VCI Global: securities offering

Cover page 9 changes

Amendment No. 2 to the draft registration statement

originally submitted to the U.S. Securities and Exchange Commission ("SEC") on July 1, 2022 and amended by Amendment No. 1 thereto submitted to the SEC on August 16, 2022, as confidentially submitted to the U.S. Securities and Exchange Commission on September

As filed with the U.S. Securities and Exchange

Commission on November 1, 2022.

42 unchanged paragraphs

3,000,000 ORDINARY SHARES

3 unchanged paragraphs

no public market for our ordinary shares. We are selling [*] 3,000,000 ordinary shares. The estimated assumed initial public offering price is between $ [*] and $5.00 per ordinary share, which is the midpoint of the estimated initial public offering price range of $ [*] 4.00 to $6.00 per ordinary share.

1 unchanged paragraph

Nasdaq Capital Market under the symbol " [ XXXX ] ." VCIG." This offering is conditioned upon the successful listing of our ordinary shares on the Nasdaq Capital Market. If the Nasdaq Capital Market does not approve our listing application this initial public offering will be terminated.

3 unchanged paragraphs

company" within the meaning of the Nasdaq Stock Market Rules, due to the fact that our founding shareholder, Mr. Hoo Voon Him will own [*]% 50.1% of the voting power of issued share capital, assuming no exercise of the underwriter's over-allotment option. In addition, as a "controlled company," as defined under the Nasdaq Stock Market Rules, we are permitted to elect to rely on certain exemptions from corporate governance rules. We do not plan to rely on these exemptions, but we may elect to do so after we complete this offering.

12 unchanged paragraphs

to purchase up to [*] 450,000 additional ordinary shares from us at the public offering price, less underwriting discounts and commissions, for 45 days after the date of this prospectus to cover over-allotments, if any. If the underwriter exercises the option in full, the total underwriting discounts and commissions payable to the underwriter will be $[*], $1,207,500, and the total proceeds to us, before expenses, will be $[*]. $16,042,500. If we complete this offering, net proceeds will be delivered to us on the closing date.

26 unchanged paragraphs

Prospectus summary 24 changes

83 unchanged paragraphs

In order to enhance our consulting relationships with certain clients, we may make minority investments in such clients. We believe these investments enable us to gain greater trust and loyalty from clients because though investment we not only provide consulting advice but financial support which further helps these clients meet their goals.

Also, if we invest in order to enhance our consulting relationships with our clients, a client we make minority investments from time to time obtain greater insight into its operations and the industry it works in, which enhances our clients. abilities in our consultancy and technology businesses. We have minority investments in Treasure Global Inc., a Delaware corporation (14.55%), who operates an e-commerce platform; Zero Carbon Farms (5%), who is an agricultural technology company that builds and operates controlled environment farms, and DFA Robotics Inc. (3%), which focuses on the sale and leasing of indoor and outdoor delivery robots, drones' and the operation of training facilities. See "Business-Corporate Structure-Minority Interests" Investments" for a detailed description of our portfolio of minority investments.

15 unchanged paragraphs

a key growth theme in PE/VC investments. Malaysia had 36 PE/VC investments in 2021, valued at approximately US$1.1 billion. While its neighbour Singapore recorded the most PE/VC deals in the region with 303 deals in 2021 with US$16.5 billion investment value. 7 1 https://assets.ey.com/content/dam/ey-sites/ey-com/en_gl/topics/ipo/ey-2021-global-ipo-trends-report-v2.pdf 2 https://www.statista.com/statistics/914665/number-of-ma-deals-usa/ 3 https://www.statista.com/statistics/420990/value-of-merger-and-acquisition-deals-usa/ 4 https://www.statista.com/topics/5554/mergers-and-acquisitions-in-the-united-states/#topicHeader__wrapper 5 https://www.statista.com/statistics/1023974/malaysia-number-of-regional-ipos/ 6 https://www.crowe.com/my/news/revived-ipo-interest-in-malaysia 7 https://www.kroll.com/-/media/assets/pdfs/publications/valuation/transaction-trail-annual-report-2021.pdf Total Addressable Market Growth - Malaysia IT Consulting Market The IT consulting market in Malaysia grew from US$ 1.02 billion in 2020 to US$ 1.21 billion in 2021 or by 18.6%. During the COVID-19 pandemic, organisations relied on technology to sustain business operations through remote access, automated reporting, electronic data exchange, and real-time factory controls leading to the growth in IT consulting market in Malaysia amidst the global COVID-19 pandemic landscape. Industry growth in 2021 was also driven by increasing demand for IT system integration services given an increased penetration rate for IT systems used in enterprises and favourable government initiatives aimed at boosting the country's digital economy; and an increasing demand for IT consultancy services as well as system operations, maintenance and support services due to the rising number of end-users and growing complexity of enterprise IT systems. With these factors expected to continue to have an influence in the years ahead, the IT consulting market in Malaysia is expected to grow from US$ 1.21 billion in 2021 to US$ 1.55 billion in 2025 at a CAGR of 6.3%. 8 Implications of Being an Emerging Growth Company, a Foreign Private Issuer and a Controlled Company Emerging Growth Company As a company with less than $1.07 $1.235 billion in revenue during our last completed fiscal year, we qualify as an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, we:

10 unchanged paragraphs

of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an "emerging growth company" if we have more than $1.07 $1.235 billion in annual revenue, have more than $700 million in market value of our ordinary shares held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period. Further, under current SEC rules, we will continue to qualify as a "smaller reporting company" for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business day of our most recently completed second fiscal quarter.

10 unchanged paragraphs

Upon the completion of this offering, our founding shareholder,

shareholder, Mr. Hoo Voon Him will own [*]% 50.1% of the voting power of issued share capital, assuming no exercise of the underwriter's over-allotment option. As a result, we will be a "controlled company" under the Nasdaq Capital Market's governance standards, defined as a company of which more than 50% of the voting power is held by an individual, group or another company. As a "controlled company," we are permitted to rely on certain exemptions from corporate governance rules, including:

28 unchanged paragraphs

Our founding shareholder and his spouse, , will beneficially own [*]% of Karen Liew, our outstanding ordinary shares after this offering and, together with his family members, Executive Director , will beneficially own [*]% 67.3% of our outstanding ordinary shares after this offering. which will represent [*]% of the voting power of our issued share capital. This concentration of ownership and voting power will limit your ability to influence corporate matters.

11 unchanged paragraphs

Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia, and our registered address in BVI is: Intershore Chambers, P.O. Box 4342, Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands. Our telephone number is +603 2201 5249. The address of our website is https: //v-capital.co/ . Information contained on, or available through, our website does not constitute part of, and is not deemed incorporated by reference into, this prospectus. Our agent for service of process in the United States is Carmel, Milazzo & Feil LLP, 55 West 39 th Street, 18 th Floor, New York, New York 10018.

2 unchanged paragraphs

3,000,000 ordinary shares

Assumed Offering price per share:

$[*] $5.00 per ordinary share

1 unchanged paragraph

33,656,100 ordinary shares

35,100,504 ordinary shares

Shares outstanding after this offering (1) :

[*] 38,567,815 ordinary shares (39,017,815 ordinary shares, assuming maximum amount of [*] 3,450,000 ordinary shares are sold in the offering).

1 unchanged paragraph

This offering is being conducted on a firm commitment basis. The underwriter is obligated to take and pay for all of the ordinary shares if any such shares are taken. We have granted to the underwriter an option for a period of 45 days from the date of this prospectus to purchase up to [*] 450,000 additional ordinary shares from us at the initial public offering price, less the underwriting discounts and commissions, to cover over-allotments, if any Use of proceeds:

We estimate that the net proceeds to us from this offering will be approximately $[*], $13,042,000, based on the assumed initial public offering price of $[*] $5.00 per ordinary share, (which is the midpoint of the estimated range of $4.00 to $$6.00 per ordinary share) after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We plan to use the net proceeds from this offering for (i) general working capital (30%); (ii) business and team expansion by recruiting more professional consultants across different industries (30%); and (iii) specific industry-focused acquisition (40%).

We plan to use the net proceeds from this offering for (i) general working capital (30%); (ii) business and team expansion by recruiting more professional consultants across different industries (30%); and (iii) specific industry-focused acquisition (40%).

4 unchanged paragraphs

We intend to apply to have the ordinary shares on the Nasdaq Capital

We intend to apply to have the ordinary shares on the Nasdaq Capital Market under the symbol "XXXX "VCIG . " No assurance can be given that our NASDAQ listing application will be approved, or that a trading market will develop for our ordinary shares. We will not proceed with this offering if our application to list our ordinary shares on the Nasdaq Capital Market is not approved.

5 unchanged paragraphs

(1) Includes (i) 380,000 ordinary shares

to be issued to certain of our Senior executives upon the listing of our ordinary shares on Nasdaq and (ii) 87,311 (96,495 if the over-allotment option is exercised in full) to be issued to Exchange Listing at the closing of this initial public offering pursuant to the anti-dilution clause in their consulting agreement with the Company.

1 unchanged paragraph

requires, all information in this prospectus is based on 33,656,100 35,100,504 ordinary shares outstanding as of August 16, November 1, 2022. Further, unless specifically indicated otherwise, all information in this prospectus: assumes no exercise of the underwriter's over-allotment option; and assumes no exercise of the warrants to be issued to the underwriter in this offering.

and assumes no exercise of the warrants to be issued to the underwriter in this offering.

Summary Consolidated Financial and Other Data 21 changes

1 unchanged paragraph

of operations of the Group for the fiscal years ended December 31, 2020 and 2021 and the six months ended June 30, 2021 and 2022, summary consolidated balance sheet data as of December 31, 2020 and 2021 and the six months ended June 30, 2022 as well as summary consolidated statement of cash flows as of December 31,2020 and 2021 and the six months ended June 30, 2021 and 2022, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our audited consolidated financial statements have been prepared in Ringgit Malaysia ("RM") and in accordance with IFRS, as issued by the International Accounting Standards Board (IASB).

4 unchanged paragraphs

For the Six months Ended

1 unchanged paragraph

Employee benefits expenses

Impairment allowance on trade receivables

Legal and professional fees

Other operating expenses

Profit before income tax

Other comprehensive income

Fair value adjustment on financial assets measured at fair value through other comprehensive income - 27,822,892 6,664,166 Other comprehensive income - 27,822,892 6,664,166 Total comprehensive income for the year 2,729,090 47,760,710 11,439,691 Profit attributable to:

Fair value adjustment on financial assets measured at fair value through profit and loss - - - - 1,679,842 381,133 Cost of services (416,179 ) (10,300,051 ) (2,467,088 ) (2,395,130 ) (2,216,929 ) (502,990 ) Depreciation - (55,232 ) (13,229 ) (14,594 ) (11,203 ) (2,542 ) Directors' fees - (656,000 ) (157,126 ) - (141,000 ) 31,991 Employee benefits expenses - (4,198,908 ) (1,005,726 ) (2,193,985 ) (4,807,371 ) (1,090,725 ) Impairment allowance on trade receivables - (1,415,211 ) (338,973 ) (697,726 ) (183,546 ) (41,644 ) Rental expenses - (237,205 ) (56,816 ) (132,500 ) (156,673 ) (35,547 ) Legal and professional fees (3,377 ) (728,716 ) (174,543 ) (28,748 ) (117,377 ) (26,631 ) Finance cost - (106,473 ) (25,503 ) (3,960 ) (8,685 ) (1,971 ) Other operating expenses (29,128 ) (2,997,803 ) (718,037 ) (1,423,011 ) (1,474,666 ) (334,581 ) Profit before income tax 3,601,972 27,058,298 6,481,029 12,504,229 14,046,826 3,187,029 Income tax (872,882 ) (7,120,480 ) (1,705,504 ) (3,430,000 ) (283,648 ) (64,356 ) Profit for the year 2,729,090 19,937,818 4,775,525 9,074,229 13,763,178 3,122,673 Other comprehensive income Fair value adjustment on financial assets measured at fair value through other comprehensive income (4,199,770 (952,869 ) Other comprehensive income - 27,822,892 6,664,166 - (4,199,770 ) (952,869 ) Total comprehensive income for the year 2,729,090 47,760,710 11,439,691 9,074,229 9,563,408 2,169,804 Profit attributable to:

8 unchanged paragraphs

For the Six months Ended

Financial assets measured at fair value through other comprehensive income - 34,221,879 8,196,857 34,221,879 30,022,109 6,811,596 Financial assets measured at fair value through profit and loss - 1,309,134 313,565 1,309,134 3,145,096 713,578 Property and equipment, net 152,532 36,535 152,532 165,410 37,529 Deferred tax assets - 339,650 81,353 339,650 339,650 77,062 Total non-current assets 36,023,195 8,628,310 36,023,195 33,672,265 7,639,765 Current assets Trade and other receivables, net - 4,540,984 1,087,661 4,540,984 12,559,685 2,849,617 Amount due from related parties 3,014,790 427,677 102,438 427,677 3,577,524 811,690 Cash and bank balances 430,796 3,122,947 748,011 3,122,947 1,713,893 388,859 Total current assets 3,445,586 8,091,608 1,938,110 8,091,608 17,851,102 4,050,166 Total assets 3,445,598 44,114,803 10,566,420 44,114,803 51,523,367 11,689,931 LIABILITIES AND EQUITY Current liabilities Trade and other payables 10,861 1,726,403 413,510 1,726,403 1,942,801 440,794 Contract liabilities - 500,000 119,760 500,000 - - Bank and other borrowings - 812,466 194,602 812,466 766,370 173,879 Deferred revenue - 1,510,321 361,754 1,510,321 - - Income tax payable 881,282 8,284,766 1,984,375 8,284,766 8,793,040 1,995,018 Total current liabilities 892,143 12,833,956 3,074,001 12,833,956 11,502,211 2,609,691 Non-current liabilities Bank and other borrowings - 398,526 95,455 398,526 398,526 90,420 Amount due from related parties 29,967 9,964,078 2,386,606 9,964,078 8,080,502 1,833,353 Deferred revenue - 1,555,000 372,455 1,555,000 - - Total non-current liabilities 29,967 11,917,604 2,854,516 11,917,604 8,479,028 1,923,773 Total liabilities 922,110 24,751,560 5,928,517 24,751,560 19,981,239 4,533,464 Capital and reserves Share capital 220,000 220,000 52,695 220,000 2,835,477 643,330 Capital reserve 483,575 6,532,560 1,564,658 6,532,560 6,532,560 1,482,146 Retained earnings 1,819.913 12,981,942 3,109,447 12,981,942 22,350,328 5,070,976 Attributable to equity owners of the Company 2,523,488 19,734,502 4,726,827 19,734,502 31,718,365 7,196,453 Non-controlling interests - (371,259 ) (88,924 ) (371,259 ) (176,237 ) (39,986 ) Total equity 2,523,488 19,363,243 4,637,903 19,363,243 31,542,128 7,156,467 Total liabilities and equity 3,445,598 44,114,803 10,566,420 44,114,803 51,523,367 11,689,931 The following table presents our selected consolidated cash flows data for the periods indicated.

For the Six months Ended

7 unchanged paragraphs

Operating cash flow before movement in working capital

Trade and other receivables

Trade and other payables

Cash generate from operations

Net cash from operating activities

Investing activities

Purchase of property and equipment

Fair value adjustment on financial assets measured at fair value through profit and loss (1,679,842 (381,133 ) Gain on disposal of property and equipment - - - - (1,891 ) (429 ) Interest expense - 106,473 25,503 3,960 8,685 1,971 Interest income - (1,571 ) (376 ) (1,227 ) (22 ) (5 ) Operating cash flow before movement in working capital 3,601,972 29,050,508 6,958,206 13,219,282 12,568,505 2,815,619 Trade and other receivables 54,117 (5,729,429 ) (1,372,318 ) (7,046,364 ) (8,629,924 ) (1,958,009 ) Trade and other payables (2,217 ) 4,453,808 1,066,780 1,685,473 (4,804,822 ) (1,090,147 ) Cash generate from operations 3,653,872 27,774,887 6,652,668 (7,858,391 ) (866,241 ) (196,537 ) Interest received - 1,571 1,227 Income tax paid - (56,646 ) (13,568 ) 271,732 224,626 50,964 Net cash from operating activities 3,653,872 27,719,812 6,639,476 8,131,350 (641,593 ) (145,568 ) Investing activities Purchase of property and equipment - (105,458 ) (25,259 ) (98,542 ) (33,896 ) (7,691 ) Proceed from disposal of property and equipment - - - - 11,706 2,656 Purchase of financial assets measured at fair value through other comprehensive income (6,398,987 ) (1,532,692 (5,774,087 ) - - Purchase of financial assets measured at fair value through profit and loss (1,309,134 ) (313,565 (209,000 (156,120 (35,421 ) Amount due from related parties 408,560 19,068,607 4,567,331 - - - Acquisition of subsidiaries (Note A) - 255,900 61,293 - - - Net cash used in investing activities - (7,557,679 ) (1,810,223 ) (6,081,629 ) (178,310 ) (40,456 ) Financing activities Proceeds from issuance of share capital - - - - 2,615,477 593,415 Proceed from other borrowings - 1,200,000 287,425 - - - Repayment of other borrowings - (600,000 ) (143,713 ) 1,000,000 - - Proceed from bank borrowings - 300,000 71,856 200,000 - - Repayment of bank borrowings - (56,226 ) (13,467 ) (48,378 ) (54,781 ) (12,429 ) Advances to related parties (3,237,899 ) (18,343,816 ) (4,393,728 ) (2,221,391 ) (3,149,847 ) (714,656 ) Contribution from non-controlling interests - 30,060 7,200 30,020 - - Net cash used in financing activities (3,237,899 ) (17,469,982 ) (4,184,427 ) (1,039,749 ) (589,151 ) (133,670 ) Net increase in cash and cash equivalents 415,973 2,692,151 644,826 1,009,972 (1,409,054 ) (319,694 ) Cash and bank balances at beginning of the year 14,823 430,796 103,185 677,337 3,122,947 708,553 Cash and bank balances at end of the year 430,796 3,112,947 748,011 1,687,309 1,713,893 388,859 Consolidated Statement of Cash Flows On January 1, 2021, the shareholders for both Accuventures Sdn Bhd and Imej Jiwa Communications Sdn Bhd entered into share sale agreements with Victor Hoo, our Chairman, to sell their shares (80% for Accuventures Sdn Bhd) and (100% for Imej Jiwa Communication Sdn Bhd) and also assign their voting and other rights that provided Mr. Hoo with control over each entity. Since Mr. Hoo also has control over the Company, there is common control with all three entities and Accuventures and Imej Jiwa were consolidated into our group.

16 unchanged paragraphs

Risk factors 10 changes

68 unchanged paragraphs

companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. Shareholders of a British Virgin Islands company could, however, bring a derivative action in the British Virgin Islands courts, and there is a clear statutory right to commence such derivative claims under Section 184C of the BVI Act. The circumstances in which any such action may be brought, and the procedures and defenses defences that may be available in respect to any such action, may result in the rights of shareholders of a British Virgin Islands company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The British Virgin Islands courts are also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain liability provisions of U.S. securities laws that are penal in nature.

90 unchanged paragraphs

Our founding shareholder and Victor Hoo our Chairman

our Chairman and Chief Executive Officer, will beneficially own [*]% 51.1% of our outstanding ordinary shares after this offering and , together with his spouse, will beneficially own [*]% 64.1% of our outstanding ordinary shares after this offering, and this concentration of ownership and voting power will limit your ability to influence corporate matters.

Following this offering, Victor Hoo, our Chairman and

and Chief Executive Officer, will continue to control our Company through his beneficial ownership of [*]% 51.1% of our outstanding ordinary shares and, together with his spouse, Karen Liew, our Executive Director, beneficially own [*]% 64.1% of our outstanding ordinary shares after this offering. As a result, so long as Victor Hoo beneficially owns more than 50% of the outstanding ordinary shares he will be able to effectively control our decisions and will be able to elect a majority of the members of our board of directors. Victor Hoo will also be able to direct our actions in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses, and may cause us to make acquisitions that increase the amount of our indebtedness or number of outstanding shares of our capital stock.

2 unchanged paragraphs

Upon the completion of this offering, Victor Hoo, our

our Chairman and Chief Executive Officer will beneficially own voting stock that provides him with approximately [*]% 50.1% of our outstanding ordinary shares (approximately 68.27% 49.0% if the over-allotment option is exercised in full) and we will be a "controlled company" within the meaning of the listing rules of The Nasdaq Stock Market LLC.

As long as Mr. Hoo owns at least in excess of 50% of our ordinary

ordinary shares, we will be a "controlled company" as defined under the listing rules of The Nasdaq Stock Market LLC.

27 unchanged paragraphs

ordinary shares will be substantially higher than the pro forma net tangible book value per share of the outstanding ordinary shares immediately after this offering. Based on an assumed initial public offering price of $[*] $5.00 per share (the midpoint of the price range set forth on the cover of this prospectus) and our net tangible book value as of December 31, 2021, June 30, 2022 if you purchase our ordinary shares in this offering you will pay more for your shares than the amounts paid by our existing shareholders for their shares and you will suffer immediate dilution of approximately $[*] $3.81 per share in pro forma net tangible book value. See "Dilution."

45 unchanged paragraphs

Use of proceeds 4 changes

Assuming a public offering price of $[*] $5.00

per share (the midpoint of the price range on the cover page of this prospectus), we estimate that the net proceeds to us from the sale of our ordinary shares in this offering will be approximately $[*] $13,042,000 (assuming maximum amount no exercise of [*] ordinary shares are sold in the offering) over-allotment option) after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase (decrease) in the assumed public offering price will increase (decrease) the net proceeds to us from this offering by approximately $[*] $0.92 assuming the maximum number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 100,000 ordinary shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately $[*], assuming the assumed public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

1 unchanged paragraph

for (i) general working capital (30%); (ii) business and team expansion by recruiting more professional consultants across different industries (30%); and (iii) specific industry-focused acquisition (40%).

for (i) general working capital (30%); (ii) business and team expansion by recruiting more professional consultants across different industries (30%); and (iii) specific industry-focused acquisition (40%). With respect to the Company's industry-focused acquisitions, the Company plans to (i) purchase at least a majority interest in businesses it targets and not the assets of such businesses (other than substantially all of the assets of such businesses) and (ii) purchase businesses that can support its consulting business, including but not limited businesses from the technology and software development industry, the investor relations/public relations industry, and the digital marketing and branding industry. We have not currently identified any targets for acquisition.

4 unchanged paragraphs

Capitalization 17 changes

1 unchanged paragraph

and cash equivalents and our total capitalization as of December 31, 2021 June 30, 2022 as follows:

on an actual basis at December 31, 2021; June 30, 2022; and

on a pro forma basis upon consummation to reflect the (i) issuance of this initial public offering 776,159 shares to accredited investors at December 31, 2021; an average price of $3.42 from July 13, 2022 to November 1, 2022 and (ii) 688,245 shares Exchange Listing, LLC pursuant to their consulting agreement with the Company; and on a pro forma, as adjusted basis upon consummation of this initial public offering, adjusted to reflect the pro forma adjustments above, plus (i) the sale of [*] 3,000,000 ordinary shares in this offering, at an assumed initial public offering price of $[*] $5.00 per ordinary share, after deducting the underwriter's discounts commissions and estimated offering expenses payable by us; (ii) the issuance of 380,000 ordinary shares in aggregate to certain of our executive officers and employees upon pursuant to their employment agreements and (iii) 87,311 ordinary shares to be issued Exchange Listing, LLC pursuant to the anti-dilution clause in their consulting agreement.

2 unchanged paragraphs

Year Ended December 31, 2021

Six Months Ended June 30, 2022

2 unchanged paragraphs

[*] ordinary shares issued and outstanding on an actual

basis, [*] ordinary shares issued and outstanding on an

Each increase (decrease) of 100,000 ordinary

shares offered by us would increase (decrease) the amount of total assets by approximately $[*] and total capitalization on a pro forma as adjusted basis by approximately $[*] million, assuming the assumed public offering price of $[*] per share (the midpoint of the price range on the cover page of this prospectus) remains the same, and after deducting estimated underwrite discounts and commissions and estimated offering expenses payable by us.

[Any o/s options/warrants?] .

33,636,100 ordinary shares issued and outstanding on an actual basis, 35,100,504 ordinary shares issued and outstanding on a pro forma basis and 38,567,815 ordinary shares issued and outstanding on a pro forma, as adjusted basis 643,330 25,455,406 39,255,406 Accumulated other comprehensive income (loss) (952,869 ) (952,869 ) (952,869 ) Reserve 1,482,146 1,482,146 1,482,146 Retained Earnings 5,983,860 5,983,860 5,983,860 Total shareholders' equity 7,156,467 31,968,543 45,768,543 Total capitalization 9,080,240 33,892,316 47,692,316 (1) Includes (i) 380,000 ordinary shares to be issued to certain of our Senior executives upon the listing of our ordinary shares on Nasdaq and (ii) 87,311 ordinary shares to be issued Exchange Listing, LLC pursuant to the anti-dilution clause in their consulting agreement.

Each $1.00 increase (decrease) in the assumed

adjusted basis to reflect [*] maximum ordinary shares to be issued in this offering Accumulated other comprehensive income (loss) - - Reserve 6,532,560 Accumulated deficit 12,981,942 Total shareholders' equity 19,363,243 Total capitalization Each $1.00 increase (decrease) in the assumed public offering price of $[*] $5.00 per share (the midpoint of the price range on the cover page of this prospectus) will increase (decrease) the amount of total assets by approximately $[*] $2.76 million and total capitalization on a pro forma as adjusted basis by approximately $[*] $2.76 million, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriter discounts and estimated offering expenses payable by us. We may also increase or decrease the number of ordinary shares we are offering.

The pro forma as adjusted information discussed above

above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

The number of ordinary shares outstanding as of December

31, 2021, June 30, 2022, as shown above, is based on [*] 33,636,100 ordinary shares issued to shareholders in the Company as of that date. and excludes:

Dilution 13 changes

If you invest in our ordinary shares, your interest

interest will be immediately diluted $[*] $3.8133 per ordinary share, representing the difference between our pro forma net tangible book value per share $[*] $1.1867 as of December 31, 2021, June 30, 2022, and after giving effect to this offering and an assumed initial public offering price of $[*] $5.00 per share. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the pro forma book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value as of December June 30, 2022

31, 2021 was $[*] $7,156,467 or $[*] $0.2128 per ordinary share as of that date. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting pro forma net tangible book value per ordinary share, after giving effect to the proceeds we will receive from this offering, from the assumed initial public offering price of $[*] $5.00 per ordinary share, the midpoint of the range set forth on the cover page of this prospectus and after deducting underwriter discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes in pro

in pro forma net tangible book value after December 31, 2021, June 30, 2022, other than to give effect to the sale of the ordinary shares offered in this offering at the assumed initial public offering price of $[*] $5.00 per ordinary share, which is based on the estimated initial public offering price set forth on the cover page of this prospectus and after deduction of the underwriter discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of [*], 2021 June 30, 2022 would have been approximately $[*], $45,768,543 or $[*] $1.1867 per ordinary share. This represents an immediate increase in pro forma net tangible book value of $[*] $1.1867 per ordinary share to the existing shareholders and an immediate dilution in pro forma net tangible book value of $[*] $3.8133 per ordinary share to investors purchasing our ordinary shares in this offering.

2 unchanged paragraphs

The as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

Historic net tangible book value per ordinary share as of December 31, 2021 June 30, 2022 $ 0.2128 $ Pro forma increase in net tangible book value per share as of December 31, 2021 June 30, 2022 before giving effect to this offering $ 0.6976 $ Pro forma net tangible book value per share as of December 31, 2021 June 30, 2022 $ 0.9103 $ Pro forma as adjusted net tangible book value per share after giving effect to this offering $ 1.1866 $ Pro forma as adjusted dilution per share to investors participating in this offering $ 3.8134 $ Each $1.00 increase (decrease) in the assumed public offering price of $[*] $5.00 per share (the midpoint of the price range on the cover page of this prospectus) will increase (decrease) our pro forma as adjusted net tangible book value per share and the dilution to new investors by $[*] $0.9284 per share, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriter discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease The number of ordinary shares we are offering. Each increase (decrease) of 100,000 ordinary shares offered by us would increase (decrease) the as adjusted net tangible book value per share after this offering by approximately $[*] per share (or $[*] per share if the underwriter's over-allotment option information discussed above is exercised in full), illustrative only and increase (decrease) will be adjusted based on the dilution per share to new investors by approximately actual public offering price and total $[*] per share (or $[*] per share if the underwriter's over-allotment option is exercised in full). other terms of this offering determined at pricing.

1 unchanged paragraph

as adjusted basis as of ___________, 2021, June 30, 2022, the differences between existing shareholders and the new investors with respect to the number of ordinary shares purchased from us in this offering, the total consideration paid and the average price per ordinary share paid before deducting the underwriter discounts and commissions and estimated offering expenses.

3 unchanged paragraphs

as of December 31, 2021, as shown above, is based on [*] Class ordinary shares issued to shareholders as of that date and excludes:

[Any options/warrants?].

The number of ordinary shares outstanding as of

June 30,2022, as shown above, is based on 33,636,100 ordinary shares issued to shareholders as of that date plus (i) 776,159 shares subsequently issued to accredited investors at an average price of $3.42 from July 13, 2022 to November 1, 2022; (ii) 688,245 shares subsequently issued to Exchange Listing pursuant to their consulting agreement; (iii) 380,000 ordinary shares to be issued to certain of our executives and employees upon the listing of the ordinary shares; and (iv) 89,316 shares to be issued to Exchange Listing pursuant to the anti-dilution clause in their consulting agreement.

2 unchanged paragraphs

MD&A 67 changes

43 unchanged paragraphs

strategy consultancy and technology consultancy. The above table sets forth a breakdown of our revenue in absolute amount and the changes in percentage from year ended 31 December, 2020 to year ended 31 December, 2021 and the six months ended June 30, 2021 and 2022.

2 unchanged paragraphs

The Group's revenue has increased

by approximately RM2.1 million (USD476,000) or 9.8% from approximately RM19.3 million for the six months ended June 30, 2021, to approximately RM21.4 million (USD4.85 million) for the six months ended June 30, 2022. Such an increase was mainly attributable to the growth and expansion of both the business and technology divisions.

Gain on disposal of property and equipment

3 unchanged paragraphs

Reimbursement income for

for expenses incurred in the year ended 2021 and six months ended June 30, 2021 and 2022 relates to the monthly out-of-pocket expenses charged by Imej Jiwa Communications Sdn Bhd to their clients for the investor relation services.

3 unchanged paragraphs

Cost of services incurred for the six months ended June 30, 2021 and 2022 are fairly similar. The significant difference is due to the Group's prioritization in the expansion of technology division thus higher costs incurred, higher by approximately 70% in IT expenses for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021. Similarly, the consultant fee has dropped by approximately 68% for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021 due to such prioritization in technology division.

2 unchanged paragraphs

increased significantly to RM3 million (USD 0.7 million) mainly from the spike of consultancy engagements, which leads to a higher staff recruitment in 31 December, 2021. We have also expanded our technology department to cater the increased from increase in our existing and new clients.

The Group's employee benefit expenses

increased by approximately RM2.6 million (USD590k) or 54% from approximately RM2.2 million for the six months ended June 30, 2021 to approximately RM4.8 million (USD1.09 million) for the six months ended June 30, 2022. Such an increase was mainly attributable to the expansion of our business. The Group received more business and technology consultancy engagements thus leading to higher recruitment of staff.

1 unchanged paragraph

(USD26,000) in year ended 31 December 31, 2021 are due to the inception of new bank borrowings and unredeemed preference shares.

The Group's finance cost of RM8,685

(USD1,971) in the period ended June 30, 2022 is due to the continued servicing of its existing bank borrowings.

10 unchanged paragraphs

higher as compared to 2020 primarily due to higher regulatory compliance, regulatory consultancy, statutory cost, marketing expenses, software and website usage fee and office expenses as our Group's business and operation were expanding aggressively. As the Group's business expanded to education industry in 2021, we have also incurred significant cost in acquiring the license to operate our education arm. In 2021, we have also written off some bad debts and goodwill derived from acquiring Accuventure Sdn Bhd.

Other operating expenses as of June 30,

2022 were significantly higher as compared to 2020 June 30, 2021 primarily due to higher regulatory compliance, regulatory consultancy, statutory cost, marketing expenses, software and website usage fee and office expenses in 2021 and travelling expenses as our Group's business and operation were expanding aggressively.

An increase in foreign exchange adjustment is due to higher USD exchange rate against MYR, 4.4075 as of June 30, 2022 as compared to USD rate against MYR, 4.1479 as of June 30, 2021.

The Group's current taxation increased from

from RM 0.87 RM0.87 million (USD 0.21 (USD0.21 million) in year 2020 to RM7.1 million (USD 1.7 million) due to the significant increase in the Group's taxable income as compared to year 2020.

The Group's current taxation decreased

from RM3.4 million as of June 30, 2021, to RM284k (USD64,000) as of June 30, 2022 due to overprovision for taxes in 2021.

3 unchanged paragraphs

For the Six months Ended

5 unchanged paragraphs

Revenue reported above represents revenue

Revenue reported above represents revenue generated from external customers, There were no inter-segment sales in 2020 and 2021 and for the six months ended June 30, 2021 and 2022.

15 unchanged paragraphs

Financial assets measured at fair value through other comprehensive income - 34,221,879 8,196,857 30,022,109 6,811,596 Financial assets measured at fair value through profit and loss - 1,309,134 313,565 3,145,096 713,578 Property and equipment, net 152,532 36,535 165,410 37,529 Deferred tax assets - 339,650 81,353 339,650 77,062 Total assets 3,445,598 44,114,803 10,566,420 51,523,367 11,689,931 Liabilities and Equity:

7 unchanged paragraphs

Trade receivables - related party

4 unchanged paragraphs

The table below sets forth an aging analysis

The table below sets forth an aging analysis of trade receivables as at 31 December 2020 and 2021, and for the six months ended June 30, 2022:

18 unchanged paragraphs

Unquoted investment in shares measured at FVTOCI relates to

at FVTOCI relates to an equity interest of 14.55% (2020: nil) in a Treasure Global Inc., an entity that is currently in the midst of preparing and applying a listing was listed on the Nasdaq Stock Capital Market an American stock exchange based in New York City, USA. on August 10, 2022 subsequent to the financial period. Hoo Voon Him is also a director in Treasure Global Inc. The fair value of the unquoted investment was determined by the Company using a third party independent valuation firm not connected to the Company using the income approach and discounted cash flow methodology. The valuation was performed in accordance with International Valuation Standards and set forth in a valuation report dated May 21, 2022. The steps followed in applying a discounted cash flow (DCF) method include estimating the expected future cash flows attributable to an entity and converting these cash flows to present value through discounting.

9 unchanged paragraphs

The fair value of the unquoted investment for the six

months ended June 30, 2022 is based on its potential possible offering price.

2 unchanged paragraphs

Other unquoted shares:

1 unchanged paragraph

Addition, at fair value

Fair value adjustment

Total at end of year

Financial assets measured at fair value through profit and loss represent:

Quoted shares refer to the Group's

holding of publicly traded shares on Bursa Malaysia as of 30 June 2022.

The above valuations are categorised

under Level 1 of the fair value hierarchy as the prices of these shares are available on an active market.

15 unchanged paragraphs

to advances collected from customers upon contract fee billed but services have yet rendered. These will be recognised as revenue over the terms of the contract. Management expects that all the unsatisfied performance obligation as at the end of the reporting period may be recognised as revenue within twelve months from balance sheet date.

to advances collected from customers upon contract fee billed but services have yet rendered. These have been recognised as revenue upon completion of the performance obligation during the six months ended 30 June, 2022.

15 unchanged paragraphs

The income represents billed amount for fees relating to technology consultancy contracts but the scope of works are yet to be performed. The technology consultancy services amounting to RM 1,510,321 (USD361,754) will be delivered within twelve months from the end of the reporting period with the remaining balance of RM1,555,000 (USD372,455) will be carried out by end of 31 June, 2023.

The income represents billed amount for fee relating to technology development, solutions and consultancy contract but obligation has yet to be satisfied. This deferred revenue has been adjusted to revenue accordingly subsequent to the services have been rendered to the customers.

1 unchanged paragraph

The following table sets forth a summary

The following table sets forth a summary of our cash flow for the year ended 31 December 2020 and 2021 and for the six months ended June 30, 2021 and 2022.

11 unchanged paragraphs

Net cash used from operating activities

for the six months ended June 30, 2022 was RM642,000 (USD146,000), which consists of our profit before tax of RM14.4 million (USD3.3 million) as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash primarily included impairment allowance on trade receivables at RM184,000 (USD42,000) and fair value adjustments on the Group's investment in financial assets measured at fair value through profit and loss at RM1.7 million (USD386,000). The principal items accounting for the changes in operating assets and liabilities were (i) RM8.6 million (USD1.95 million) of increase in trade and other receivables and (ii) RM5.1 million (USD1.16 million) of increase in trade and other payables.

2 unchanged paragraphs

Net cash used in financing activities for

the six months ended June 30, 2022 was RM178,000 (USD40,000), which was attributable to the investment in quoted shares on Bursa Malaysia Stock Exchange.

3 unchanged paragraphs

Net cash used in financing activities for

the six months ended June 30, 2022 was RM589,000 (USD134,000), which was due to advances to related parties of RM3.1 million (USD703,000) and proceeds from issuance of new share capital of RM2.6 million (USD590,000).

Prior to this offering, our principal sources

Prior to this offering, our principal sources of liquidity to finance our operating and investing activities have been net cash provided by operating activities. As of 31 December 2021, we had RM 3.1 million (USD 0.75 million) in cash and cash equivalents, out of which RM3 million (USD 0.73 million) was held in Ringgit Malaysia and the rest was held in other currencies. Our cash and cash equivalents primarily consist of cash on hand, general bank balances and cash at share trading accounts. For the six months ended June 30, 2022, we had RM1.7 million (USD389,000) in cash and cash equivalents, out of which RM1.65 million (USD374,000) was held in Ringgit Malaysia and the rest was held in other currencies. Our cash and cash equivalents primarily consist of cash on hand, general bank balances and cash at share trading accounts.

346 unchanged paragraphs

If interest rates on loans had been 50 basis points higher/lower and all other variables were held constant, the Group's profit for the year would decrease/increase by approximately RM1,241 (USD282) (2021: RM3,000). (USD719) (2020: Nil).

15 unchanged paragraphs

As of December 31, 2021, our

cash and bank balances amounted to approximately RM3million, and our current assets were approximately RM8million, and our current liabilities were approximately RM12million. We encountered insufficient of fund to settle our debt. Because of the significant uncertainties surrounding the COVUD-19 outbreak, the extent of the business disruption and the related financial impact cannot be reasonably estimated at this time. There is no guarantee that our total revenue will grow and return the same level fiscal year 2022.

As of June 30, 2022, our cash and bank

balances amounted to approximately RM1.7 million, our current assets were approximately RM17.8 million, and our current liabilities were approximately RM11.5 million.

14 unchanged paragraphs

Variable interest rate

Non-interest bearing

9 unchanged paragraphs

based on debt-to-equity ratio. The debt-to-equity ratio is calculated as total debt divided by total equity. Total debt is calculated as borrowings plus trade and other payables 2020 2021 June 30 2022 RM RM USD RM USD Total debts - 1,210,992 290,058 1,164,896 264,299 Total equity 2,523,488 19,905,482 4,767,780 31,878,128 7,232,700 Debt-to-equity % - 6.08 6.25 % 6.08 6.25 % 3.65 % 3.65 % The Group is not subject to externally imposed capital requirements for the financial years ended 31 December 2020 and 2021 and for the six months ended June 30, 2022.

13 unchanged paragraphs

As a company with less than $1.07 $1.235 billion in revenue

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

8 unchanged paragraphs

Under the JOBS Act, we may take advantage

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an "emerging growth company" if we have more than $1.07 $1.235 billion in annual revenue, have more than $700 million in market value of our ordinary shares held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period. Further, under current SEC rules, we will continue to qualify as a "smaller reporting company" for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business day of our most recently completed second fiscal quarter.

Business 5 changes

85 unchanged paragraphs

In order to enhance our consulting relationships

with our clients, we make minority investments from time to time in our clients. To date, we have the following minority investments, all of which are in companies that are our clients:

In order to enhance our consulting relationships with our clients, we make minority investments from time to time in our clients. In order to enhance our consulting relationships with certain clients, we may make minority investments in such clients. We believe these investments enable us to gain greater trust and loyalty from clients because though investment we not only provide consulting advice but financial support which further helps these clients meet their goals. Also, if we invest in a client we obtain greater insight into its operations and the industry it works in, which enhances our abilities in our consultancy and technology businesses. To date, we have the following minority investments, all of which are in companies that are our clients:

141 unchanged paragraphs

The Company has engaged Exchange Listing, LLC (the "Consultant")

as a consultant pursuant to a Capital Market Advisory Agreement dated February 1, 2022, under which the Consultant provides capital market advisory, corporate governance, and organizational meeting services. In exchange for its services, we have agreed to issue the Consultant our ordinary shares in an amount equal to 2% of the number of ordinary shares issued and outstanding and further issue the Consultant ordinary shares immediately after the listing of our ordinary shares on Nasdaq so that the Consultant will own 2% of our outstanding ordinary shares on a fully diluted basis immediately after the closing of this initial public offering. We have also agreed to issue the Consultant a five-year warrant to purchase 300,000 ordinary shares at $4.00 per share. As of November 1, 2022, the Consultant has been issued 688,245 or our ordinary shares.

Management 13 changes

40 unchanged paragraphs

Hong and has more than 17 years of experience in the fields of telecommunication, fintech, corporate advisory and F&B industries.

Stanley Khoo is a Executive Director. Mr.

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

Vincent Hong is a Executive Director. Mr.

Mr. Hong and has more than 17 years of experience in the fields of telecommunication, fintech, corporate advisory and F&B industries. He started his career in a telecommunication company which serves multiple MNCs and government agencies. Mr. Hong has co-founded a boutique advisory firm and is currently working on advisory jobs for numerous clients from both local and overseas. He had advised on business structures, takeover and mergers and is actively seeking to expand the foothold of the firm by teaming up with firms from overseas to broaden up the offering of services to existing and new clients. Mr. Hong graduated with Higher Diploma Bachelor of Marketing from the University of Curtin, Australia.

Karen Liew is a Executive Director. Since the inception

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

18 unchanged paragraphs

Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his background, employment and affiliations, our Board has determined that a majority of our directors ( is an Marco Baccanello, Jeremy Roberts, Alex Chua Siong Kiat, Ng Mun Huat and Fern Allen Thomas) are independent director directors of the Company. However, our ordinary shares are not currently quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our Board be independent and, therefore, the Company is not subject to any director independence requirements.

3 unchanged paragraphs

We have established an audit committee consisting

consisting of [*]. [*] Marco Baccanello, Fern Allen Thomas and Jeremy Roberts. Marco Baccanello is the Chairman of the audit committee. In addition, our Board has determined that [*] Marco Baccanello is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act. The audit committee's duties, which are specified in our Audit Committee Charter, include, but are not limited to:

17 unchanged paragraphs

We have established a compensation committee of

of the Board to consist of [*], Alex Chua, Ng Mun Huat and Jeremy Roberts each of whom is an independent director. Each member of our compensation committee is also a non-employee director, as defined under Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Code. [*] Alex Chua is the chairman of the compensation committee. The compensation committee's duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

6 unchanged paragraphs

governance committee consisting of [*]. [*] Jeremy Roberts, Ng Mun Huat and Jeremy Roberts. Jeremy Roberts is the Chairman of the nominating and corporate governance committee. The nominating and corporate governance committee's duties, which are specified in our Nominating and Corporate Governance Audit Committee Charter, include, but are not limited to:

16 unchanged paragraphs

Principal stockholders 12 changes

The following table sets forth certain information, as

as of August 16, November 1, 2022 with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of our voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group.

1 unchanged paragraph

in accordance with the rules of the SEC and includes any shares of company voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days of August 16, 2022.

in accordance with the rules of the SEC and includes any shares of company voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days of November 1, 2022. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of voting stock held by them. Applicable percentage ownership in the following table is based on 33,656,100 35,100,504 of our ordinary shares issued and outstanding on August 16, November 1, 2022, and [*] 38,567,815 after the offering assuming a an ordinary share offering of [*] $5.00 shares (includes [*] ordinary (i) 380,000 shares to be issued on the conversion to certain of the Company's Convertible Notes which automatically convert our executives and employees upon the consummation listing of this initial public offering; our ordinary shares on Nasdaq and (ii) 87,311 ordinary shares to be issued Exchange Listing, LLC pursuant to their consulting agreement; but excludes [*] 450,000 shares which may be sold upon exercise of the underwriter's over-allotment option in full).

To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to our ordinary shares beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the of Beneficial Owner (1) Title Beneficially owned Percent of Class Before Offering Percent of Class After Offering Officers and Directors Victor Hoo Chief Executive Officer, Chairman 22,326,322 66.34 19,370,719 (2) 55.2 % 50.5% (3) Vivian Yong Hui Wun Chief Operating Officer 727,884 2.16 2.1 % 2.0% (4) Enyoo Hoeng Wei Deputy Chief Operating Officer 522,536 1.55 1.5 % 1.4% (5) Ang Zhi Feng Chief Financial Officer - - * (6) Audrey Liu Ser Wei Chief of Corporate Affairs 673,338 2.0 1.9 % 1.8% (7) Henry Chai Chin Loong Chief Technology Officer - - Thow * (8) Carlson Thow Chief Legal Officer - - * (9) Marco Baccanello Director - - - Jeremy Roberts Director - - - Alex Chua Siong Kiat Director - - - Ng Mun Huat Director - - - Fern Allen Thomas Director - - - Karen Liew Executive Director 5,400,020 16.04 15.4 % 14.20% (10) Vincent Hong Executive Director 2,000,000 5.94 5.8 % 5.2% Stanley Khoo Executive Director 500,000 (2) 1.19 (11) 1.5 % 1.3% Officers and Directors as a Group (total of 15 persons) 32,050,100 95.23 % Other Stockholders 1,606,000 4.77 29,354,497 83.6 % 76.4% 5% Stockholders Victor Hoo Chief Executive Officer, Chairman 22,326,322 66.34 17,730,719 50.48 % 50.5% Karen Liew Executive Director 5,400,020 16.04 15.7 % 14.2% Vincent Hong Executive Director 2,000,000 5.94 5.7 % 5.2% V Invesco Fund (L) Limited (12) 2,000,000 5.7% 5.2% (1) Unless otherwise indicated, the principal address of the named directors and directors and 5% stockholders of the Company is B03-C-8 Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200 Kuala Lumpur.

(2) Includes 2,000,000 owned by V Invesco Fund (L) Limited, a company owned and controlled by Victor Hoo.

(3) Includes 100,000 ordinary shares to be issued to Victor Hoo upon listing of our ordinary shares on Nasdaq pursuant to his employment agreement (4) Includes 50,000 ordinary shares to be issued to Vivian Yong Hui Wun upon listing of our ordinary shares on Nasdaq.

(5) Includes 40,000 ordinary shares to be issued to Enyoo Hoeng Wei upon listing of our ordinary shares on (6) Includes 30,000 ordinary shares to be issued to Ang Zhi Feng upon listing of our ordinary shares on Nasdaq.

(7) Includes 40,000 ordinary shares to be issued to Audrey Liu Ser Wei upon listing of our ordinary shares on Nasdaq.

(8) Includes 20,000 ordinary shares to be issued to Henry Chai Chin Loong upon listing of our ordinary shares on Nasdaq.

(9) Includes 2,000 ordinary shares to be issued to Carlson Thow upon listing of our ordinary shares on Nasdaq.

(10) Includes 60,000 ordinary shares issued to Ms. Liew upon listing of our ordinary shares on Nasdaq pursuant to her employment agreement (11) Includes 100,000 ordinary shares owned by Acton Burnell Sdn Bhd, a company owned and controlled by Stanley Khoo. (12) Owned and controlled by Victor Hoo, our Chairman and Chief Executive Officer.

Related-party transactions 5 changes

10 unchanged paragraphs

In fiscal year 2021, the Company wholly owned subsidiary, V Capital Kronos Berhad has subscribed 1,702,899 Treasure Global Inc's shares with a total amount of USD 1,550,000.00 the six months ended June 30, 2022, the Company has repaid Victor Hoo a total amount of RM1.4 million (USD318,000).

For the six months ended

June 30, 2022, V Capital Consulting Limited has provided business consultancy services to Treasure Global Inc. and billed Treasure Global Inc a total of RM4.1 million (USD930,000).

For the six months ended

June 30, 2022, V Capital Consulting Limited has provided business consultancy services to V Invesco Sdn Bhd and billed a total of RM1.3 million (USD295,000).

Description of the securities 2 changes

4 unchanged paragraphs

The Company is authorized to issue an unlimited number

number of ordinary shares of no par value each. As of August 16, November 1, 2022, there were 33,656,100 35,100,504 ordinary shares issued and outstanding.

115 unchanged paragraphs

Shares Eligible for Future Sale 2 changes

1 unchanged paragraph

have 39,026,999 ordinary shares outstanding, assuming the maximum number of ordinary shares are issued and sold in this offering.

have [*] ordinary shares outstanding, assuming the maximum number of ordinary shares are issued and sold in this offering. All of the ordinary shares sold in this offering will be freely transferable by persons other than by our "affiliates" without restriction or further registration under the Securities Act. Sales of substantial amounts of our ordinary shares in the public market could adversely affect prevailing market prices of our ordinary shares. Prior to this offering, there has been no public market for our ordinary shares. We are applying to list our ordinary shares on the Nasdaq Capital Market, but we cannot assure you that our application will be approved or a regular trading market will develop. We cannot guarantee that we will be successful in listing our ordinary shares on the Nasdaq Capital Market; however, we will not complete this offering unless we are so listed.

12 unchanged paragraphs

Certain Material Tax Considerations 3 changes

The following discussion of British Virgin

Virgin Islands, Malaysia and United States federal income tax consequences of an investment in our ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This discussion does not deal with all possible tax consequences relating to an investment in our ordinary shares, such as the tax consequences under state, local and other tax laws. To the extent that the discussion relates to matters of British Virgin Islands tax law, it represents the opinion of [*] our British Virgin Islands counsel. To the extent that the discussion relates to matters of Malaysia tax law, it represents the opinion of [*], our Malaysia counsel.

To the extent that the discussion relates to matters of British Virgin Islands tax law, it represents the opinion of Carey Olsen (BVI) L.P. our British Virgin Islands counsel, as of the date of this prospectus.

58 unchanged paragraphs

Plan of distribution 1 change

8 unchanged paragraphs

shares than the total number set forth in the table above, we have granted to the underwriter an option, exercisable for 45 days from the date of this prospectus, to purchase up to [ ] 450,000 additional ordinary shares at the public offering price less the underwriting discount, constituting 15% of the total number of ordinary shares to be offered in this offering (excluding shares subject to this option). The underwriter may exercise this option solely for the purpose of covering over-allotments in connection with this offering.

62 unchanged paragraphs

Legal Matters 2 changes

1 unchanged paragraph

Carmel, Milazzo & Feil LLP may rely upon Carey Olsen (BVI) L.P. with respect to matters governed by British Virgin Islands law and [●] with respect to matters governed by Malaysia law. The underwriter is being represented by Sichenzia Ross Ference LLP with respect to certain legal matters as to United States federal securities law.

Feil 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. Legal matters as to Malaysia law will be passed upon for us by Chooi & Company and Cheang & Ariff. Carmel, Milazzo & Feil LLP may rely upon Carey Olsen (BVI) L.P. with respect to matters governed by British Virgin Islands law only and Chooi & Company and Cheang & Ariff with respect to matters governed by Malaysia law. The underwriter is being represented by Sichenzia Ross Ference LLP with respect to certain legal matters as to United States federal securities law.

Where You Can Find Additional Information 3 changes

6 unchanged paragraphs

INDEX TO FINANCIAL STATEMENTS

TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm PCAOB ID No 1171, WWC, P.C, San Mateo, California Unaudited Interim Condensed Consolidated Statement of financial position Unaudited Interim Condensed Consolidated Statement of profit or loss and other comprehensive income Unaudited Interim Condensed Consolidated Statement of changes in equity Unaudited Interim Condensed Consolidated Statement of cash flows Notes to unaudited Interim Condensed consolidated financial statements F-7 - F-54

Notes to the financial statements 13 changes

3 unchanged paragraphs

in the British Virgin Islands on April 29, 2020. The registered office of the Company is situated at Intershore Chambers, P.O. Box 4342, Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands. The principal place of business of the Company is situation at B03-C-8, Menara 3A, KL Eco City, No.3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia.

614 unchanged paragraphs

The counterparty has a low risk of default and does not have any past-due amounts 12-month ECL Doubtful There has been a significant increase in credit risk since initial recognition not credit-impaired In default There is evidence indicating the asset is credit impaired Lifetime ECL - credit impaired Write-off There is evidence indicating that the debtor is in severe financial difficulty and the Company has no realistic prospect of recovery Amount is written off F- 37 90 For trade receivables, the Group has applied the simplified approach allowed in the accounting standard to measure the loss allowance at lifetime ECL. The Group determines the ECL on these items by using a provision matrix, estimated based on historical credit loss experience based on the past default experience of the debtor, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. To measure the expected credit losses, trade receivables has been grouped based on shared credit risk characteristics (including high risk, normal risk and low risk type).

As at the end of the reporting period,

reporting period, the allowance for impairment loss in doubtful trade receivables is disclosed in Note 8 to the financial statements. The directors of the Company considered that the ECL for non-credit impaired trade receivables is insignificant as at the end of the reporting period.

66 unchanged paragraphs

Income Approach. In this approach, the discounted cash flow method was used to capture the present value of the expected future economic benefit to be derived from the ownership of this investees cost of capital in illiquidity result in increase/decrease in fair value by approximately 6% F- 40 93 Fair Value Hierarchy The following tables illustrate the fair value measurement hierarchy of the Group's financial instruments:

20 unchanged paragraphs

December 31, 2021 up through July 1, 2022, which is the date that these consolidated financial statements are available for distribution.

On October 27, 2022, the Company's

board of directors approved and declared RM3,600,000 (USD816,790) to its shareholders. This amount was used to offset against RM3,469,278 (USD787,131) amount due from V Invesco Sdn Bhd, as of June 30, 2022. The remaining dividend balance of RM130,722 (USD29,659) will be paid to the shareholders before end of December 31, 2022.

Amount due from related parties namely AAIS Heritage

Agroforestry Hub Sdn Bhd, Dai Dai Dong Food Holdings Sdn Bhd, Doventry Sdn Bhd, Imej Jiwa Sdn Bhd, Revellon Group Sdn Bhd, SH Liew Holdings Sdn Bhd, V Invesco Limited, V Capital Fund Management (L) Limited and V Capital Kronos Limited for a total of RM108,246 (USD24,559) as of June 30, 2022, were settled in cash on October 28, 2022.

The Company evaluated all events and transactions that occurred after

and transactions that occurred after December 31, 2021 up through November 1, 2022, which is the date that these consolidated financial statements are available for distribution. Other than the events disclosed above, no other subsequent events have occurred that would require recognition or disclosure in the Company's consolidated financial statements.

3,000,000 Ordinary Shares

5 unchanged paragraphs

Recent Sales of Unregistered 12 changes

During the past three years, we have

issued the following ordinary shares. We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering.

Since the Company's incorporation on November

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

2 unchanged paragraphs

From July 2022 to November 2022, we issued 776,159

ordinary shares to accredited investors at an average price of $3.42 per share In October 2022 we issued 688,245 ordinary shares to Exchange Listing, LLC as part of their consulting compensation.

These issuances of the capital

stock were deemed exempt from registration under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder in that the issuance of securities were made to an accredited investor and did not involve a public offering. The recipient of such securities represented its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

In October 2022 we issued a five-year warrant

to purchase 300,000 ordinary shares to Exchange Listing, LLC as part of their consulting compensation. The exercise price of the warrant is $4.00 per ordinary share.

The issuance of the warrant

was deemed exempt from registration under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder in that the issuance of securities were made to an accredited investor and did not involve a public offering. The recipient of such securities represented its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

Exhibits 9 changes

2 unchanged paragraphs

Memorandum and Articles of Association of the Registrant, Filed on June 14, 2022 4.1* Form of Underwriter Warrant (included in Exhibit 1.1) 4.2* Warrant issued to Exchange Listing, LLC 5.1 Opinion of Carey Olsen (BVI) L.P., counsel to Registrant 10.1 Employment Agreement, dated January 1, .2022 between Victor Hoo and the V Capital Kronos Berhad t 10.2 Employment Agreement, dated January 1, 2022 between Karen Liew and V Capital Kronos Berhad 10.3 Employment Agreement, dated January 1, 2022 between Vincent Hong and V Capital Kronos Berhad 10.4 Employment Agreement, dated January 1, 2022 between Stanley Khoo and V Capital Kronos Berhad 10.5 Capital Market Advisory Agreement dated February 1, 2022 between the Registrant and Exchange Listing, LLC 10.6 Employment Agreement, dated January 1, 2022 between Ang Zhi Feng and V Capital Kronos Berhad 10.7 Employment Agreement, dated January 1, 2022 between Vivian Yong Hui Wun and V Capital Kronos Berhad 21.1 List of Subsidiaries of the Registrant 23.1 Consent of WWC, P.C.

3 unchanged paragraphs

Pursuant to the requirements of the Securities Act of 1933,

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 on ____________, November 1, 2022.

Chairman and Chief Executive Officer

1 unchanged paragraph

person whose signature appears below constitutes and appoints ___________________ Victor Hoo his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective amendments thereto) effective upon filing pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that each said attorney-in-fact and agent or any of them or their or his or her substitutes may lawfully do or cause to be done by virtue hereof.

2 unchanged paragraphs

(principal executive officer)

and Chief Executive Officer

(principal Financial and Accounting Officer)

Alex Chua Siong Kiat