VCI Global VCIG
VCI Global: securities offering (amended)
- Form
- F-1/A
- Filed
- Importance
- Routine
- Accession
- 0001575872-23-000194
- Document
- F-1/A
Not explained yet; the original is on EDGAR.
Securities offering (amended)
What changed since the last draft
2 changes since the F-1/A filed Jan 19, 2023
Compared with the F-1/A 0001575872-23-000068, filed Jan 19, 2023.
fluctuate or may decline regardless of our operating performance, resulting in substantial losses for…
The trading price of our ordinary shares following this offering may be subject to instances of extreme stock price run-ups followed by rapid price declines and stock price volatility unrelated to both our actual and…
From the filings
Now
fluctuate or may decline regardless of our operating performance, resulting in substantial losses for investors. The trading price of our ordinary shares following this offering may be subject to instances of extreme stock price run-ups followed by rapid price declines and stock price volatility unrelated to both our actual and expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock. Further, the trading price of our ordinary shares following this offering is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume, actual or anticipated fluctuations in our results of operations; the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; failure of securities analysts to initiate or maintain coverage of our Company, changes in financial estimates or ratings by any securities analysts who follow our Company or our failure to meet these estimates or the expectations of investors; announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, operating results or capital commitments; changes in operating performance and stock market valuations of other companies in our industry; price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; changes in our Board or management; sales of large blocks of our ordinary shares, including sales by our executive officers, directors and significant stockholders; lawsuits threatened or filed against us; changes in laws or regulations applicable to our business; the expiration of lock-up agreements; changes in our capital structure, such as future issuances of debt or equity securities; short sales, hedging and other…These rules and regulations could also make it more difficult for us to attract and retain qualified Board…
Drops "Islands, we are permitted to adopt certain home country practices in relation to…".
From the filings
Before
These rules and regulations could also make it more difficult for us to attract and retain qualified Board members. with substantially all of our assets located in Malaysia, and it may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers. Islands, and our directors are residents outside the United States. Moreover, substantially all of our consolidated assets are located outside the United States, primarily Malaysia but also elsewhere in Southeast Asia. In addition, our directors or our executive officers do not reside in the British Virgin Islands. Although we are incorporated outside the United States, we have agreed to accept service of process in the United States through our agent designated for that purpose. Nevertheless, substantially all of the consolidated assets owned by us are located outside the United States and any judgment obtained in the United States against us may not be enforceable outside the United States. United States, on the one hand, and Malaysia or the British Virgin Islands, on the other hand, providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Malaysia or the British Virgin Islands. There is uncertainty as to whether judgments of courts in the United States based upon the civil liability of the federal securities laws of the United States would be recognized or enforceable in Malaysia or the British Virgin Islands. In addition, holders of book-entry interests in our shares (for example, where such shareholders hold our shares indirectly through the Depository Trust Company) will be required to be registered shareholders as reflected in our register…Now
These rules and regulations could also make it more difficult for us to attract and retain qualified Board members. with substantially all of our assets located in Malaysia, and it may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers. Islands, and our directors are residents outside the United States. Moreover, substantially all of our consolidated assets are located outside the United States, primarily Malaysia but also elsewhere in Southeast Asia. In addition, our directors or our executive officers do not reside in the British Virgin Islands. Although we are incorporated outside the United States, we have agreed to accept service of process in the United States through our agent designated for that purpose. Nevertheless, substantially all of the consolidated assets owned by us are located outside the United States and any judgment obtained in the United States against us may not be enforceable outside the United States. United States, on the one hand, and Malaysia or the British Virgin Islands, on the other hand, providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Malaysia or the British Virgin Islands. There is uncertainty as to whether judgments of courts in the United States based upon the civil liability of the federal securities laws of the United States would be recognized or enforceable in Malaysia or the British Virgin Islands. In addition, holders of book-entry interests in our shares (for example, where such shareholders hold our shares indirectly through the Depository Trust Company) will be required to be registered shareholders as reflected in our register…
Show the redline
Section by section. Added words and removed words against the earlier filing.
Cover page 2 changes
1 unchanged paragraph
Commission on January 18, 2023.
Commission on February 1, 2023.
94 unchanged paragraphs
Prospectus summary 1 change
197 unchanged paragraphs
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 January 18, February 1, 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.
Risk factors 4 changes
149 unchanged paragraphs
The price of our ordinary shares may rapidly
fluctuate or may decline regardless of our operating performance, resulting in substantial losses for investors.
The trading price of our ordinary shares following this offering may be subject to instances of extreme stock price run-ups followed by rapid price declines and stock price volatility unrelated to both our actual and expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock. Further, the trading price of our ordinary shares following this offering is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume, actual or anticipated fluctuations in our results of operations; the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; failure of securities analysts to initiate or maintain coverage of our Company, changes in financial estimates or ratings by any securities analysts who follow our Company or our failure to meet these estimates or the expectations of investors; announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, operating results or capital commitments; changes in operating performance and stock market valuations of other companies in our industry; price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; changes in our Board or management; sales of large blocks of our ordinary shares, including sales by our executive officers, directors and significant stockholders; lawsuits threatened or filed against us; changes in laws or regulations applicable to our business;
the expiration of lock-up agreements; changes in our capital structure, such as future issuances of debt or equity securities; short sales, hedging and other derivative transactions involving our capital stock; general economic and geopolitical conditions, including the current or anticipated impact of military conflict and related sanctions imposed on Russia by the United States and other countries due to Russia's recent invasion of Ukraine; and the other factors described in this section of the prospectus captioned " Risk Factors ."
93 unchanged paragraphs
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 January 18, February 1, 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.
12 unchanged paragraphs
Dilution 1 change
14 unchanged paragraphs
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 January 18, February 1, 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.
2 unchanged paragraphs
Business 1 change
229 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 January 18, February 1, 2023, the Consultant has been issued 688,245 or our ordinary shares.
Principal stockholders 2 changes
1 unchanged paragraph
as of January 18, February 1, 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 January 18, February 1, 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 January 18, February 1, 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).
8 unchanged paragraphs
Description of the securities 1 change
4 unchanged paragraphs
The Company is authorized to issue an unlimited number of ordinary shares of no par value each. As of January 18, February 1, 2023, there were 35,100,504 ordinary shares issued and outstanding.
115 unchanged paragraphs
Experts 2 changes
Our financial statements as of December 31, 2020
31, 2020 and 2021, and for the years then ended included in this prospectus have been audited by WWC, Professional Corporation Limited P.C. 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.
Exhibits 2 changes
2 unchanged paragraphs
Memorandum and Articles of Association of the Registrant, Filed on June 14, 2022 4.1* Form of 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 15.1** Letter of WWC, P.C., an independent registered public accounting firm 21.1* List of Subsidiaries of the Registrant 23.1** Consent of WWC, P.C.
2 unchanged paragraphs
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 January 18, February 1, 2023.
11 unchanged paragraphs
Unchanged: Trademarks, Service Marks and Trade Names, About this Prospectus, Summary Consolidated Financial and Other Data, Forward-looking statements, Use of proceeds, Dividend policy, MD&A, Management, Executive compensation, Related-party transactions, Shares Eligible for Future Sale, Certain Material Tax Considerations, Plan of distribution, Expenses Related to this Offering, Legal Matters, Where You Can Find Additional Information, Index to Consolidated Financial Statements, Notes to the financial statements, Indemnification of Directors, Recent Sales of Unregistered, Undertakings
Compared by code from the two drafts’ text: offering terms first, then sections and risk factors added or removed, numbers that moved, and rewording. No model wrote this list. Not investment advice.
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