VCI Global: securities offering (amended)

Cover page 8 changes

1 unchanged paragraph

Commission on November 1, 29, 2022.

Registration No. 333-_________ 333-268109

44 unchanged paragraphs

Prior to this offering, there has been no public

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

3 unchanged paragraphs

and a "foreign private issuer" as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. See " Summary-Implications of Being an Emerging Growth Company and a Foreign Private Issuer."

9 unchanged paragraphs

(1) We have agreed to reimburse the Boustead

(1) We have agreed to reimburse the Boustead Securities, LLC for certain expenses in addition to underwriting discounts and commissions. We also have agreed to issue to Boustead Securities,

Securities, LLC certain warrant compensation in connection with this offering. See " Underwriting " for additional information regarding compensation payable to the underwriter.

30 unchanged paragraphs

Prospectus summary 17 changes

6 unchanged paragraphs

We have segregated our services in the following

35 unchanged paragraphs

The Company does not believe that the securities it holds in any of its direct or indirect subsidiaries are "investment securities" as defined in Section 3(a)(2) of the Investment Company Act of 1940.

23 unchanged paragraphs

VC Acquisition II Limited, a British Virgin Islands

business company incorporated on January 4, 2022 to carry on the business as a holding company and is currently not operational.

7 unchanged paragraphs

AB Management and Consultancy Sdn Bhd, a Malaysia private

AB Management and Consultancy Sdn Bhd, a Malaysia private company formed on May 4, 2020 and an 80% owned indirect subsidiary of the Company conducts real estate activities with owned or leased property and provides real estate investment advisory services. is a holding company. Its minority shareholder is Envision Capital Sdn Bhd (20%).

9 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.

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. We have minority investments in Treasure Global Inc., a Delaware corporation (14.55%), who operates an e-commerce platform and Zero Carbon Farms (5%), who is an agricultural technology company that builds and operates controlled environment farms. and DFA Robotics We intend to dispose all or a significant portion of our investment in Treasure Global Inc (3%), which focuses on or immediately after February 7, 2023, the sale and leasing of indoor and outdoor delivery robots, drones' and date on which a related lock-up agreement signed by V Capital Kronos Berhad expires, so that we no longer hold "investment securities," as defined under the operation Investment Company Act of training facilities. See 1940, that are 40% or more of our total assets (less cash and US government securities)..See " Business-Corporate Structure-Minority Investments " for a detailed description of our portfolio of minority investments.

44 unchanged paragraphs

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

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. See " Risk Factors-Risks Related to This Offering and the Ordinary Shares, " for more information.

32 unchanged paragraphs

Our principal executive offices are located at B03-C-8 Menara

Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia, and our registered address in BVI is: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands. Our telephone number is +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. 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.

11 unchanged paragraphs

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 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%).

14 unchanged paragraphs

requires, all information in this prospectus is based on 35,100,504 ordinary shares outstanding as of November 1, 29, 2022. Further, unless specifically indicated otherwise, all information in this prospectus: assumes no exercise of the underwriter's over-allotment option;

1 unchanged paragraph

Summary Consolidated Financial and Other Data 2 changes

18 unchanged paragraphs

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 1,606,801 440,794 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 11,166,211 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 19,645,239 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 22,686,328 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 32,054,365 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 31,878,128 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.

9 unchanged paragraphs

The transfer of power was initiated first and then subsequently proceed with the legal documentation in regard to the shares transfer. The documentation of those shares transfer were was completed on September 29, 2021 (Accuventures Sdn Bhd) and February 22, 2022 (Imej Jiwa Communications Sdn Bhd).

15 unchanged paragraphs

Risk factors 3 changes

195 unchanged paragraphs

The initial public offering price of our ordinary

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 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 ."

44 unchanged paragraphs

Companies that experience such volatility in their share price may be more likely to be the subject of securities litigation. In addition, if a large portion of our public float were to be held by a few investors, smaller investors may find it more difficult to sell their shares. shares.

Capitalization 1 change

3 unchanged paragraphs

on a pro forma basis to reflect the (i) issuance of 776,159 shares to accredited investors at an average price of $3.42 from July 13, 2022 to November 1, 29, 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.

12 unchanged paragraphs

Dilution 2 changes

14 unchanged paragraphs

The number of ordinary shares outstanding as of

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, 29, 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 11 changes

142 unchanged paragraphs

Unquoted investment in shares measured

Unquoted investment in shares measured at FVTOCI relates to an equity interest of 14.55% (2020: nil) in a Treasure Global Inc, an entity that was listed on Nasdaq Capital Market on August 10, 2022 subsequent to the financial period. Hoo Voon Him is also a director in of 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.

11 unchanged paragraphs

Financial assets measured at fair

value through profit and loss

At beginning of year

Addition, at fair value

Fair value adjustment

Total at end of year

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

We intend to dispose all or a significant

portion of our investment in Treasure Global Inc on or immediately after February 7, 2023, the date on which a related lock-up agreement signed by V Capital Kronos Berhad expires, so that we no longer hold "investment securities," as defined under the Investment Company Act of 1940, that are 40% or more of our total assets (less cash and US government securities) Financial assets measured at fair value through profit and loss 2020 2021 30 June 2022 RM RM USD RM USD At beginning of year - - - 1,309,134 297,024 Addition, at fair value - 1,309,134 313,565 156,120 35,421 Fair value adjustment - - - 1,679,842 381,133 Total at end of year - 1,309,134 313,565 3,145,096 713,578 2020 2021 30 June 2022 RM RM USD RM USD Financial assets measured at fair value through profit and loss represent:

477 unchanged paragraphs

Business 24 changes

28 unchanged paragraphs

9 As of 2020, there were 936 publicly

publicly listed companies in Malaysia (Refer: https://www.statista.com/statistics/1024023/malaysia-number-of-plc-listed-in-bursa-malaysia/) IPO roadshow phase - we offer clients strategic approach to IR planning from marketing campaigns and compelling investment thesis to shaping company's value and managing investors' future expectations.

15 unchanged paragraphs

The Company does not believe that the securities

it holds in any of its direct or indirect subsidiaries are "investment securities" as defined in Section 3(a)(2) of the Investment Company Act of 1940.

22 unchanged paragraphs

VC Acquisition II Limited, a British Virgin Islands

business company incorporated on January 4, 2022 to carry on the business as a holding company and is currently not operational.

7 unchanged paragraphs

AB Management and Consultancy Sdn Bhd, a Malaysia private

private company formed on May 4, 2020 and an 80% owned indirect subsidiary of the Company, conducts real estate activities with owned or leased property and provides real estate investment advisory services. it is a holding company. Its minority shareholder is Envision Capital Sdn Bhd (20%).

10 unchanged paragraphs

Zero Carbon Farms Ltd (5%). The investment allows

the company to build and operate a much larger farm to meet growing customer demand.

Treasure Group Inc (TGI) (14.55%)- The investment

investment from V Capital Kronos Berhad is being channelled to the development and expansion of TGI. Through the company's proprietary platform "ZCity", TGI has developed an e-commerce platform that is capable of connecting consumers and merchants by offering wide array of services, from travel, goods, services, rewards to seamless payment solutions. TGI further provides financial digital solutions that support the development of smart technology including but not limited to smart money, smart cities, smart transport, and smart retail. To date, ZCity has accumulated 1.2 million of registered users (representing 1,389% growth since Jan 2021), with more 200,000 monthly active users (MAU) and managed to gather 1,900 merchants (56% growth since Jan 2021). TGI's aim is to continue to build shareholder value by spinning off various business units as they mature, mainly with the ultimate goal of going public via initial public offering.

To date, ZCity has accumulated 1.2 million of registered users (representing 1,389% growth since Jan 2021), with more 200,000 monthly active users (MAU) and managed to gather 1,900 merchants (56% growth since Jan 2021). TGI's aim is to continue to build shareholder value by spinning off various business units as they mature, mainly with the ultimate goal of going public via initial public offering. We intend to dispose all or a significant portion of our investment in Treasure Global Inc. on or immediately after February 7, 2023, the date on which a related lock-up agreement signed by V Capital Kronos Berhad expires, so that we no longer hold "investment securities," as defined under the Investment Company Act of 1940, that are 40% or more of our total assets (less cash and US government securities) Zero Carbon Farms Ltd (5%). The investment allows the company to build and operate a much larger farm to meet growing customer demand.

2 unchanged paragraphs

DFA Robotics (3%). The investment

from V Capital Consulting Limited is channelled to the development and expansion of DFA in the sale and leasing of indoor and outdoor delivery robots, drones' and the operation of training facilities.

Founded in 2017, DFA Robotics is engaged in the

design and development of robotics solutions, meal service delivery business, autonomous delivery business, and drone delivery business.

DFA aims to create the next generation of social infrastructure by laying the foundation for new social frameworks through services such as delivery and serving robots.

In October 2022 we disposed of our 3% interest

in DFA Robotics for $650,635.47, which represented a $350,635.47 gain on the sale. DFA Robotics represented approximately 2.7% of our total assets (less cash and US government securities) and approximately 13% of V Capital Consulting's total assets (less cash and US government securities) on a unconsolidated basis.

The Company has formed a number of companies

DFA Robotics' clients include Skylark Group (a major restaurant chain operator), has announced plans to deploy robots in all of its 3000 restaurants in phases, which will contribute a substantial amount to DFA Robotics' revenue Others The Company has formed a number of companies that are currently dormant and have not conducted any operations, which include: TGI V Sdn Bhd; V Capital Real Estate Sdn Bhd;

8 unchanged paragraphs

https://assets.ey.com/content/dam/ey-sites/ey-com/en_gl/topics/ipo/ey-2021-global-ipo-trends-report-v2.pdf https://www.statista.com/statistics/914665/number-of-ma-deals-usa/ https://www.statista.com/statistics/420990/value-of-merger-and-acquisition-deals-usa/ 14 https://www.statista.com/topics/5554/mergers-and-acquisitions-in-the-united-states/#topicHeader__wrapper IPO, M&A Private Equity/Venture Capital Deal Numbers and Proceeds in Malaysia The world spiraled into chaos in 2020, partly due to the disruptions brought to our daily lives by the pandemic that has affected many aspects of society's normalcy, including both the economy and the capital markets. Although there was greater volatility in the capital markets, nevertheless, the markets managed to quickly regain their footing even when the pandemic continued to rage unabated.

121 unchanged paragraphs

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, 29, 2022, the Consultant has been issued 688,245 or our ordinary shares.

Management 6 changes

40 unchanged paragraphs

Stanley Khoo is a an Executive Director.

1 unchanged paragraph

Vincent Hong is a an Executive Director.

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

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 an Executive Director.

50 unchanged paragraphs

governance committee consisting of Jeremy Roberts, Ng Mun Huat and Jeremy Roberts. Marco Baccanello. 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 3 changes

1 unchanged paragraph

as of November 1, 29, 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.

Beneficial ownership of the voting stock is determined

is determined in accordance with the rules of the SEC and includes any shares of company voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days of November 1, 29, 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 35,100,504 of our ordinary shares issued and outstanding on November 1, 29, 2022, and 38,567,815 after the offering assuming an ordinary share offering of $5.00 shares (includes (i) 380,000 shares to be issued to certain of our executives and employees upon the listing of 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).

8 unchanged paragraphs

Description of the securities 2 changes

5 unchanged paragraphs

number of ordinary shares of no par value each. As of November 1, 29, 2022, there were 35,100,504 ordinary shares issued and outstanding.

95 unchanged paragraphs

The appointment of a liquidator over the assets of a company does not affect the right of a secured creditor to take possession of and realize or otherwise deal with assets of the company over which that creditor has a security interest. Accordingly, a secured creditor may enforce its security directly without recourse to the liquidator, in priority to the order of payments described above. However, so far as the assets of a company in liquidation available for payment of the claims of unsecured creditors are insufficient to pay the costs and expenses of the liquidation and the preferential creditors, those costs, expenses and claims have priority over the claims of chargees charges in respect of assets that are subject to a floating charge created by a company and shall be paid accordingly out of those assets.

19 unchanged paragraphs

Experts 1 change

1 unchanged paragraph

31, 2021 and 2020 and 2021, and for the years then ended included in this prospectus have been audited by WWC Professional Corporation Limited an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

Where You Can Find Additional Information 4 changes

2 unchanged paragraphs

registration statement on Form F-1 to which this prospectus is a part, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC's website at www.sec.gov . You may also request a copy of these filings, at no cost, by writing to us at B03-C-8 Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia, or call us at +603 2201 5249.

We also maintain a website at https://v-capital.co/ ,

Immediately upon the effectiveness of the

the registration statement on Form F-1 to which this prospectus is a part, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC's website at www.sec.gov . You may also request a copy of these filings, at no cost, by writing to us at B03-C-8 Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia, or call us at +603 2201 5249. We also maintain a website at https://v-capital.co/ , at which, following the completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus or the registration statement of which it forms a part. We have included our website address in this prospectus solely as an inactive textual reference. We will post on our website any materials required to be so posted on such website under applicable corporate or securities laws and regulations, including, posting any XBRL interactive financial data required to be filed with the SEC and any notices of general meetings of our shareholders.

2 unchanged paragraphs

Notes to the financial statements 15 changes

10 unchanged paragraphs

Investment holding company

1 unchanged paragraph

Investment holding company

1 unchanged paragraph

Carry on licensed money lending activities, consulting, information technology development, computer software programming and investment company activities.

V Capital Advisory Sdn Bhd

Provision of corporate and business advisory services in corporate finance, corporate structuring and restructuring, listings on recognised stock exchanges, and fintech advisory and investment consulting Accuventures Sdn Bhd 22.06.2015 - Malaysia Provision of technology development, computer software programming and investment holdings. holding company.

Carry on licensed money lending activities, consulting, information technology development, and computer software programming V Capital Advisory Sdn Bhd 12.02.2018 Malaysia Provision of corporate and business advisory in relation to corporate listing exercise, equity investment, corporate restructuring, merger and acquisition and corporate finance.

1 unchanged paragraph

Provision of information technology development, business consultancy services and investment holdings. holding company.

2 unchanged paragraphs

Provision of corporate and business advisory services in corporate finance, corporate structuring and restructuring, listings on recognised stock exchanges, and fintech advisory and investment consulting Imej Jiwa Communication Sdn Bhd 29.10.2012 - Malaysia Provision of investor relation consultation services.

1 unchanged paragraph

Investment holding company

21 unchanged paragraphs

The Company is a holding company. The principal activities

The Company is an investment holding company. The principal activities of the Company and its subsidiaries (collectively referred to as the "Company" or "the Group") are the provision of business strategy consultancy and technology development solution consultancy. The Company is headquartered in Malaysia and conducts its primary operations through its significant direct and indirectly held subsidiaries that are incorporated and domiciled in Malaysia, namely V Capital Kronos Berhad, V Capital Quantum Sdn. Bhd., and V Capital Consulting Limited where was incorporated in the British Virgin Islands.

333 unchanged paragraphs

Unquoted investment in shares measured

Unquoted investment in shares measured 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 on the NASDAQ Stock Market, an American stock exchange based in New York City, USA. Hoo Voon Him is also a director in Treasure Global Inc. The above unquoted equity investments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the Company have elected to designate these investments in equity instruments as at FVTOCI as the Company believe that recognising short-term fluctuations in these investments' fair value in profit or loss would not be consistent with the Company's strategy of holding the investments for long-term purpose and realising their performance potential in long run.

335 unchanged paragraphs

Through and including _________, 2022 (the

2022 (the 25th day after the date of this offering), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

1 unchanged paragraph

Exhibits 5 changes

2 unchanged paragraphs

Memorandum and Articles of Association of the Registrant, Filed on June 14, 2022 4.1 Form of Underwriter Underwriter's 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 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.

2 unchanged paragraphs

*To be filed by Amendment

1 unchanged paragraph

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, 29, 2022.

1 unchanged paragraph

KNOW ALL MEN BY THESE PRESENTS, that each

person whose signature appears below constitutes and appoints Victor Hoo his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his 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 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.

5 unchanged paragraphs