VCI Global: securities offering (amended)

Cover page 8 changes

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Commission on February 9, 28, 2023.

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3,000,000 1,600,000 ORDINARY SHARES

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Prior to this offering, there has been no public market

market for our ordinary shares. We are selling 3,000,000 1,600,000 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 to $6.00 per ordinary share.

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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% 52.4% 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.

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We have granted the underwriter an option to purchase

to purchase up to 450,000 240,000 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, $644,000, 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. $8,556,000.

If we complete this offering, net proceeds will be delivered to us on the closing date.

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Prospectus summary 9 changes

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we are not required to and, in reliance on home country practice, we do not intend to, comply with certain Nasdaq rules regarding shareholder approval for certain issuances of securities under Nasdaq Rule 5635. In accordance with the provisions of our amended and restated memorandum and articles of association, our board of directors is authorized to issue securities, including ordinary shares, preferred shares, warrants and convertible notes without shareholder approval;

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3,000,000 1,600,000 ordinary shares

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38,567,815 37,137,244 ordinary shares (39,017,815 (37,377,244 ordinary shares, assuming maximum amount of 3,450,000 1,840,000 ordinary shares are sold in the offering).

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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 450,000 240,000 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, $6,602,000, 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%).

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to be issued to certain of our Senior executives upon the listing of our ordinary shares on Nasdaq and (ii) 87,311 (96,495 56,740 (61,638 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.

Unless we indicate otherwise or the context otherwise

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 February 9, 28, 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.

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

Risk factors 1 change

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to be listed on Nasdaq, we are subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Corporate governance practices in the BVI, which is our home country, do not require (i) a majority independent board of directors; the establishment of a nominating and corporate governance committee (or having director nominations made by all independent directors); (ii) the establishment of a compensation committee; or (iii) the audit committee to be comprised of three directors, which are all Nasdaq corporate governance listing standards. Currently, we do not plan to rely on the home country practice with respect to our corporate governance after we complete this offering. However, if we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would enjoy under Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. Notwithstanding the foregoing, we are not required to and, in reliance on home country practice, we do not intend to, comply with certain Nasdaq rules regarding shareholder approval for certain issuances of securities under Nasdaq Rule 5635. In accordance with the provisions of our amended and restated memorandum and articles of association, our board of directors is authorized to issue securities, including ordinary shares, preferred shares, warrants and convertible notes without shareholder approval.

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Use of proceeds 2 changes

Assuming a public offering price of $5.00 per share

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 $6,602,000 (assuming no exercise of the 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 $0.92assuming 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. 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.

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Capitalization 4 changes

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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 February 9, 28, 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 1,600,000 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 56,740 ordinary shares to be issued Exchange Listing, LLC pursuant to the anti-dilution clause in their consulting agreement.

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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 37,137,244 ordinary shares issued and outstanding on a pro forma, as adjusted basis 643,330 25,455,406 39,255,406 32,815,406 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 39,328,543 Total capitalization 9,080,240 33,892,316 47,692,316 41,252,276 (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 56,740 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 public

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 $ 1.47 million and total capitalization on a pro forma as adjusted basis by approximately $2.76 $ 1.47 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.

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Dilution 6 changes

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will be immediately diluted $3.8133 $3.9419 per ordinary share, representing the difference between the public offering price per ordinary share and our pro forma, as adjusted net tangible book value per ordinary share $1.1867 of $1.0581 as of June 30, 2022, and after giving effect to this offering and an assumed initial public offering price of $5.00 per ordinary 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.

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Without taking into account any other changes in pro

in pro forma net tangible book value after 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 June 30, 2022 would have been approximately $45,768,543 $39,328,543 or $1.1867 $1.059 per ordinary share. This represents an immediate increase in pro forma net tangible book value of $1.1867 $1.059 per ordinary share to the existing shareholders and an immediate dilution in pro forma net tangible book value of $3.8133 $3.9410 per ordinary share to investors purchasing our ordinary shares in this offering.

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Historic net tangible book value per ordinary share as of June 30, 2022 $ 0.2128 $ Pro forma increase in net tangible book value per share as of June 30, 2022 before giving effect to this offering $ 0.6976 0.6982 $ Pro forma net tangible book value per share as of June 30, 2022 $ 0.9103 0.9109 $ Pro forma as adjusted net tangible book value per share after giving effect to this offering $ 1.1866 1.059 $ Pro forma as adjusted dilution per share to investors participating in this offering $ 3.8134 3.9410 $ 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 $0.9604 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. 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.

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The number of ordinary shares outstanding as of June

The number of ordinary shares outstanding as of June 30,2022, 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 February 9, 28, 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 56,740 shares to be issued to Exchange Listing pursuant to the anti-dilution clause in their consulting agreement.

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Business 2 changes

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

"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 February 9, 28, 2023, the Consultant has been issued 688,245 or our ordinary shares.

Management 1 change

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As a foreign private issuer, the Company will be exempt from the rules under the Exchange Act, and its officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, the Company will also be permitted to follow corporate governance practices in accordance with BVI law in lieu of most of the corporate governance rules set forth by Nasdaq, other than the Nasdaq's requirements that it must (1) have an audit committee that meets the requirements of Exchange Act Rule 10A-3 and (2) provide Nasdaq prompt notification from its chief executive officer of non-compliance with applicable provisions of the corporate governance rules. Notably, the Company will be permitted to follow corporate governance practices in accordance with BVI law in lieu of Nasdaq's requirements concerning (i) a majority independent board, (ii) the nominating and corporate governance committee, (iii) the compensation committee, and (iii) the three-director minimum for the audit committee. The Company has elected to follow the corporate governance rules of Nasdaq at this time. Notwithstanding the foregoing, we are not required to and, in reliance on home country practice, we do not intend to, comply with certain Nasdaq rules regarding shareholder approval for certain issuances of securities under Nasdaq Rule 5635. In accordance with the provisions of our amended and restated memorandum and articles of association, our board of directors is authorized to issue securities, including ordinary shares, preferred shares, warrants and convertible notes without shareholder approval.

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Principal stockholders 4 changes

The following table sets forth certain information,

forth certain information, as of February 9, 28, 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 February 9, 28, 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 February 9, 28, 2023, and 38,567,815 37,137,244 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 56,740 ordinary shares to be issued Exchange Listing, LLC pursuant to their consulting agreement; but excludes 450,000 240,000 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 19,370,719 (2) 55.2 % 50.5 52.4 % (3) Vivian Yong Hui Wun Chief Operating Officer 727,884 2.1 % 2.0 2.1 % (4) Enyoo Hoeng Wei Deputy Chief Operating Officer 522,536 1.5 % 1.4 1.5 % (5) Ang Zhi Feng Chief Financial Officer - - * (6) Audrey Liu Ser Wei Chief of Corporate Affairs 673,338 1.9 % 1.8 1.9 % (7) Henry Chai Chin Loong Chief Technology Officer - - * (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 15.4 % 14.20 14.7 % (10) Vincent Hong Executive Director 2,000,000 5.8 % 5.2 5.4 % Stanley Khoo Executive Director 500,000 (11) 1.5 % 1.3 % Officers and Directors as a Group (total of 15 persons) 29,354,497 83.6 % 76.4 79.3 % 5% Stockholders Victor Hoo Chief Executive Officer, Chairman 17,730,719 50.48 % 50.5 52.4 % Karen Liew Executive Director 5,400,020 15.7 % 14.2 14.7 % Vincent Hong Executive Director 2,000,000 5.7 % 5.2 5.4 % V Invesco Fund (L) Limited (12) 2,000,000 5.7% 5.2 5.4 % (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.

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Description of the securities 1 change

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The Company is authorized to issue an unlimited number of ordinary shares of no par value each. As of February 9, 28, 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 37,377,244

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.

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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Plan of distribution 3 changes

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This offering is being conducted on a firm commitment basis. Any ordinary shares stock issued or sold under the option will be issued and sold on the same terms and conditions as the other ordinary shares that are the subject of this offering.

If the underwriter sells more ordinary shares than

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 450,000 240,000 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. This offering is being conducted on a firm commitment basis. Any ordinary shares stock issued or sold under the option will be issued and sold on the same terms and conditions as the other ordinary shares that are the subject of this offering.

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Notes to the financial statements 2 changes

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3,000,000 1,600,000 Ordinary Shares

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Through and including _________, 2022 2023 (the

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Exhibits 2 changes

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Pursuant to the requirements of the Securities Act

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 February 9, 28, 2023.

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