VCI Global: securities offering (amended)

Cover page 3 changes

Commission on March 10, 2023.

As filed with the U.S. Securities and Exchange

Securities and Exchange Commission on March 16, 2023.

95 unchanged paragraphs

About this Prospectus 10 changes

Throughout this prospectus, unless otherwise

designated or the context suggests otherwise,

our fiscal year end is December 31. References to a particular "fiscal year" are to our fiscal year ended December 31 of that calendar year. Our audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board. Numerical figures included in this prospectus have been subject to rounding adjustments.

this prospectus, unless otherwise designated or the context suggests otherwise, all references to the "Company," the "registrant," "VCI," "VCI Global," "we," "our," or "us" in this prospectus mean VCI Global Limited, a BVI business company;

all references to the "British Virgin

all references to the "British Virgin Islands" and "BVI" in this prospectus mean the British Overseas Territory officially known as the Virgin Islands or the Territory of the British Virgin Islands;

"year" or "fiscal year" mean the year ending December 31st;

mean the year ending December 31st;

our fiscal year end is December 31.

References to a particular "fiscal year" are to our fiscal year ended December 31 of that calendar year. Our audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board. Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them; and unless otherwise noted: (i) all industry and market data in this prospectus is presented in U.S. dollars, (ii) all financial and other data related to VCI in this prospectus is presented in U.S. dollars, (iii) all references to "$" or "USD" in this prospectus (other than in our financial statements) refer to U.S. dollars, (iv) all references to "RM" in this prospectus refer to Malaysian Ringgits, and (v) all information in this prospectus assumes the issuance and sale of the maximum number of ordinary shares available in this offering.

2 unchanged paragraphs

Prospectus summary 71 changes

12 unchanged paragraphs

Advise clients on multitrack approaches to capital raising strategies;

Evaluate and assess clients' businesses and perform IPO readiness diagnostic, including health checks on the company's management, financial and legal structure;

Assemble external professionals for the IPO process and assist in building a quality management team, robust financial and corporate governance;

Assist in fine-tuning business plans, articulate compelling equity stories and advise on strategic options to maximize clients' business values;

Manage due diligence investigations and peer industry analysis;

Prepare pre-IPO investment presentations materials for clients;

Liaise with investors for pre-IPO capital raising;

Design marketing strategy and promote the company's business;

Assist with cross-border listing in countries including but not limited to, Malaysia, China, Singapore, and the United States.

86 unchanged paragraphs

are not required to obtain an attestation and report from our auditors on our management's assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act;

We intend to take advantage of all of these

are not required to obtain an attestation

and report from our auditors on our management's assessment of our internal control over financial reporting pursuant to the are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements, and analyzing how those elements fit with our principles and objectives (commonly referred to as "compensation discussion and analysis");

are not required to obtain a non-binding

are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on-frequency" and "say-on-golden-parachute" votes);

are exempt from certain executive compensation

are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

may present only two years of audited financial

may present only two years of audited financial statements; and are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act.

intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption adoptio n of new or revised financial accounting standards under 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act.

8 unchanged paragraphs

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;

we are not required to provide certain Exchange Act reports, or as frequently, as a domestic public company;

Act reports, or as frequently, as a domestic public company;

for interim reporting, we are permitted

for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

level of disclosure on certain issues, such as executive compensation;

we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

FD aimed at preventing issuers from making selective disclosures of material information;

we are not required to comply with the sections

we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and our insiders are not required to comply with Section 16 of the Exchange Act requiring such individuals and entities to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any "short-swing" trading transaction.

1 unchanged paragraph

of directors must be independent directors;

an exemption from the rule that the compensation of our

Upon the completion of this offering, our founding shareholder, Mr.

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. As a result, we will be a "controlled company" under the Nasdaq Capital Market's governance standards, defined as a company of which more than 50% of the voting power is held by an individual, group or another company. As a "controlled company," we are permitted to rely on certain exemptions from corporate governance rules, including:

an exemption from the rule that a majority of our board of directors must be independent directors;

exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

4 unchanged paragraphs

We are a growing company with a limited operating history. If we fail to achieve further marketplace acceptance for our services, our business, financial condition and results of operations will be adversely affected .

A significant or prolonged economic downturn could have a material adverse effect on our results of operations.

We may be unable to retain existing clients or may be unable to attract new clients.

We may face damage to our professional reputation or legal liability if our clients are not satisfied with our services.

If our affiliates, alliances or investee portfolio companies do not succeed, we may not be successful in implementing our growth strategy.

The consulting services in the business and technology industries are highly competitive, and we may not be able to compete effectively.

Our inability to retain our senior management team and other managing directors would be detrimental to the success of our business.

Our inability to hire and retain talented people in an industry where there is great competition for talent could have a serious negative effect on our prospects and results of operations.

Revenues from our performance-based engagements are difficult to predict, and the timing and extent of recovery of our costs is uncertain.

Developments in the social, political, regulatory and economic environment in the countries where we operate, may have a material and adverse impact on us.

We have only a limited ability to protect our intellectual property rights, which are important to our success.

Our operations and sales have been adversely impacted by the COVID-19 pandemic, and we must successfully manage the demand, supply, and operational challenges associated with the actual or perceived effects of COVID-19 and the related widespread public health crisis.

Foreign exchange rate fluctuations and controls could have a material adverse effect on our earnings and the strength of our balance sheet.

As a foreign private issuer, we are permitted to follow certain home country corporate governance practices in lieu of certain requirements under the Nasdaq listing standards. This may afford less protection to holders of our ordinary shares than U.S. regulations.

We will be a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less detailed than those of a U.S. issuer.

We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act's domestic reporting regime and cause us to incur additional legal, accounting and other expenses.

We are a BVI-incorporated company 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.

We are subject to the laws of the British Virgin Islands and Malaysia, which differ in certain material respects from the laws of the United States.

Subject to the general authority to allot and issue new ordinary shares provided by our shareholders, under British Virgin Island law our directors may allot and issue new ordinary shares on terms and conditions and for such purposes as may be determined by our Board in its sole discretion and in accordance with the Memorandum and Articles of Association of the Company.

There has been no existing market for our ordinary shares, and we do not know whether one will develop to provide you with adequate liquidity. If the trading price of our ordinary shares fluctuates after this offering, you could lose a significant part of your investment.

Our founding shareholder and his spouse, Karen Liew, our Executive Director , will beneficially own 67.3% of our outstanding ordinary shares after this offering. This concentration of ownership and voting power will limit your ability to influence corporate matters.

Our Memorandum and Articles of Association contain anti-takeover provisions which may discourage a third-party from acquiring us and adversely affect the rights of holders of our ordinary shares.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our ordinary shares and our trading volume could decline.

We may not pay any cash dividends in the foreseeable future.

Certain recent initial public offerings of companies with relatively small public floats have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. Our ordinary shares may potentially experience rapid and substantial price volatility, which may make it difficult for prospective investors to assess the value of our ordinary shares.

New investors in our ordinary shares will experience immediate and substantial dilution after this offering.

We currently report our financial results under IFRS, which differs in certain significant respects from U.S. GAAP.

We will incur significantly increased costs and devote substantial management time as a result of operating as a public company.

If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence.

If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, Nasdaq could delist our ordinary shares.

We have broad discretion over the use of proceeds we receive in this offering and may not apply the proceeds in ways that increase the value of your investment.

29 unchanged paragraphs

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 March 10, 16, 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.

Summary Consolidated Financial and Other Data 27 changes

17 unchanged paragraphs

Financial assets measured at fair value through other comprehensive income - 34,221,879 8,196,857 30,022,109 6,811,596 Financial assets measured at fair value through profit and loss - 1,309,134 313,565 3,145,096 713,578 Property and equipment, net 152,532 36,535 165,410 37,529 Deferred tax assets - 339,650 81,353 339,650 77,062 Total non-current assets 36,023,195 8,628,310 33,672,265 7,639,765 Current assets Trade and other receivables, net - 4,540,984 1,087,661 12,559,685 2,849,617 Amount due from related parties 3,014,790 427,677 102,438 3,577,524 811,690 Cash and bank balances 430,796 3,122,947 748,011 1,713,893 388,859 Total current assets 3,445,586 8,091,608 1,938,110 17,851,102 4,050,166 Total assets 3,445,598 44,114,803 10,566,420 51,523,367 11,689,931 LIABILITIES AND EQUITY Current liabilities Trade and other payables 10,861 1,726,403 413,510 1,606,801 440,794 Contract liabilities - 500,000 119,760 - - Bank and other borrowings - 812,466 194,602 766,370 173,879 Deferred revenue - 1,510,321 361,754 - - Income tax payable 881,282 8,284,766 1,984,375 8,793,040 1,995,018 Total current liabilities 892,143 12,833,956 3,074,001 11,166,211 2,609,691 Non-current liabilities Bank and other borrowings - 398,526 95,455 398,526 90,420 Amount due from related parties 29,967 9,964,078 2,386,606 8,080,502 1,833,353 Deferred revenue - 1,555,000 372,455 - - Total non-current liabilities 29,967 11,917,604 2,854,516 8,479,028 1,923,773 Total liabilities 922,110 24,751,560 5,928,517 19,645,239 4,533,464 Capital and reserves Share capital 220,000 220,000 52,695 2,835,477 643,330 Capital reserve 483,575 6,532,560 1,564,658 6,532,560 1,482,146 Retained earnings 1,819.913 12,981,942 3,109,447 22,686,328 5,070,976 Attributable to equity owners of the Company 2,523,488 19,734,502 4,726,827 32,054,365 7,196,453 Non-controlling interests - (371,259 ) (88,924 ) (176,237 ) (39,986 ) Total equity 2,523,488 19,363,243 4,637,903 31,878,128 7,156,467 Total liabilities and equity 3,445,598 44,114,803 10,566,420 51,523,367 11,689,931 The following table presents our selected consolidated cash flows data for the periods indicated.

For the Six months Ended

Financial assets measured at fair

value through other comprehensive income

Financial assets measured at fair value through profit

Property and equipment, net

Total non-current assets

Trade and other receivables, net

Amount due from related parties

Cash and bank balances

Total current assets

LIABILITIES AND EQUITY

Trade and other payables

Contract liabilities

Bank and other borrowings

Total current liabilities

Non-current liabilities

Bank and other borrowings

Amount due from related parties

Total non-current liabilities

Capital and reserves

Attributable to equity owners of the Company

Non-controlling interests

Total liabilities and

The following table presents our selected

consolidated cash flows data for the periods indicated.

8 unchanged paragraphs

Fair value adjustment on financial assets measured at fair value through profit and loss (1,679,842 (381,133 ) Gain on disposal of property and equipment - - - - (1,891 ) (429 ) Interest expense - 106,473 25,503 3,960 8,685 1,971 Interest income - (1,571 ) (376 ) (1,227 ) (22 ) (5 ) Operating cash flow before movement in working capital 3,601,972 29,050,508 6,958,206 13,219,282 12,568,505 2,815,619 2,851,619 Trade and other receivables 54,117 (5,729,429 ) (1,372,318 ) (7,046,364 ) (8,629,924 ) (1,958,009 ) Trade and other payables (2,217 ) 4,453,808 1,066,780 1,685,473 (4,804,822 ) (1,090,147 ) Cash generate from operations 3,653,872 27,774,887 6,652,668 (7,858,391 ) (866,241 ) (196,537 ) Interest received - 1,571 1,227 Income tax paid - (56,646 ) (13,568 ) 271,732 224,626 50,964 Net cash from operating activities 3,653,872 27,719,812 6,639,476 8,131,350 (641,593 ) (145,568 ) Investing activities Purchase of property and equipment - (105,458 ) (25,259 ) (98,542 ) (33,896 ) (7,691 ) Proceed from disposal of property and equipment - - - - 11,706 2,656 Purchase of financial assets measured at fair value through other comprehensive income (6,398,987 (1,532,692 (5,774,087 ) - - Purchase of financial assets measured at fair value through profit and loss (1,309,134 (313,565 (209,000 (156,120 (35,421 ) Amount due from related parties 408,560 19,068,607 4,567,331 - - - Acquisition of subsidiaries (Note A) - 255,900 61,293 - - - Net cash used in investing activities - (7,557,679 ) (1,810,223 ) (6,081,629 ) (178,310 ) (40,456 ) Financing activities Proceeds from issuance of share capital - - - - 2,615,477 593,415 Proceed from other borrowings - 1,200,000 287,425 - - - Repayment of other borrowings - (600,000 ) (143,713 ) 1,000,000 - - Proceed from bank borrowings - 300,000 71,856 200,000 - - Repayment of bank borrowings - (56,226 ) (13,467 ) (48,378 ) (54,781 ) (12,429 ) Advances to related parties (3,237,899 ) (18,343,816 ) (4,393,728 ) (2,221,391 ) (3,149,847 ) (714,656 ) Contribution from non-controlling interests - 30,060 7,200 30,020 - - Net cash used in financing activities (3,237,899 ) (17,469,982 ) (4,184,427 ) (1,039,749 ) (589,151 ) (133,670 ) Net increase in cash and cash equivalents 415,973 2,692,151 644,826 1,009,972 (1,409,054 ) (319,694 ) Cash and bank balances at beginning of the year 14,823 430,796 103,185 677,337 3,122,947 708,553 Cash and bank balances at end of the year 430,796 3,112,947 3,122,947 748,011 1,687,309 1,713,893 388,859 Consolidated Statement of Cash Flows On January 1, 2021, the shareholders for both Accuventures Sdn Bhd and Imej Jiwa Communications Sdn Bhd entered into share sale agreements with Victor Hoo, our Chairman, to sell their shares (80% for Accuventures Sdn Bhd) and (100% for Imej Jiwa Communication Sdn Bhd) and also assign their voting and other rights that provided Mr. Hoo with control over each entity. Since Mr. Hoo also has control over the Company, there is common control with all three entities and Accuventures and Imej Jiwa were consolidated into our group.

16 unchanged paragraphs

Risk factors 40 changes

81 unchanged paragraphs

independent, as defined by Nasdaq;

have a majority of the board of directors consist of independent directors as such term is defined by Nasdaq;

have nominating and compensations committees that are fully independent, as defined by Nasdaq;

solicit proxies and provide proxy statements for all shareholder meetings; and seek shareholder approval for the implementation of certain equity compensation plans and issuances of shares.

43 unchanged paragraphs

Market prices for securities of new public companies

companies have historically been particularly volatile in response to various factors, some of which are beyond our control. As a result of this volatility, you may not be able to sell your ordinary shares at or above the initial public offering price in this offering. Some of the factors that may cause the market price for our ordinary shares to t o fluctuate include:

Actual or anticipated fluctuations in our key operating metrics, financial condition and operating results;

Actual or anticipated changes in our growth rate;

Announcements by us or our competitors of significant services, contracts, acquisitions or strategic alliances;

Our announcement of actual results for a fiscal period that are lower than projected or expected or our announcement of revenue or earnings guidance that is lower than expected;

Changes in estimates of our financial results or recommendations by securities analysts;

Changes in market valuations of similar companies;

Changes in our capital structure, such as future issuances of securities or the incurrence of debt;

Regulatory developments in BVI, Malaysia, the United States or other countries;

Actual or threatened litigation involving us or our industry;

Additions or departures of key personnel;

A change in control of the Company;

Share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

Further issuances of ordinary shares by us;

Sales of ordinary shares by our shareholders;

Repurchases of ordinary shares; and

Changes in general economic, industry and market conditions.

21 unchanged paragraphs

our Chairman and Chief Executive Officer, will beneficially own 51.1% 52.4% of our outstanding ordinary shares after this offering and, , together with his spouse, will beneficially own 64.1% 67.1% of our outstanding ordinary shares after this offering, and this concentration of ownership and voting power will limit your ability to influence corporate matters.

Following this offering, Victor Hoo, our Chairman and Chief Executive

and Chief Executive Officer, will continue to control our Company through his beneficial ownership of 51.1% 52.4% of our outstanding ordinary shares and, together with his spouse, Karen Liew, our Executive Director, beneficially own 64.1% 67.1% of our outstanding ordinary shares after this offering. As a result, so long as Victor Hoo beneficially owns more than 50% of the outstanding ordinary shares he will be able to effectively control our decisions and will be able to elect a majority of the members of our board of directors. Victor Hoo will also be able to direct our actions in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses, and may cause us to make acquisitions that increase the amount of our indebtedness or number of outstanding shares of our capital stock.

2 unchanged paragraphs

Upon the completion of this offering, Victor Hoo, our Chairman and

our Chairman and Chief Executive Officer will beneficially own voting stock that provides him with approximately 50.1% 52.4% of our outstanding ordinary shares (approximately 49.0% if the over-allotment option is exercised in full) and we will be a "controlled company" within the meaning of the listing rules of The Nasdaq Stock Market LLC.

14 unchanged paragraphs

These anti-takeover defences could discourage,

provisions that could limit the ability of others to acquire control contr ol of our company, including provisions that:

institute a staggered board of directors and restrictions on our shareholders to fill a vacancy on the board of directors;

impose advance notice requirements for shareholder proposals and meetings; and expressly provide that the business and affairs of the Company shall be managed by, or under the direction or supervision of, the board of directors - and that the board of directors have all powers necessary for managing, and for directing and supervising, the business and affairs of the Company.

anti- takeover defences could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also make it more difficult for you and other shareholders to elect directors of your choosing and cause us to take other corporate actions that you desire.

10 unchanged paragraphs

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 $4.56 per share in pro forma net tangible book value. See " Dilution ."

2 unchanged paragraphs

We currently report our financial

While we currently anticipate that our available

available funds will be sufficient to meet our cash needs for at least the next 12 months, we may need or elect to seek, additional financing at any time. Our ability to obtain financing will depend on, among other things, our development efforts, business plans, operating performance and condition of the capital markets at the time we seek financing. If we need or elect to raise additional funds, we may not be able to obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests and the per-share value of our ordinary shares could decline. If we engage in additional debt financing, we may be required to accept terms that further restrict our ability to incur additional indebtedness and force us to maintain specified liquidity or other ratios and limit the operating flexibility of our business. If we need additional capital and cannot raise it on acceptable accep table terms, we may not be able to, among other things:

fund our operating capital requirements as we grow;

retain the leadership team and staff required; and

repay our liabilities as they come due.

currently report our financial results under IFRS, which differs in certain significant respects from U.S. GAAP.

36 unchanged paragraphs

Forward-looking statements 17 changes

4 unchanged paragraphs

our future business development, financial condition and results of operations;

our holding company structure;

our ability to attract new clients and maintain our relationship with our current clients;

our ability to attract and retain skilled workers;

loss of our key management and employees;

the duration and impact of the COVID-19 pandemic;

difficulties we may encounter as our business expands into new markets;

risks inherent in operating in foreign jurisdictions;

any failure to comply with laws and regulations including environmental, workplace safety and other regulatory requirements;

the perceived strength of our brands;

intense competition within our industry;

a natural disaster, global pandemic or other disruption at our operations;

the impact on our results of possible fluctuations in interest rates, foreign currency exchange rates, costs and taxes;

significant legal proceedings, claims, lawsuits or government investigations;

increases in income tax rates or changes in income tax laws;

general industry, economic and business conditions; and

any failure to maintain effective internal control over financial reporting or disclosure controls or procedures.

6 unchanged paragraphs

Use of proceeds 2 changes

Assuming a public offering price of $5.00 per share

Assuming a public offering price of $5.00 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 $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 $0.92assuming $0.92 assuming 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.

6 unchanged paragraphs

Capitalization 6 changes

The following tables sets forth our cash

The following tab les

sets forth our cash and cash equivalents and our total capitalization as of June 30, 2022 as follows:

on an actual basis at June 30, 2022; and

on a pro forma basis to reflect the (i) issuance of 776,159 shares to accredited investors at an average price of $3.42 $3.08 from July 13, 2022 to March 10, 16, 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.

5 unchanged paragraphs

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 37,137,244 ordinary shares issued and outstanding on a pro forma, as adjusted basis 643,330 25,455,406 32,815,406 3,035,186 11,820,829 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 6,060,093 6,060,093 3,876,450 Total shareholders' equity 7,156,467 31,968,543 39,328,543 7,232,700 9,624,556 16,226,556 Total capitalization 9,080,240 33,892,316 41,252,276 9,156,473 11,548,329 18,150,289 (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) 56,740 ordinary shares to be issued Exchange Listing, LLC pursuant to the anti-dilution clause in their consulting agreement.

6 unchanged paragraphs

Dilution 11 changes

If you invest in our ordinary shares, your interest

Our net tangible book value as of June 30, 2022

Without taking into account any other changes in pro

If you invest in our ordinary shares, your interest will be immediately diluted $3.9419 $4.5631 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 of $1.0581 $0.4369 as of June 30, 2022, 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.

Our net tangible book value as of June 30, 2022 was $7,156,467 $7,232,700 or $0.2128 $0.2150 per ordinary share as of that date. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting pro forma net tangible book value per ordinary share, after giving effect to the proceeds we will receive from this offering, from the assumed initial public offering price of $5.00 per ordinary share, the midpoint of the range set forth on the cover page of this prospectus and after deducting underwriter discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes 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 $39,328,543 $16,226,556 or $1.059 $0.4369 per ordinary share. This represents an immediate increase in pro forma net tangible book value of $1.059 $0.2219 per ordinary share to the existing shareholders and an immediate dilution in pro forma net tangible book value of $3.9410 $4.5631 per ordinary share to investors purchasing our ordinary shares in this offering.

2 unchanged paragraphs

Historic net tangible book value per ordinary share as of June 30, 2022 $ 0.2128 $ 0.2150 Pro forma increase in net tangible book value per share as of June 30, 2022 before giving effect to this offering $ 0.6982 $ 0.0681 Pro forma net tangible book value per share as of June 30, 2022 $ 0.9109 $ 0.2809 Pro forma as adjusted net tangible book value per share after giving effect to this offering $ 1.059 $ 0.4369 Pro forma as adjusted dilution per share to investors participating in this offering $ 3.9410 $ 4.5631 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 $0.9604 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.

3 unchanged paragraphs

The number of ordinary shares outstanding as of June

The pro forma as adjusted information discussed

discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ordinary shares and other terms of this offering determined at pricing.

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 $3.08 from July 13, 2022 to March 10, 16, 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.

2 unchanged paragraphs

MD&A 52 changes

42 unchanged paragraphs

The Group's revenue has significantly

The Group's revenue has increased

We derive our revenues from business strategy

strategy consultancy and technology consultancy. The above table sets forth a breakdown of our revenue in absolute amount and the changes in percentage from year ended 31 December, 2020 to year ended 31 December, 2021 and the six months ended June 30, 2021 and 2022.

The Group's revenue has significantly increased in 2021 as compared to 2020 due to the expansion of our businesses. In addition to our main revenue generator - business strategy consultancy, we also offered technology consultancy to our existing and new clients. Given the increased client base and more demands for our services, we managed to increase our total revenue by 92% 1,201% as compared to year ended 31 December, 2020.

The Group's revenue has increased by approximately RM2.1 million (USD476,000) (USD 476,000) or 9.8% 10.8% from approximately RM19.3 million for the six months ended June 30, 2021, to approximately RM21.4 million (USD4.85 million) for the six months ended June 30, 2022. Such an increase was mainly attributable to the growth and expansion of both the business and technology divisions.

2 unchanged paragraphs

The Wage Subsidy Program (" WSP ")

(" WSP ") is a financial assistance introduced in Malaysia paid to employers of every enterprise, for each worker earning RM4,000 and below and for a period of six months only. The purpose of the WSP is to help employers affected by COVID-19 pandemic to be able to continue the companies' operations and prevent employees from losing their jobs and source of income.

3 unchanged paragraphs

The significant increase in cost of services

in cost of services in year ended 31 December, 2021 as compared to 2020 is in line with the expansion of the Group businesses in both business consultancy as well as technology consultancy.

Cost of services incurred for the six months ended June 30, 2021 and

Cost of services incurred for the six months ended June 30, 2021 and 2022 are fairly similar. The significant difference is due to the Group's prioritization in the expansion of technology division thus higher costs incurred, higher by approximately 70% 234% in IT expenses for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021. Similarly, the consultant fee has dropped by approximately 68% for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021 due to such prioritization in technology division.

3 unchanged paragraphs

The Group's employee benefit expenses increased by approximately

increased by approximately RM2.6 million (USD590k) or 54% 119% from approximately RM2.2 million for the six months ended June 30, 2021 to approximately RM4.8 million (USD1.09 million) for the six months ended June 30, 2022. Such an increase was mainly attributable to the expansion of our business. The Group received more business and technology consultancy engagements thus leading to higher recruitment of staff.

108 unchanged paragraphs

entity incorporated in United Kingdom.

5% (2020: nil) equity interest in Zero Carbon Farms Ltd, an entity incorporated in United Kingdom.

above valuations are categorised under Level 3 of the fair value hierarchy, and are generally sensitive to the unobservable inputs.

The above valuations are categorised under Level 3 of the fair value hierarchy, and are generally sensitive to the unobservable inputs. Any increase or decrease in transacted price would result in an increase or decrease in the fair value of the unquoted investment. Any significant movement in inputs would result in a significant change to the fair value of the unquoted investment. There are no transfers between Levels 1 and 2 and into or out of Level 3 during the year.

1 unchanged paragraph

Accruals consist mainly of staff salaries whereas

whereas sundry payables consist mainly of audit fees, secretarial fees and other professional fees.

38 unchanged paragraphs

Net cash used in financing investing activities in 2021 was RM7.7 RM7.6 million (USD1.8 million), which was attributable to the investment in Treasure Global Inc, DFA Robotics Inc and Zero Carbon Farms.

Net cash used in financing investing activities for the six months ended June

the six months ended June 30, 2022 was RM178,000 (USD40,000), which was attributable to the investment in quoted shares on Bursa Malaysia Stock Exchange.

16 unchanged paragraphs

Level 1 inputs are quoted prices (unadjusted)

Level 2 inputs are inputs, other than

1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability.

143 unchanged paragraphs

● Right-of-use assets

38 unchanged paragraphs

obligations in the contract

Step 4: Allocate the transaction

price to the performance obligations in the contract

Step 5: Recognize revenue

when (or as) the Company satisfies a performance obligation

The Company recognizes revenue when (or

Step 1: Identify the contract(s) with a client

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation The Company reco gnizes revenue when (or as) a performance obligation is satisfied, i.e. when "control" of the services underlying the particular performance obligations is transferred to clients.

7 unchanged paragraphs

creates or enhances an asset that the client controls as the asset is created or enhanced; or the Company's performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date.

177 unchanged paragraphs

based on debt-to-equity ratio. The debt-to-equity ratio is calculated as total debt divided by total equity. Total debt is calculated as borrowings plus trade and other payables 2020 2021 June 30 2022 RM RM USD RM USD Total debts - 1,210,992 290,058 1,164,896 264,299 Total equity 2,523,488 19,905,482 4,767,780 19,363,243 4,637,903 31,878,128 7,232,700 Debt-to-equity % - 6.25 % 6.25 % 3.65 % 3.65 % The Group is not subject to externally imposed capital requirements for the financial years ended 31 December 2020 and 2021 and for the six months ended June 30, 2022.

15 unchanged paragraphs

are not required to obtain

are not required to obtain an attestation and report from our auditors on our management's assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act;

are not required to provide

are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements, and analyzing how those elements fit with our principles and objectives (commonly referred to as "compensation discussion and analysis");

are not required to obtain

are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on-frequency" and "say-on-golden-parachute" votes);

are exempt from certain

are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

may present only two years

of audited financial statements; and

are eligible to claim longer phase-in periods for the

may present only two years of audited financial statements; and are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act.

5 unchanged paragraphs

Business 32 changes

12 unchanged paragraphs

Our listing arm provides companies with

cross-border listing advisory services. The Southeast Asia IPO capital market is growing as there is a growing number of companies seeking to go public on recognized exchanges in foreign jurisdictions. We anticipate tremendous opportunities in this growing market.

Advise clients on multitrack approaches to capital raising strategies;

approaches to capital raising strategies;

Evaluate and assess clients'

Evaluate and assess clients' businesses and perform IPO readiness diagnostic, including health checks on the company's management, financial and legal structure;

Assemble external professionals

Assemble external professionals for IPO process and assist in building a quality management team, robust financial and corporate governance;

Assist in fine-tuning of business plan, articulate compelling equity story and advise on strategic options to maximise clients' business value;

compelling equity story and advise on strategic options to maximise clients' business value;

Manage due diligence investigations and peer industry analysis;

and peer industry analysis;

Prepare investment presentations

Prepare investment presentations materials for professional teams as well as investors;

Liaise with investors for pre-IPO capital raising;

pre-IPO capital raising;

Design marketing strategy

Design marketing strategy and promote the company's business;

Assist with cross-border listing in countries including but not limited to, Malaysia, China, Singapore, and the United States.

including but not limited to, Malaysia, China, Singapore, and the United States.

listing arm provides companies with cross-border listing advisory services. The Southeast Asia IPO capital market is growing as there is a growing number of companies seeking to go public on recognized exchanges in foreign jurisdictions. We anticipate tremendous opportunities in this growing market. We assist private companies in their desire to list and trade on public exchanges, including the US NASDAQ. The Jumpstart Our Business Start-ups Act, or JOBS Act, signed in 2012, eases the IPO process for "emerging growth companies" and reduces their regulatory burden by improving the ability of these companies to access capital c apital through private offerings and small public offerings without SEC registration, and by allowing the private companies with a substantial shareholder base to delay becoming a public reporting company.

6 unchanged paragraphs

Boardroom Strategy Services

Post-IPO phase - we advise

Post-IPO phase - we advise clients on ways to sustain market interest in their companies, attract a pipeline of new investors and manage regulatory and liability risks.

5 unchanged paragraphs

We capitalize the transformative power of technology

of technology to push companies through to the next level. With the increasing global significance of data analytics and digital transformation in enhancing existing business models, we have established relationships relati onships with technology experts to provide the following services:

Digital Development - We evaluate clients' businesses and offer structured digitalization strategies to ensure their businesses achieve target business objectives. At times, business digitalization journey from vision to execution can be complex. Our experts illuminate the paths for our clients mapping their digitalization journeys in detail using deep domain expertise to define focused and effective strategic responses. We emphasise rich content, focused delivery, and innovative and result-driven strategies as we guide our clients toward a cost-saving path that increases efficiency and distinctive competitive advantage. Our technology experts coupled with our established relationship with data analytic pioneer allow us to deliver efficient and innovative tailored digital solutions to resolve clients' problems. We strive to provide the best and effective solutions to clients across sectors.

Fintech Solution - We offer fintech solutions, insights, and multidimensional approach to advising and collaborating to help companies adapt to the ever-evolving business environment and provide support to organizations. One of our subsidiary companies, Accuventures Sdn Bhd is a dynamic and experienced information technology (IT) and financial technology (fintech) provider founded by a group of international industry professionals with a wealth of knowledge and experience in the fintech and IT industry. With Credilab Sdn Bhd (a fully owned subsidiary of Accuventures), Accuventures is capable of offering its clients the easiest and fastest route to obtain instant cash loan. Credilab is currently operating o perating a licensed money lending business in Malaysia with the approval granted by the Ministry of Housing and Local Governments. Their financial services are designed to address everyday needs of Malaysians in an innovative way by utilising cutting-edge technology to enable easy access hassle-free to money lending services.

Software Solutions - We offer custom software to a wide range of clients, from small to midsize companies that are both private and public-listed companies. Our software solutions team aims to assist clients in identifying upcoming technology trends and opportunities while offering tailored software, designed to meet the specific needs of every client. Our solutions services begin with an analysis of problems followed by the designing, customising, building, integrating, and scaling of software. With our vast network of relationships with software industry experts, we are able to help clients source for the most suitable technology that matches their business needs.

Upcoming SaaS - Moving forward, we will offer SaaS management software for our clients in which targets to provide automated automa ted management, critical insights and intuitive data security. With our SaaS platform, clients can closely monitor the SaaS subscriptions and stay on top of key usage data across their organizations.

185 unchanged paragraphs

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 March 10, 16, 2023, the Consultant has been issued 688,245 or our ordinary shares.

Management 25 changes

69 unchanged paragraphs

We have established an audit committee consisting

have established an audit committee consisting of Marco Baccanello, Fern Allen Thomas and Jeremy Roberts. Marco Baccanello is the Chairman of the audit committee. In addition, our Board has determined that Marco Baccanello is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act. The audit committee's duties, which are specified in our Audit Committee Charter, include, but are not limited to:

reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our annual disclosure report;

discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

discussing with management major risk assessment and risk management policies;

monitoring the independence of the independent auditor;

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

reviewing and approving all related-party transactions;

inquiring and discussing with management our compliance with applicable laws and regulations;

pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

appointing or replacing the independent auditor;

determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

8 unchanged paragraphs

establishes and reviews general policies relating to compensation and benefits of our employees.

We have established a nominating and corporate

Foreign Private Issuer Status

reviews, approves and determines, or makes recommendations to our Board regarding, the compensation of our executive officers;

administers our equity compensation plans;

reviews and approves, or makes recommendations to our Board, regarding incentive compensation and equity compensation plans; and and reviews general policies relating to compensation and benefits of our employees.

Nominating and Corporate Governance Committee

have established a nominating and corporate governance committee consisting of Jeremy Roberts, Ng Mun Huat and 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:

identifying, reviewing and evaluating candidates to serve on our Board consistent with criteria approved by our Board;

evaluating director performance on our Board and applicable committees of our Board and determining whether continued service on our Board is appropriate;

evaluating nominations by stockholders of candidates for election to our Board; and corporate governance matters.

Private Issue r Status

12 unchanged paragraphs

Principal stockholders 5 changes

Beneficial ownership of the

The following table sets forth certain information,

forth certain information, as of March 10, 16, 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 March 10, 16, 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 March 10, 16, 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).

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 % 52.4 % (3) Vivian Yong Hui Wun Chief Operating Officer 727,884 2.1 % 2.1 % (4) Enyoo Hoeng Wei Deputy Chief Operating Officer 522,536 1.5 % 1.5 % (5) Ang Zhi Feng Chief Financial Officer - - * (6) Audrey Liu Ser Wei Chief of Corporate Affairs 673,338 1.9 % 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 % 14.7 % (10) Vincent Hong Executive Director 2,000,000 5.8 % 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 % 79.3 % 5% Stockholders Victor Hoo Chief Executive Officer, Chairman 17,730,719 50.48 17,370,719 49.5 % 52.4 47.0 % Karen Liew Executive Director 5,400,020 15.7 % 14.7 % Vincent Hong Executive Director 2,000,000 5.7 % 5.4 % V Invesco Fund (L) Limited (12) 2,000,000 5.7% 5.7 % 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.

7 unchanged paragraphs

Related-party transactions 12 changes

3 unchanged paragraphs

Victor Hoo our Chairman, and Karen

For the six months ended

For the six months ended

Hoo our Chairman, and Karen Liew, our Executive Director, are spouses.

In fiscal year 2020, the Company has advanced a total of RM3,014,790 (USD 722,105) to the Chairman, Victor Hoo, on interest-free basis which the total loan had been fully repaid in 2021.

In fiscal year 2021, V Capital Sdn Bhd has provided technology consultancy services to the Company that amounting to RM2,000,000 (USD 479,042).

In fiscal year 2021, the Company has been receiving advances from V Capital Sdn Bhd and Chairman, Victor Hoo, amounting to RM5,834,990 (USD 1,397,603) and RM1,428,088 (USD 342,057), respectively, to finance the Company's activities. The amounts due to V Capital Sdn Bhd and Victor Hoo are unsecured, do not bear interest and repayable on December 31, 2023.

In fiscal year 2021, the Company has acquired technology consultancy services from V Capital Sdn Bhd for RM4,227,465 (USD 1,012,567).

In fiscal year 2021, Victor Hoo our Chairman, has been appointed as the Chairman and Managing Director of Treasure Global Inc. ● In fiscal year 2021, the Company wholly owned subsidiary, V Capital Consulting Limited has received an amount of USD 2,305,140 from Treasure Global Inc as its consultation fee.

In fiscal year 2021, the Company wholly owned subsidiary, V Capital Kronos Berhad has subscribed 1,702,899 Treasure Global Inc's shares with a total amount of USD 1,550,000.00 the six months ended June 30, 2022, the Company has repaid Victor Hoo a total amount of RM1.4 million (USD318,000).

the six months ended June 30, 2022, V Capital Consulting Limited has provided business consultancy services to Treasure Global Inc. and billed Treasure Global Inc a total of RM4.1 million (USD930,000).

the six months ended June 30, 2022, V Capital Consulting Limited has provided business consultancy services to V Invesco Sdn Bhd and billed a total of RM1.3 million (USD295,000).

Description of the securities 2 changes

4 unchanged paragraphs

The Company is authorized to issue an unlimited number

number of ordinary shares of no par value each. As of March 10, 16, 2023, there were 35,100,504 ordinary shares issued and outstanding.

115 unchanged paragraphs

Shares Eligible for Future Sale 6 changes

7 unchanged paragraphs

Sales by our affiliates under Rule 144

All of our ordinary shares that will be outstanding

outstanding upon the completion of this offering, other than those shares sold in this offering, are "restricted securities" as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act. In general, beginning 90 days after the date of this prospectus, a person (or persons whose shares are aggregated) who at the time of a sale is not, and has not been during the three months preceding the sale, an affiliate of ours and has beneficially owned our restricted securities for at least six months will be entitled to sell the restricted securities without registration under the Securities Act, subject only to the availability of current public information about us, and will be entitled to sell restricted securities beneficially owned for at least one year without restriction. Persons who are our affiliates and have beneficially owned our restricted securities for at least six months may sell a number of restricted securities within any three-month period peri od that does not exceed the greater of the following:

1% of the then outstanding ordinary shares; or

the average weekly trading volume of our ordinary shares during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

by our affiliates under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about us.

2 unchanged paragraphs

Certain Material Tax Considerations 3 changes

33 unchanged paragraphs

at least 75% of its gross income for such taxable year is passive income; or at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the "asset test").

7 unchanged paragraphs

the excess distribution or gain will be allocated ratably over your holding period for the ordinary shares;

the amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and the amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

18 unchanged paragraphs

Notes to the financial statements 4 changes

257 unchanged paragraphs

revenue is recognised overtime by reference to the progress towards complete satisfaction sati sfaction of the relevant performance obligation if one of the following criteria is met:

the client simultaneously receives and consumes the benefits provided by the Company's performance as the Company performs;

the Company's performance creates or enhances an asset that the client controls as the asset is created or enhanced; or ● the Company's performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date.

393 unchanged paragraphs

ratio. The debt-to-equity ratio is calculated as total debt divided by total equity. Total debt is calculated as borrowings plus trade and other payables 2020 2021 RM RM USD Total debts - 1,210,992 290,058 Total equity 2,523,488 19,905,482 4,767,780 19,363,243 4,637,903 Debt-to-equity % - 6.08 6.25 % 6.08 6.25 % The Group is not subject to externally imposed capital requirements for the financial years ended December 31, 2020 and 2021.

63 unchanged paragraphs

Exhibits 1 change

6 unchanged paragraphs

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 March 10, 16, 2023.

11 unchanged paragraphs