VCI Global: securities offering (amended)

Cover page 2 changes

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Commission on February 28, 2023.

Commission on March 10, 2023.

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Prospectus summary 1 change

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requires, all information in this prospectus is based on 35,100,504 ordinary shares outstanding as of February 28, March 10, 2023. Further, unless specifically indicated otherwise, all information in this prospectus: assumes no exercise of the underwriter's over-allotment option;

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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 February 28, March 10, 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 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) 56,740 ordinary shares to be issued Exchange Listing, LLC pursuant to the anti-dilution clause in their consulting agreement.

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Dilution 1 change

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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 28, March 10, 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) 56,740 shares to be issued to Exchange Listing pursuant to the anti-dilution clause in their consulting agreement.

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Business 1 change

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"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 28, March 10, 2023, the Consultant has been issued 688,245 or our ordinary shares.

Principal stockholders 3 changes

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forth certain information, as of February 28, March 10, 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

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 28, March 10, 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 28, March 10, 2023, and 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) 56,740 ordinary shares to be issued Exchange Listing, LLC pursuant to their consulting agreement; but excludes 240,000 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 number

The Company is authorized to issue an unlimited number of ordinary shares of no par value each. As of February 28, March 10, 2023, there were 35,100,504 ordinary shares issued and outstanding.

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Notes to the financial statements 2 changes

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Boustead Securities, LLC

Sutter Securities, Inc.

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Exhibits 1 change

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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 28, March 10, 2023.

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