ahdoot are Members of Hudson and have voting and disposition control over the Selling Shareholder Shares owned by Hudson. We have been advised that neither Hudson nor Seth Ahdoot is a member of the Financial Industry Regulatory Authority ("FINRA"), an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer.

Includes (i) 2,591,464 893,971 Ordinary Shares that may be issued to the Selling Shareholder pursuant to the Dune Note, and (ii) 3,472,561 192,920 Ordinary Shares that may be issued pursuant to the Dune Warrant and (iii) 1,000 Dune Commitment Shares. Dune Equity Holdings LLC is a limited liability company organized under the laws of the State of Delaware. Its business address is 641 Lexington Avenue, 17th Floor, New York, NY 10022, and its email address is info@duneequityholdings.com. Aaron Greenblott, Seth Ahdoot and Soheil Ahdoot are Members of Dune Equity Holdings LLC and have voting and disposition control over the Selling Shareholder Shares owned by Dune. We have been advised that neither Dune Equity Holdings LLC nor Aaron Greenblott, Seth Ahdoot and Soheil Ahdoot is a member of FINRA, an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer.

Includes (i) 893,971 Ordinary Shares that may be issued to the Selling Shareholder pursuant to the FirstFire Note, (ii) 95,020 Ordinary Shares that may be issued pursuant to the FirstFire Warrant and (iii) 1,000 FirstFire Commitment Shares. FirstFire Global Opportunities Fund LLC is a limited liability company organized under the laws of the State of Delaware. Its business address is 1040 First Avenue, Suite 190, New York, NY 10022, and its email address is eli@firstfirecapital.com. Eli Fireman is the Managing Member of FirstFire Global Opportunities Fund LLC and has voting and disposition control over the Selling Shareholder Shares owned by FirstFire. We have been advised that neither FirstFire Global Opportunities Fund LLC nor Eli Fireman is a member of FINRA, an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer.

Eli Fireman is the Managing Member of FirstFire Global Opportunities Fund LLC and has voting and disposition control over the Selling Shareholder Shares owned by FirstFire. We have been advised that neither FirstFire Global Opportunities Fund LLC nor Eli Fireman is a member of FINRA, an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer.

Plan of distribution 14 changes

The 111,573,730 Selling Shareholder Shares offered

The 102,142,986 Selling Shareholder Shares offered by this prospectus are being offered for resale by Selling Shareholders. The Selling Shareholder Shares may be sold or distributed from time to time by the Selling 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, resale, at prices related to prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The sale resale of the Selling Shareholder Shares offered by this prospectus could be effected in one or more of the following methods:

5 unchanged paragraphs

● in other ways not involving

other ways not involving market makers or established business markets, including direct sales resales to purchasers or sales resales effected through agents;

2 unchanged paragraphs

In order to comply with the securities laws of

of certain states, if applicable, the Selling Shareholder Shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the Selling Shareholder Shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state's registration or qualification requirement is available and complied with.

In addition, in certain states, the Selling Shareholder Shares may not be sold unless they have been registered or qualified for resale in the state or an exemption from the state's registration or qualification requirement is available and complied with.

2 unchanged paragraphs

Hudson Global Ventures, Dune and FirstFire have

have informed us that they intend to use one or more registered broker-dealers to effect sales, resales, if any, of the Selling Shareholder Shares they have acquired or may acquire under the EPA, the Dune SPA, the FirstFire SPA and the related securities. Those sales resales will be made at prices and on terms then prevailing or at prices related to the then-current market price. The Selling Shareholders have informed us that each broker-dealer will receive commissions that will not exceed customary brokerage commissions.

4 unchanged paragraphs

We know of no existing arrangements between the

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

We may from time to time file with the SEC one

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

1 unchanged paragraph

under the Securities Act of the offer and sale resale of the Ordinary Shares covered by this prospectus by the Selling Shareholders.

11 unchanged paragraphs

Where you can find additional information 15 changes

16 unchanged paragraphs

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 ;

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 ,

27, 2026 , May 28, 2026 ,

3, 2026 , June 26, 2026 ,

August 3, 2026 , August

20, 2026 , August 20,

16, 2026 and October 29,

11 unchanged paragraphs

Up to 111,573,730 Ordinary Shares

Up to 102,142,986 Ordinary Shares

1 unchanged paragraph

Recent sales of unregistered securities 75 changes

2 unchanged paragraphs

Unless otherwise indicated, all share numbers

and per share prices set forth in this Item 7 give retroactive effect, as applicable, to the following reverse stock splits of our Ordinary Shares: (i) the 1-for-49 reverse stock split effected on November 5, 2024; (ii) the 1-for-20 reverse stock split effected on April 3, 2025; (iii) the 1-for-30 reverse stock split effected on September 16, 2025; (iv) the 1-for-60 reverse stock split effected on February 27, 2026; (v) the 1-for-15 reverse stock split effected on August 24, 2026; and (vi) the 1-for-18 reverse stock split effected on November 2, 2026. Any fractional shares resulting from these reverse stock splits were rounded up to the next whole share at the participant level.

1 unchanged paragraph

an aggregate of 1,170,863 Company's Ordinary Shares to our directors as compensation.

In March 2024, 6 Ordinary Shares (representing

On October 1, 2023, the Company issued 14,045 1 restricted

Ordinary Share (representing 14,045 restricted shares of the Company's Ordinary Shares originally issued at a value of $3.56 per share, before giving retroactive effect to the 1-for-49, 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse stock splits) to Outside The Box Capital Inc., as their consideration pursuant to a marketing agreement.

In January 2024, April 2024 and May 2024 we issued

issued an aggregate of 1 Ordinary Share (representing 1,170,863 Ordinary Shares originally issued, before giving retroactive effect to the 1-for-49, 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse stock splits) to our directors as compensation.

In March 2024, 1 Ordinary Share (representing

11,191,047 Ordinary Shares originally issued, before giving retroactive effect to the four rounds of 1-for-49, 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse share stock splits) were was issued to Sichenzia Ross Ference Carmel LLP as consideration for legal services rendered to the Company.

1 unchanged paragraph

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

1,697,447 Ordinary Shares originally issued, before giving retroactive effect to the four rounds of 1-for-49, 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse share stock splits) was issued to Exchange Listing, LLC as true-up shares at approximately $1.73 per share (before the reverse share stock splits).

In May 2024, 1 Ordinary Share (representing

8,000,000 Ordinary Shares originally issued, before giving retroactive effect to the four rounds of 1-for-49, 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse share stock splits) were was 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

of 1 Ordinary Shares Share (representing 3,900,603 Ordinary Shares originally issued, before giving retroactive effect to the four rounds of 1-for-49, 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse share stock splits) were was issued to Boustead Securities LLC and Cogia GmbH as consideration for the acquisition of Socializer Messenger, a highly secure messaging platform.

1 unchanged paragraph

Share (representing 227,762 Ordinary Shares originally issued, before giving retroactive effect to the four rounds of 1-for-49, 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse share stock splits) to our directors as compensation.

In 2024, an aggregate of 57 1 Ordinary Shares (representing Share

(representing 52,820,605 Ordinary Shares originally issued, before giving retroactive effect to the 1-for-49 (as applicable), 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse share stock splits) were was issued to Codetext Limited as prepayment for services rendered to the Company.

1 unchanged paragraph

48,316 Ordinary Shares originally issued, before giving retroactive effect to three rounds of the 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse share stock splits) was issued to three independent directors as gratuity payments for their past services upon their resignation.

1 unchanged paragraph

of 5 1 Ordinary Shares Share (representing 1,540,849 Ordinary Shares originally issued, before giving retroactive effect to the 1-for-49 (as applicable), 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse share stock splits) were was issued to executive directors and independent directors pursuant to their employment agreements.

1 unchanged paragraph

of 134 1 Ordinary Shares Share (representing 4,822,810 Ordinary Shares originally issued, before giving retroactive effect to three rounds of the 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse share stock splits) were was issued to CEO Dato' Hoo Voon Him pursuant to securities purchase agreements.

1 unchanged paragraph

On January 7, 2025, 2 Ordinary Shares (representing

an aggregate of 1,571 6 Ordinary Shares (representing 3,351,943 Ordinary Shares originally issued, before giving retroactive effect to the 1-for-20 (as applicable), 1-for-30 (as applicable), 1-for-60, 1-for-15 and 1-for-18 reverse share stock splits) were issued to management staff, executive directors and independent directors pursuant to their employment agreements.

On January 7, 2025, 1 Ordinary Share (representing

56,180 Ordinary Shares originally issued, before giving retroactive effect to three rounds of the 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse share stock splits) were was issued to Carlson Thow pursuant to a legal consultancy services agreement.

1 unchanged paragraph

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.

39,370 Ordinary Shares originally issued, before giving retroactive effect to the 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse stock 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 4 Ordinary Shares (representing

1,522,288 Ordinary Shares originally issued, before giving retroactive effect to the 1:30 1-for-30, 1-for-60, 1-for-15 and 1:60 1-for-18 reverse share stock splits) were issued to various investors as share pledges pursuant to a friendly loan agreement.

On June 26, 2025, 6,614 25 Ordinary Shares (representing

11,904,764 Ordinary Shares originally issued, before giving retroactive effect to the 1:30 1-for-30, 1-for-60, 1-for-15 and 1:60 1-for-18 reverse share stock 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

55 Ordinary Shares (representing 884,090 Ordinary Shares originally issued, before giving retroactive effect to the 1:60 1-for-60, 1-for-15 and 1-for-18 reverse share split) stock splits) were issued as referral fees in connection with the introduction of new clients.

On November 10, 2025, 14,667 55 Ordinary Shares (representing

880,000 Ordinary Shares originally issued, before giving retroactive effect to the 1:60 1-for-60, 1-for-15 and 1-for-18 reverse share split) stock splits) were issued to subscribe for Oobit tokens, the native utility token for the Oobit cryptocurrency.

On November 11, 2025, an aggregate of 104,569 388

Ordinary Shares (representing 6,274,169 Ordinary Shares originally issued, before giving retroactive effect to the 1:60 1-for-60, 1-for-15 and 1-for-18 reverse share split) stock splits) were issued to certain executive officers pursuant to the Employee Stock Ownership Plan.

On February 24, 2026, 205,000 760 Ordinary Shares

(representing 12,300,000 Ordinary Shares originally issued, before giving retroactive effect to the 1:60 1-for-60, 1-for-15 and 1-for-18 reverse share split) stock splits) 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.

On February 24, 2026, 295,000 1,093 Ordinary Shares

(representing 17,700,000 Ordinary Shares originally issued, before giving retroactive effect to the 1:60 1-for-60, 1-for-15 and 1-for-18 reverse share split) stock splits) were issued as referral fees in connection with the introduction of new projects and investors to the Group.

1 unchanged paragraph

of 218 13 Ordinary Shares (representing 3,270 Ordinary Shares originally issued, before giving retroactive effect to the 1:15 1-for-15 and 1-for-18 reverse share split) stock splits) were issued to Alex Chua Siong Kiat, an executive director, pursuant to his employment agreements.

On March 17, 2026, 47,367 2,632 Ordinary Shares (representing

710,509 Ordinary Shares originally issued, before giving retroactive effect to the 1:15 1-for-15 and 1-for-18 reverse share split) stock splits) were issued to certain executive officers pursuant to the Employee Stock Ownership Plan.

On April 6, 2026, 13,333 741 Ordinary Shares (representing

200,000 Ordinary Shares originally issued, before giving retroactive effect to the 1:15 1-for-15 and 1-for-18 reverse share split) stock splits) were issued to certain suppliers pursuant to commission agreements in connection with the referral of investors to the Group.

On April 30, 2026, 32,000 1,778 Ordinary Shares (representing

480,000 Ordinary Shares originally issued, before giving retroactive effect to the 1:15 1-for-15 and 1-for-18 reverse share split) stock splits) were issued to Brown Stone Capital Limited and Abri Advisory Limited as consideration for services rendered to the Company.

1 unchanged paragraph

On March 11, 2026 and June 5, 2026, an aggregate

of 47,800 Ordinary Shares (representing 717,000 Ordinary Shares before giving retroactive effect to the 1:15 reverse share split) were issued as referral fees in connection with the introduction of new projects and investors to the Group.

On September 24, 2026, the Company issued 18,000

Dune Commitment Shares to Dune. On September 24, 2026, the Company issued 18,000 FirstFire Commitment Shares to FirstFire.

of 123,609 6,868 Ordinary Shares (representing 1,854,135 Ordinary Shares originally issued, before giving retroactive effect to the 1:15 1-for-15 and 1-for-18 reverse share split) stock splits) were issued to CEO Dato' Hoo Voon Him pursuant to private subscription agreements.

On June 3, 2026, 54,551 3,031 Ordinary Shares (representing

818,258 Ordinary Shares originally issued, before giving retroactive effect to the 1:15 1-for-15 and 1-for-18 reverse share split) stock splits) were issued to S2MA Capital to subscribe for Oobit tokens.

On September 24, 2026, the Company issued 1,000 Dune Commitment Shares (representing 18,000 Ordinary Shares originally issued, before giving retroactive effect to the 1-for-18 reverse stock split) to Dune.

On September 24, 2026, the Company issued 1,000 FirstFire Commitment Shares (representing 18,000 Ordinary Shares originally issued, before giving retroactive effect to the 1-for-18 reverse stock split) to FirstFire.

3 unchanged paragraphs

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

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

to purchase 1 Ordinary Share (representing 250,000 Ordinary Shares originally issuable at an exercise price of $4.00 per Ordinary Share, before giving retroactive effect to the 1-for-49, 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse stock splits) to Exchange Listing, LLC as part of their consulting compensation.

In January 2024, the Company issued Series A Warrants

A Warrants and Series B Warrants, each to purchase up to 1 Ordinary Share (representing 2,200,000 Ordinary Shares originally issuable at an exercise price of $1.25 per share, before giving retroactive effect to the 1-for-49, 1-for-20, 1-for-30, 1-for-60, 1-for-15 and 1-for-18 reverse stock splits). The Series A Warrants have a term of five years and are exercisable at $1.25 per share. the Series B Warrants have a term of 18 months. also exercisable at $1.25 per share. As of December 31, 2025, both the Series A and Series B Warrants have been fully exercised or written off.

5 unchanged paragraphs

On November 10, 2025, in connection with the Digital

Asset Treasury initiative, the Company issued 49,120,000 pre-funded warrants.

On September 23, 2026, in connection with the

On September 23, 2026, the Company a five-year

On September 23, 2026, the Company issued to Dune

warrants to purchase up to 142 Ordinary Shares (representing 2,288,989 Ordinary Shares originally issuable, before giving retroactive effect to the 1-for-60, 1-for-15 and 1-for-18 reverse stock splits) in connection with a registered direct offering.

On September 23, 2026, in connection with the EPA, the Company issued to Hudson a five-year common stock purchase warrant to purchase 65,104 Ordinary Shares at an exercise price of $0.18 per share (representing 1,171,875 Ordinary Shares originally issuable at an exercise price of $0.01 per share, before giving retroactive effect to the 1-for-18 reverse stock split), subject to adjustment under the warrant.

On September 23, 2026, the Company issued a five-year Dune Warrant to purchase 569,500 31,639 Ordinary Shares to Dune at an exercise price of $36.00 per share (representing 569,500 Ordinary Shares originally issuable at an exercise price of $2.00 per share, before giving retroactive effect to the 1-for-18 reverse stock split). On September 23, 2026, the Company issued a five-year FirstFire Warrant to purchase 280,500 15,583 Ordinary Shares to FirstFire at an exercise price of $36.00 per share (representing 280,500 Ordinary Shares originally issuable at an exercise price of $2.00 per share, before giving retroactive effect to the 1-for-18 reverse stock split).

(c) Issuances of Convertible Securities and

On September 23, 2026, the Company issued to Dune a secured convertible promissory note with a principal amount of up to $850,000, a purchase price of up to $775,000, a one-time interest charge at 12% and 18,000 1,000 Dune Commitment Shares (representing 18,000 Ordinary Shares originally issued, before giving retroactive effect to the 1-for-18 reverse stock split). On September 23, 2026, the Company issued to FirstFire Global Opportunities Fund LLC a secured convertible promissory note with a principal amount of up to $850,000, a purchase price of up to $775,000, a one-time interest charge at 12% and 18,000 1,000 FirstFire Commitment Shares The Dune and FirstFire Notes, warrants and commitment (representing 18,000 Ordinary Shares were originally issued, or are issuable in transactions exempt from registration under Section 4(a)(2) of before giving retroactive effect to the Securities Act. 1-for-18 reverse stock split).

The Dune and FirstFire Notes, warrants and commitment shares were issued or are issuable in transactions exempt from registration under Section 4(a)(2) of the Securities Act.

2 unchanged paragraphs

Exhibits 13 changes

Consent of Carey Olsen (BVI) L.P (included in Exhibit 5.1)

Consent of SFAI Malaysia PLT.

Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.2) 97.1+ Clawback Policy (incorporated by reference to Exhibit 99.7 to the Registrant's 20-F, filed on April 30, 2024) Filing Fee Table + Indicates a management contract or compensatory plan.

Pursuant to the requirements of the Securities

Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Kuala Lumpur, Malaysia on September 29, 2026.

Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities

Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Chairman and Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Accounting and Financial Officer)

Memorandum and Articles of Association of the Registrant, incorporated by reference to Exhibit 3.1 to the F-1, as filed with the SEC on November 1, 2022 4.1 Tranche 1 Note (incorporated by reference to Exhibit 99.2 to the Registrant's 6-K, filed on August 14, 2025) 4.2 Tranche 1 Warrant (incorporated by reference to Exhibit 99.3 to the Registrant's 6-K, filed on August 14, 2025) 4.3 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's 6-K, filed on October 31, 2025) 4.4 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant's 6-K, filed on October 31, 2025) 4.5 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's 6-K, filed on November 12, 2025) 4.6** Common Stock Purchase Warrant dated September 23, 2026 issued to Hudson Global Ventures, LLC 4.8** Dune Warrants dated September 23, 2026 issued to Dune Equity Holdings LLC 4.9** Dune Secured Promissory Note dated September 23, issued to Dune Equity Holdings LLC 4.10** FirstFire Warrants dated September 23, 2026 issued to FirstFire Global Opportunities Fund LLC 4.11** FirstFire Secured Promissory Note dated September 23, 2026 issued to FirstFire Global Opportunities Fund LLC 5.1 Opinion of Carey Olsen (BVI) L.P., counsel to Registrant 5.2 Opinion of Sichenzia Ross Ference Carmel LLP, counsel to Registrant 10.1 Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Registrant's 6-K, filed on January 8, 2025) 10.2 Securities Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Registrant's 6-K, filed on January 8, 2025) 10.3 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's 6-K, filed on January 13, 2025) 10.4 Amended Modification Agreement between VCI Global Limited and Alumni Capital LP (incorporated by reference to Exhibit 10.1 to the Registrant's 6-K, filed on January 22, 2025) 10.5* Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's 6-K, filed on dated February 18, 15, 2025 10.6* Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's 6-K, filed on dated March 17, 2025 10.7 Amended Modification Agreement between VCI Global Limited and Alumni Capital LP (incorporated by reference to Exhibit 99.1 to the Registrant's 6-K, filed on June 27, 2025) 10.8 Securities Purchase Agreement (incorporated by reference to Exhibit 99.1 to the Registrant's 6-K, filed on August 14, 2025) 10.9* Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's 6-K, filed on dated October 31, 30, 2025 10.10* Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's 6-K, filed on dated November 12, 10, 2025 10.11** Equity Purchase Agreement dated September 23, 2026 between the Registrant and Hudson Global Ventures, LLC 10.12** Registration Rights Agreement dated September 23, 2026 between the Registrant and Hudson Global Ventures, LLC 10.14 Business Separation Agreement, dated August 17, 2026, by and between VCI Global Limited and V Gallant Limited (incorporated by reference to Exhibit 99.1 to the Registrant's 6-K, filed on August 20, 2026) 10.15 Dune Securities Purchase Agreement dated September 23, 2026 between the Registrant and Dune Equity Holdings LLC 10.16 Dune Security Agreement dated September 23, 2026 between the Registrant and Dune Equity Holdings LLC 10.17 FirstFire Securities Purchase Agreement dated September 23, 2026 between the Registrant and FirstFire Global Opportunities Fund LLC 10.18 FirstFire Security Agreement dated September 23, 2026 between the Registrant and FirstFire Global Opportunities Fund LLC 19.1 Insider Trading Policy (incorporated by reference to Exhibit 11.1 to the Registrant's 20-F, filed on April 30, 2024) 21.1 List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the F-1/A1, as filed with the SEC on November 29, 2022) 23.1 Consent of WWC, PC.