VCI Global: securities offering (amended)

Cover page 6 changes

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Commission on November 29, 2022.

Commission on January 18, 2023.

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involves a high degree of risk. See " Risk Factors " beginning on page 20 18 for a discussion of information that should be considered in connection with an investment in our securities.

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The underwriter expects to deliver the ordinary shares to purchasers on or about _______, 2022.

shares to purchasers on or about _______, 2023.

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date of this Prospectus is _________, 2022. 2023.

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Prospectus summary 11 changes

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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. 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)..See " Business-Corporate Structure-Minority Investments " for a detailed description of our portfolio of minority investments.

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 currently have one minority investment in Zero Carbon Farms (5%), who is an agricultural technology company that builds and operates controlled environment farms. See " Business-Corporate Structure-Minority Investments " for a detailed description of our minority investment in Zero Carbon Farms.

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On September 30, 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.

On January 3, 2023, we disposed of our entire interest in Treasure Global Inc in three separate private transactions for an aggregate of $3,065,218.20, which represented a $1,265,218.20 gain on the sale. Prior to such divestment, we owned 1,702,899 shares of Treasure Global Inc, which is publicly traded on the Nasdaq Capital Market. On December 30, 2022 (the trading day prior to the sale) Treasure Global Inc's shares had a closing price of $1.71 and represented approximately 51% of our total assets (less cash and US government securities) and approximately 75% of V Capital Kronos Berhad's total assets (less cash and US government securities) on a unconsolidated basis. Upon the divestment, there is no minority investment (0%) in V Capital Kronos Berhad, and the remaining minority investment (Zero Carbon Farms) represented approximately only 0.256% of our total assets (less cash and U.S. government securities).

We will not make any investment that would result in us being an "investment company" as defined under the Investment Company Act of 1940.

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Unless we indicate otherwise or the context otherwise

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

Unless we indicate otherwise or the context otherwise requires, all information in this prospectus is based on 35,100,504 ordinary shares outstanding as of November 29, 2022. January 18, 2023. 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.

Capitalization 1 change

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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 29, 2022 January 18, 2023 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.

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Dilution 2 changes

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The number of ordinary shares

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 29, 2022; January 18, 2023; (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.

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MD&A 11 changes

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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:

In January 2023 the Group sold all of its equity interest in Treasure

Global Inc in three private transactions for an aggregate purchase price of USD3,065,218.20 (USD1.80 per share).

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:

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Business 12 changes

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

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. 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.

In order to enhance our consulting relationships

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 Currently, our only minority investments, all of which are investment is in companies that are our clients: Zero Carbon Farms Ltd. Zero Carbon Farms Ltd (5%). The investment allows the company to build and operate a much larger farm to meet growing customer demand.

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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.

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On September 30, 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.

On January 3, 2023, we disposed of our entire

interest in Treasure Global Inc in three separate private transactions for an aggregate of $3,065,218.20, which represented a $1,265,218.20 gain on the sale. Prior to such divestment, we owned 1,702,899 shares of Treasure Global Inc, which is publicly traded on the Nasdaq Capital Market. On December 30, 2022 (the trading day prior to the sale) Treasure Global Inc's shares had a closing price of $1.71 and represented approximately 51% of our total assets (less cash and US government securities) and approximately 75% of V Capital Kronos Berhad's total assets (less cash and US government securities) on a unconsolidated basis. Upon the divestment, there is no minority investment (0%) in V Capital Kronos Berhad, and the remaining minority investment (Zero Carbon Farms) represented approximately only 0.256% of our total asset (less cash and US government securities) We will not make any investment that would result in us being an "investment company" as defined under the Investment Company Act of 1940.

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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 29, 2022, January 18, 2023, the Consultant has been issued 688,245 or our ordinary shares.

Executive compensation 5 changes

None of executive officers received any compensation during fiscal years 2021 or 2020.

The Company has signed

The following summary compensation table provides information regarding the compensation paid during our fiscal year ended December 31, 2022, to our Chief Executive Officer (principal executive officer). All of our other executives earned less than $100,000 during the fiscal year ended December 31, 2022 (Salary RM) Total (RM) Victor Hoo, Chairman and Chief Executive Officer RM 1,560,000 RM 1,560,000 1 Approximately $347,594.

The Company has signed the following letters of appointment employment agreements with Victor Hoo, our Chairman and Chief Executive Officer, Karen Liew, our Executive Director, Vincent Hong, our Executive Director and Stanley Khoo, our Executive Director. All of these persons would have met the criteria for" named executive officers" under Item 402 (m)(2) Regulation S-K if the if the annual compensation provided for under their letters of appointment employment agreement had been paid during the Company's fiscal year 2021. 2022. None of the employment agreements described below are effective until the closing date of the initial public offering.

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Our independent directors have not received any compensation in our fiscal year 2021. 2022. Upon the listing of our ordinary shares on Nasdaq, the independent directors will be compensated in accordance to the structures as follow: (i) Marco Baccanello and Jeremy Roberts will receive $5,000 per month in cash and $30,000 worth of our ordinary shares every three months; (ii) Alex Chua and Fern Allen Thomas will receive $4,000 per month in cash and $100,000 worth of our ordinary shares per annum; and (iii) Ng Mun Huat will receive $2,000 per month in cash with no shares compensation.

Principal stockholders 3 changes

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Beneficial ownership of the voting stock

as of November 29, 2022 January 18, 2023 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 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 29, 2022. January 18, 2023. 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 29, 2022, January 18, 2023, 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).

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Description of the securities 2 changes

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The Company is authorized to issue an unlimited

The Company is authorized to issue an unlimited number of ordinary shares of no par value each. As of November 29, 2022, January 18, 2023, there were 35,100,504 ordinary shares issued and outstanding.

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Shares Eligible for Future Sale 3 changes

Upon completion of this offering, we will

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

Upon completion of this offering, we will have 39,017,815 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.

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Notes to the financial statements 3 changes

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The Company evaluated all events

On January 3, 2023, the Company sold 1,702,899 shares of

Treasure Global Inc for an aggregate price of USD3,065,218.20 (USD1.80 per share). As of January 3, 2023, the Company hold nil of the equity interest in Treasure Global Inc. The Company evaluated all events and transactions that occurred after December 31, 2021 up through November 1, 2022, January 18, 2023, 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.

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Exhibits 9 changes

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Pursuant to the requirements of the Securities Act of 1933,

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Kuala Lumpur on November 29, 2022. January 18, 2023.

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Chairman and Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

/s/ Marco Baccanello

/s/ Alex Chua Siong Kiat

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/s/ Fern Allen Thomas