As filed with the Securities and Exchange Commission on October 1, 2024
Registration No. 333-275239
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VCI GLOBAL LIMITED
(Exact Name of Registrant as Specified in its Charter)
British Virgin Islands |
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6719 |
|
Not Applicable |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification No.) |
B03-C-8 Menara 3A
KL Eco City, No. 3 Jalan Bangsar
59200 Kuala Lumpur
+603 7717 3089
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas
31st Floor, New York, NY 10036
Telephone: (212) 930-9700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to
Ross Carmel, Esq.
Jeffrey Wofford, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas
New York, NY 10018
(646) 838-1310
Approximate date of commencement
of proposed sale to the public: As soon as practicable after effectiveness of this registration statement.
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. ☒
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company |
☒ |
If an emerging growth company
that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B)
of the Securities Act. ☐
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† |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
The information in
this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to
buy these securities in any jurisdiction where such offer or sale is not permitted.
SUBJECT TO COMPLETION
DATED OCTOBER 1, 2024
PRELIMINARY PROSPECTUS
VCI Global Limited
(Incorporated in the British Virgin Islands)
Up to 276,363,636 Ordinary Shares and
Warrant to Purchase Up to 200,000,000 Ordinary
Shares
Up to 200,000,000 Ordinary Shares Upon Exercise
of the Warrant
This prospectus relates to the offering and
resale of up to 476,363,636 of our ordinary shares (the “Selling Shareholder Shares”), no par value per share (the
“Ordinary Shares”) by Alumni Capital LP (“Alumni Capital” or the “Selling Shareholder”), which
include up to (i) 276,363,636 Ordinary Shares (the “Purchase Notice Securities”) that may be issued and sold to the
Selling Shareholder pursuant to a the Purchase Agreement dated as of August 1, 2024 between us and Alumni Capital, as amended by the
Purchase Agreement Modification Agreement dated September 27, 2024 (as so amended, the “Purchase Agreement”) .and (ii)
200,000,000 Ordinary Shares (the “Warrant Shares” and together with the Purchase Notice Securities, the “Selling
Shareholder Shares”) that can be underlying the Purchase Warrant Agreement (the “Alumni Warrant”) dated as of
August 1, 2024 between us and Alumni Capital, to purchase Ordinary Shares issued to Alumni Capital as a commitment fee pursuant to
the Purchase Agreement. The Purchase Notice Securities will be sold by us to the Selling Shareholder upon the satisfaction of certain
conditions set forth in the Purchase Agreement at a discounted purchase price per share calculated pursuant to the terms of the
Purchase Agreement.
See “The Alumni Capital Transaction” for a description
of the Purchase Agreement and “Selling Shareholder” for additional information regarding Alumni Capital.
The prices at which Alumni Capital may resell
the Selling Shareholder Shares will be determined by the prevailing market price for the shares or in negotiated transactions. We are
not selling any securities under this prospectus and will not receive any of the proceeds from the sale of Selling Shareholder Shares
by the Selling Shareholder. However, we may receive proceeds from the exercise of the Alumni Warrant at variable exercise prices and up
to $30.4 million in proceeds from the sale of Ordinary Shares to the Selling Shareholder pursuant to the Purchase Agreement, once the
registration statement that includes this prospectus is declared effective. You should read this prospectus and any additional prospectus
supplement or amendment carefully before you invest in our securities.
The Selling Shareholder may sell or otherwise
dispose of the Selling Shareholder Shares described in this prospectus in a number of different ways and at varying prices. See “Plan
of Distribution” for more information about how the Selling Shareholder may sell or otherwise dispose of the Selling Shareholder
Shares being registered pursuant to this prospectus. The Selling Shareholder is an “underwriter” within the meaning of Section
2(a)(11) of the Securities Act of 1933, as amended.
The Selling Shareholder will pay all brokerage
fees and commissions and similar expenses. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred
in registering the Selling Shareholder Shares, including legal and accounting fees. See “Plan of Distribution.”
Our Ordinary Shares are listed on the Nasdaq Capital Market (“Nasdaq”)
under the symbols “VCIG.” On September 27, 2024, the last reported sale price of our Ordinary Shares on Nasdaq was $0.158
per share.
You should read this prospectus, together with additional information
described under the headings “Risk Factors” and “Where You Can Find More Information” carefully before you invest
in any of our securities.
Investing in our securities involves a high
degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 9 to read
about factors you should consider before buying our securities.
We are an “emerging growth company”
as defined under the federal securities laws and may elect to comply with reduced public company reporting requirements. Please read “Implications
of Our Being an Emerging Growth Company” beginning on page 5 of this prospectus for more information.
We are a “foreign private issuer”
as defined under the federal securities laws and, as such, are subject to reduced public company reporting requirements. Please read
“Foreign Private Issuer Status” beginning on page 6 of this prospectus for more information.
Neither the Securities and Exchange Commission
nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
You should rely only on information contained
in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither the delivery of
this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus
is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation
of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction
where the offer is not permitted. The information contained in this prospectus is accurate only as of its date regardless of the time
of delivery of this prospectus or of any sale of our subordinate voting shares.
No person is authorized in connection with
this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed
in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation
is given or made, such information or representation may not be relied upon as having been authorized by us.
For investors outside the United States:
Neither we nor the Alumni have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction
where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe
any restrictions relating to this offering and the distribution of this prospectus.
Unless otherwise indicated, information contained
in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position,
market opportunity and market share, is based on information from our own management estimates and research, as well as from industry
and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly
available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable.
Our management’s estimates have not been verified by any independent source, and we have not independently verified any third-party
information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high
degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and
other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note
Regarding Forward-Looking Statements.”
We obtained statistical data, market data and
other industry data and forecasts used in this prospectus from market research, publicly available information and industry publications.
While we believe that the statistical data, industry data and forecasts and market research are reliable, we have not independently verified
the data.
Throughout this prospectus, we refer to various
trademarks, service marks and trade names that others use in their business. All rights to such trademarks are the property of their respective
holders.
Throughout 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 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; |
| ● | 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. |
While we maintain our books and records in U.S.
dollars, the presentation currency for our financial statements and also our functional currency, as a holding company, our material assets
are our direct equity interests in our subsidiaries, and we are therefore dependent upon the results of operations of our subsidiaries,
which are denominated primarily in the Malaysian Ringgit (RM), and as such our consolidated results of operations may be affected by changes
in the local exchange rates to the U.S. dollar.
PROSPECTUS SUMMARY
This summary highlights information
contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge
you to read this entire prospectus carefully, including in particular the section entitled “Risk Factors,” in this
prospectus, Item 4, “Information on the Company”; Item 5, “Operating and Financial Review and Prospects”;
Item 6,“Directors, Senior Management and Employees”; Item 7, Major Shareholders and Related Party Transactions”;
Item 8, “Financial Information” in our Annual Report on Form 20-F for the year ended December 31, 2023, the other
sections of the documents incorporated by reference in this prospectus and the financial statements and the related notes
incorporated by reference in this prospectus, before deciding to invest in our securities.
The Selling Shareholder named in this prospectus
may resell, from time to time, in one or more offerings, the Selling Shareholder Shares. Information about the Selling Shareholder may
change over time. When the Selling Shareholder sells the Selling Shareholder Shares under this prospectus, we will, if necessary and required
by law, provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement
may also add to, update, modify or replace information contained in this prospectus. If a prospectus supplement is provided and the description
of the offering in the prospectus supplement varies from the information in this prospectus, you should rely on the information in the
prospectus supplement. You should carefully read this prospectus and the accompanying prospectus supplement, if any, along with all of
the information incorporated by reference herein, before making an investment decision.
You should rely only on the information contained
or incorporated by reference in this prospectus or any applicable prospectus supplement. We have not, and the Selling Shareholder has
not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional
information, you should not rely on it. This prospectus is not an offer to sell, nor is the Selling Shareholder seeking an offer to buy,
the Selling Shareholder Shares in any jurisdiction where the offer or sale is not permitted. No offers or sales of any of the Selling
Shareholder Shares are to be made in any jurisdiction in which such an offer or sale is not permitted. You should assume that the information
contained in this prospectus or in any applicable prospectus supplement is accurate only as of the date on the front cover thereof or
the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any applicable prospectus
supplement or any sales of the Selling Shareholder Shares offered hereby or thereby.
You should read the entire prospectus and any
prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus
or any prospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the delivery
of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances
imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus
is correct as of any date subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable.
You should assume that the information appearing in this prospectus, any prospectus supplement or any document incorporated by reference
is accurate only as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities.
Our business, financial condition, results of operations and prospects may have changed since that date.
Before purchasing any securities, you should
carefully read both this prospectus and any accompanying prospectus supplement, together with the additional information described
under the headings, “Where You can Find Additional Information” and “Incorporation of Documents by
Reference,” on pages 40 and 41, respectively, of this prospectus.
Overview
We are a multi-disciplinary consulting group with
key advisory practices in the areas of business and technology. Each of our segments and practices is staffed with consultants recognized
for their wealth of knowledge and established track records of delivering impact. With our core group of experts experienced in corporate
finance, capital markets, legal, and investor relations, we illuminate our clients’ paths to success by helping them foresee impending
challenges and identify business opportunities. We leverage our in-depth expertise to assist clients in creating values by providing profitable
business ideas, customizing bold strategic options, offering sector intelligence, and equipping clients with cost-saving solutions for
lasting growth.
Since our inception in 2013, we have been delivering
our services to companies ranging from small-medium enterprises and government-linked agencies to publicly traded conglomerates across
a broad array of industries. Our business operates solely in Malaysia, with clients predominantly from Malaysia, and some engagements
with clients from China, Singapore and the United States.
We have segregated our services in the following
segments:
Business Strategy Segment
Business Strategy Consultancy –
We focus on listing solutions, investors relations and boardroom strategies consultancy. We have established a diverse local and international
clientele, providing them our services in both local and cross-border listings. Our roles begin from pre-listing diagnosis and planning
to the finalization of the entire listing process. To better serve our clients, we extended our services line to include investor relations
consultation, where we help our clients effectively handle investors’ expectations and manage communications. Further, we also offer
services in attaining effective boardroom strategies for value creation and inclusive growth. Over the years, our consulting services
have successfully propelled our clients’ businesses to the next level with strategic options, including mergers and acquisitions,
initial public offerings, restructuring and transformation.
Our business strategy consultancy segment performs
the following functions:
| ● | Advise clients on multitrack
approaches to capital raising strategies; |
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Evaluate and assess clients’ businesses and perform IPO readiness diagnostic, including health checks on the company’s management, financial and legal structure; |
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Assemble external professionals for the IPO process and assist in building a quality management team, robust financial and corporate governance; |
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Assist in fine-tuning business plans, articulate compelling equity stories and advise on strategic options to maximize clients’ business values; |
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Manage due diligence investigations and peer industry analysis; |
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Prepare pre-IPO investment presentations materials for clients; |
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Liaise with investors for pre-IPO capital raising; |
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Design marketing strategy and promote the company’s business; |
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Assist with cross-border listing in countries including but not limited to, Malaysia, China, Singapore, and the United States. |
Our Investor Relations Services
In January 2021, our direct subsidiary V Capital
Kronos Berhad acquired Imej Jiwa, an investor and public relations consultancy firm, which will allow us to better serve companies seeking
to list and trade on public exchanges. Imej Jiwa’s highly-skilled investor relations (“IR”) professionals help companies
that are preparing for a successful IPO set up an effective IR team. To date, we are serving more than 40 public-listed Malaysian companies,
which represent more than 4% of total Malaysian publicly listed companies.1 For instance, we have been engaged by Malaysia’s
largest home improvement retailer who consummated the biggest IPO in Malaysia since 2017, and the Malaysian leading dairy producer who
consummated the second largest IPO in Malaysia since 2017 to provide IR consultancy services. Our IR team builds strategies and communicates
effectively to drive stakeholder and media engagement throughout the IPO roadshow and post-IPO process. We are equally committed to sharpen
client’s investment narratives and to deliver it to the right investors through the best channel.
Our Boardroom Strategy Services
We leverage our multiple
practices and our connections with professionals across an array of industries to complement clients’ businesses by offering a holistic
approach to achieve sustainable growth with high return on capital. Given the exponentially rising expectations from investors, unprecedented
economic disruptions, and fragmentation of traditional markets, we believe more companies need carefully planned strategies to stay ahead
of the trend and the competition through restructuring or transformation. We help our clients make the right moves by being involved in
boardroom discussions and advising them on strategic options, particularly when it comes to exploring opportunities in offshoring, partnering,
merger and acquisitions (“M&A”), deals outsourcing and initial public offerings. We have recently been engaged to consult
on boardroom strategies for one of the largest hospitality groups in Malaysia as well as company that is a pioneer in human resources
technology provider in Malaysia.
Technology Consultancy Services & Solutions
Our technology consultancy services and solutions
keep our clients ahead of major technology and industry trends, including next-generation digital transformation, software development,
blockchain solutions and the industry restructuring brought upon by the convergence of these technologies.
1 |
As of 2022, there were 991 publicly listed companies in Malaysia
(Refer: https://www.bursamalaysia.com/listing/listing_resources/ipo/listing_statistic) |
We capitalize the transformative power 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 with technology experts to provide the following services:
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Digital Development - We evaluate clients’ businesses and offer structured digitalization strategies to ensure their businesses achieve target business objectives. At times, the business digitalization journey from vision to execution can be complex. Our experts illuminate the paths for our clients by mapping their digitalization journeys in detail using deep domain expertise to define focused and effective strategic responses. We emphasize 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 pioneers allow us to deliver efficient and innovative tailored digital solutions to resolve clients’ problems. We strive to provide the best solutions to clients across sectors. |
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Fintech Solution – We offer fintech solutions, insights, and a 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 (“Accuventures”) is a dynamic and experienced information technology (IT) and financial technology (fintech) provider founded by a group of international industry professionals with years of knowledge and experience in the fintech and IT industry. With Credilab Sdn Bhd (a fully owned subsidiary of Accuventures) (“Credilab”), Accuventures is capable of offering its clients the easiest and fastest route to obtain instant cash loans. Credilab is currently operating 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 utilizing cutting-edge technology to enable easy access hassle-free to money lending services. |
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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, customizing, 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. |
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Upcoming SaaS – Moving forward, we plan to offer SaaS management software for our clients to provide automated 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. |
Recent Developments
Recent Offerings
Senior Secured Convertible Note.
On September 2, 2024, we entered the Purchase Agreement with Advance Opportunities Fund I (“AOF”) whereby AOF purchased from
us a $1,000,000 Senior Convertible Note. On September 24, 2024, AOF converted the AOF Note into 9,099,181 Ordinary Shares.
Offering with Alumni Capital LP. On
August 1, 2024, we entered into a Purchase Agreement with Alumni. Pursuant to the Purchase Agreement, the Company has the right, but not
the obligation to cause Alumni Capital to purchase up to $5 million of our Ordinary Shares (the “Commitment Amount”), no par
value, at the Purchase Price (defined below) during the period beginning on the execution date of the Purchase Agreement and ending on
the earlier of (i) the date on which Alumni Capital has purchased $5 million of our common stock shares pursuant to the Purchase Agreement
or (ii) June 30, 2025. On August 5, 2024, we filed a prospectus supplement, dated as of August 5, 2024 (the “Prospectus Supplement”)
under its registration statement on Form F-3 (File No. 333-279521), in respect of the financing with Alumni. The Purchase Agreement was
subsequently amended on September 23, 2024 to increase the Commitment Amount to $35,000,000. See “The Alumni Capital Transaction”
for a description of the Purchase Agreement and “Selling Shareholder” for additional information regarding Alumni Capital.
Registered Direct Offerings.
On July 12, 2024, we entered into a securities
purchase agreement with certain investors (the “July 12 Purchasers”), pursuant to which we agreed to issue and sell
to the July 12 Purchasers an aggregate of 4,000,000 Ordinary Shares in a registered direct offering. The Ordinary Shares were sold at
a purchase price of $0.50 per Ordinary Share. For a more detailed description of this offering, see our Report of Foreign Private Issuer
on Form 6-K filed with the SEC on July 17, 2024.
On July 15, 2024, we entered into a securities
purchase agreement with certain investors (the “July 15 Purchasers”), pursuant to which we agreed to issue and sell
to the July 15 Purchasers an aggregate of 2,700,000 Ordinary Shares in a registered direct offering. The Ordinary Shares were sold at
a purchase price of $0.37 per ordinary share. For a more detailed description of this offering, see our Report of Foreign Private Issuer
on Form 6-K filed with the SEC on July 17, 2024.
On July 25, 2024, we entered into two securities
purchase agreements with certain accredited investors (the “July 25 Purchasers”), pursuant to which we agreed to issue
and sell to the July 25 Purchasers an aggregate of 3,568,035 Ordinary Shares, no par value per share, in a registered direct offering
The Ordinary Shares were sold at a purchase price of $0.40 per Ordinary Share. For a more detailed description of this offering, see our
Report of Foreign Private Issuer on Form 6-K filed with the SEC on July 26, 2024.
Share Repurchase Program
On August 19, 2024, VCI Global Limited (the
“Company”) announced that its Board of Directors has approved a share repurchase program with authorization to purchase
up to $10 million of the Company’s outstanding ordinary share (the “Repurchase Program”). The volume and timing of
any repurchases will be subject to general market conditions, as well as the Company’s management of capital, other investment
opportunities, and other factors. The Repurchase Program does not obligate the Company to repurchase any specific number of shares,
and may be modified, suspended, or discontinued at any time at the Company’s discretion. For a more detailed description of
the Repurchase Program see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 22, 2024.
Transaction Shares
On
July 2, 2024, we issued a total of 3,465,820 ordinary shares to Cogia GmbH pursuant to an asset purchase agreement we had entered with
them on 18 March 2024. In return for the issuance of our shares to them, we had acquired the Socializer Messenger from Cogia GmbH, a
highly secure messenger platform currently serving the government of a European Union country.
Disposition
of Shares
Since
the filing of our Annual Report on Form 20-F on April 30, 2024, our Chairman and Chief Executive Officer, Victor Hoo has acquired 8,379,072
Ordinary Shares and is, as of the date of this prospectus supplement, the beneficial owner of 32,914,053Ordinary Shares.
Compensation
of Directors
In
August 2024, we issued an aggregate of 227,762 Ordinary Shares to our directors as compensation.
New
Independent Director.
Our
Board of Directors appointed Ms. Yu Ying Liew as an independent director to the Board, effective as of August 8, 2024. For a more detailed
description of this appointment, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 13, 2024.
Corporate
Information
Our
principal executive offices are located at B03-C-8 Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia, and our
registered address in BVI is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands. Our telephone
number is +6037717 3089. The address of our website is https://v-capital.co/. Information contained on, or available through,
our website does not constitute part of, and is not deemed incorporated by reference into, this prospectus. Our agent for service of
process in the United States is Sichenzia Ross Ference Carmel LLP, 1185 6th Ave 31st Fl, New York, NY 10036.
Implications
of Our Being an “Emerging Growth Company”
As
a company with less than $1.235 billion in revenue during our last completed fiscal year, we qualify as an “emerging growth company”
under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). An emerging growth company may take advantage of specified
reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth
company, we:
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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 of 2002; |
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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”); |
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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); |
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are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; |
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may present only two years of audited financial statements; and |
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are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. |
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We intend to take advantage of all of these reduced
reporting requirements and exemptions, including the longer phase-in periods for the adoption 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.
Under the JOBS Act, we may take advantage of
the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant
to a registration statement declared effective under the Securities Act, or such earlier time that we no longer meet the definition of
an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” if we have more
than $1.235 billion in annual revenue, have more than $700 million in market value of our Ordinary Shares held by non-affiliates, or
issue more than $1 billion in principal amount of non-convertible debt over a three-year period.
Foreign Private Issuer Status
We are a “foreign private issuer,”
as defined in Rule 405 under the Securities Act and Rule 3b-4I under the Exchange Act. As a result, we are not subject to the same requirements
as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and
less frequent than those of U.S. domestic reporting companies. For example:
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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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we are not required to provide certain Exchange Act reports, or as frequently, as a domestic public company; |
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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; |
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we are not required to provide the same level of disclosure on certain issues, such as executive compensation; |
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we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; |
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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 |
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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. |
THE OFFERING
This summary highlights information presented
in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider
before investing in our securities. You should carefully read this entire prospectus before investing in our securities including “Risk
Factors,” section in this prospectus starting on page 9 and under similar captions in the documents incorporated by reference
into this prospectus and our consolidated financial statements contained in our Annual Report on Form 20-F for the year ended December
31, 2023 and incorporated by reference to this prospectus.
Securities offered by the Selling Shareholder |
Up to 476,363,636 Ordinary Shares, which
include up to (i) 276,363,636 Purchase Notice Securities and (ii) 200,000,000 Warrant Shares., assuming issuance of all of the Purchase Notice Securities. |
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Terms of the Offering |
The Selling Shareholder will sell the Selling
Shareholder Shares at the prevailing market prices or privately negotiated prices. See “Plan of Distribution” on page 37
of this prospectus. |
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Selling Shareholder |
The Selling Shareholder will receive all of the proceeds from the sale of Selling Shareholder Shares for sale by it under this prospectus. We will not receive proceeds from the sale of the Selling Shareholder Shares by the Selling Shareholder. However, we may receive proceeds from the exercise of the Alumni Warrant at variable exercise prices and up to $30.4 million in proceeds from the sale of Ordinary Shares to the Selling Shareholder pursuant to the Purchase Agreement, once the registration statement that includes this prospectus is declared effective. |
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Use of Proceeds |
Any proceeds from the Selling Shareholder that we receive under the Purchase Agreement and the Alumni Warrant are expected to be used for general corporate purposes, including working capital. See “Use of Proceeds” on page 20 of this prospectus. |
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Nasdaq Capital Market symbol |
Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “VCIG”. |
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Risk Factors |
The investment of our securities involves substantial risks. See “Risk Factors” in this prospectus and other information included or incorporated by reference in this prospectus for a discussion of factors you should carefully consider before investing in our Ordinary Shares. |
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Transfer Agent and Registrar |
VStock Transfer LLC |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements
that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections
entitled “Prospectus Summary,” “Risk Factors.” Known and unknown risks, uncertainties and other factors, including
those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from
those expressed or implied by the forward-looking statements.
You can identify some of these forward-looking
statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,”
“continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations
and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial
needs. These forward-looking statements include statements relating to:
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our future business, prospects, financial condition and results of operations; |
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our status as a foreign private issuer; |
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our ability to protect the confidential information of our clients; |
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loss of our key management and employees or their work product; |
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risks inherent in operating in foreign jurisdictions; |
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any failure to comply with laws and regulations including workplace safety and other regulatory requirements; |
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Our ability to generate additional capital; |
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Our ability to defend against legal, administrative or investigative proceedings; |
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a natural disaster, global pandemic or other disruption at our operations; |
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the impact on our results of possible fluctuations in interest rates, foreign currency exchange rates, costs and taxes; |
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significant legal proceedings, claims, lawsuits or government investigations; |
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general industry, economic and business conditions; |
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The use of net proceeds from this offering; |
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our ability to maintain compliance with Nasdaq’s listing standards; and |
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any failure to maintain effective internal control over financial reporting or disclosure controls or procedures. |
These forward-looking statements are subject to
various and significant risks and uncertainties, including those which are beyond our control. Although we believe that our expectations
expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. The forward-looking
statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus.
Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated
events. You should thoroughly read this prospectus and the documents that we refer to herein with the understanding that our actual future
results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary
statements. We disclaim any obligation to update our forward-looking statements, except as required by law.
Industry Data and Forecasts
This prospectus contains certain data and information
that we obtained from various government and private publications, including industry data and information and industry statistics from
various publicly available sources. Statistical data in these publications may also include projections based on a number of assumptions.
If any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections
based on these assumptions. You should not place undue reliance on these forward-looking statements.
RISK FACTORS
Investing in our securities involves a high
degree of risk. Before deciding whether to purchase any of our securities, you should carefully consider the risks and uncertainties described
below, in the section titled “Risk Factors” in our Annual Report on Form 20-F, and in other documents that we
subsequently file with the SEC that update, supersede or supplement such information, which are incorporated by reference into this prospectus,
and in any free writing prospectus that we have authorized for use in connection with this offering. If any of these risks actually occur,
our business, financial condition and results of operations could be materially and adversely affected and we may not be able to achieve
our goals, the value of our securities could decline and you could lose some or all of your investment. Additional risks not presently
known to us or that we currently deem immaterial may also impair our business operations. If any of these risks occur, the trading price
of our Ordinary Shares could decline materially and you could lose all or part of your investment.
Risks Related to the Operation of our Business
Any future expenses incurred by our directors
and officers in connection with legal, administrative or investigative proceedings involving the Company could have a material adverse
impact on our results of operations, financial condition and liquidity, particularly since we do not currently have director and officer
insurance. Our lack of D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.
From time to time, we may be subject to legal,
administrative or investigative proceedings. Risks associated with legal liability are difficult to assess and quantify, and their existence
and magnitude can remain unknown for significant periods of time. To date we have not obtained directors and officers liability (“D&O”)
insurance to cover such risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid
to plaintiffs, fines, and expenses including attorneys’ fees) of officers and directors who are the subject of a legal, administrative
or investigative proceeding as a result of their service to the Company. While we are evaluating whether or not to obtain such insurance,
there can be no assurance that we will do so at reasonable rates or at all, or in amounts adequate to cover such expenses should such
a lawsuit occur. While neither BVI law nor our amended and restated memorandum and articles of association require us to indemnify or
advance expenses to our officers involved in such legal, administrative or investigative proceedings, we expect that we would do so to
the extent permitted by BVI law. Additionally, our amended and restated memorandum and articles of association require us to indemnify
our directors involved in such legal, administrative or investigative proceedings to the extent such director acted honestly and in good
faith with a view to the best interests of the Company and, in the case of criminal proceedings, such director had no reasonable cause
to believe that their conduct was unlawful. Without D&O insurance, the amounts we would pay to indemnify our officers and directors
should they be subject to legal, administrative or investigative proceedings based on their service to the Company could have a material
adverse effect on our financial condition, results of operations and liquidity. Further, our lack of D&O insurance may make it difficult
for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.
We will require additional capital to fund
our business and support our growth, and our inability to generate and obtain such capital on acceptable terms, or at all, could harm
our business, operating results, financial condition and prospects.
We intend to continue to make substantial investments
to fund our business and support our growth. In addition, we may require additional funds to respond to business challenges, including
the need to develop new features or enhance our solutions, improve our operating infrastructure or acquire or develop complementary businesses
and technologies.
As a result, in addition to the revenues we generate
from our business, we may need to engage in additional equity or debt financings to provide the funds required for these and other business
endeavors. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could
suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of
holders of our Ordinary Shares. Any debt financing that we may secure in the future could involve restrictive covenants relating to our
capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital
and to pursue business opportunities, including potential acquisitions. We may not be able to obtain such additional financing on terms
favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it,
our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our
business may be adversely impacted. In addition, our inability to generate or obtain the financial resources needed may require us to
delay, scale back, or eliminate some or all of our operations, which may have a significant adverse impact on our business, operating
results and financial condition.
Because we are a foreign private issuer
and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would
have if we were a domestic issuer.
Nasdaq Listing Rules require listed companies
to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to,
and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within
one year of listing. The corporate governance practice in our home country does not require a majority of our board to consist of independent
directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising
independent judgment and the level of board oversight on the management of our company may decrease as a result. In addition, Nasdaq Listing
Rules also require foreign private issuers to have a compensation committee, a nominating/corporate governance committee composed entirely
of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to
these requirements. Nasdaq Listing Rules may require shareholder approval for certain corporate matters, such as requiring that shareholders
be given the opportunity to vote on all equity compensation plans and material revisions to those plans, certain Ordinary Share issuances.
We intend to comply with the requirements of Nasdaq Listing Rules in determining whether shareholder approval is required on such matters
and to appoint a nominating and corporate governance committee. We may, however, consider following home country practice in lieu of the
requirements under Nasdaq Listing Rules with respect to certain corporate governance standards which may afford less protection to investors.
Although as a foreign private issuer we
are exempt from certain corporate governance standards applicable to US issuers, if we cannot satisfy, or continue to satisfy, the listing
requirements and other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of
our securities and your ability to sell them.
We cannot assure you that our securities will
continue to be listed on the Nasdaq Capital Market.
In addition, in order to maintain our listing
on the Nasdaq Capital Market, we are required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum
shareholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even
if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue
to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our
listing, our securities could be subject to delisting.
If the Nasdaq Capital Market subsequently delists
our securities from trading, we could face significant consequences, including:
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a limited availability for market quotations for our securities; |
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reduced liquidity with respect to our securities; |
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a determination that our Ordinary Share is a “penny stock,” which will require brokers trading in our Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Share; |
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limited amount of news and analyst coverage; and |
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a decreased ability to issue additional securities or obtain additional financing in the future. |
If we fail to maintain proper and effective
internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.
After the closing of this offering, we will be
subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act and the rules and regulations
of Nasdaq. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal
controls over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally
accepted in the U.S. We must perform system and process evaluation and testing of our internal controls over financial reporting to allow
management to report on the effectiveness of our internal controls over financial reporting in our Form 20-F filing for that year, as
required by Section 404 of the Sarbanes-Oxley Act. This will require that we incur substantial additional professional fees and internal
costs to expand our accounting and finance functions and that we expend significant management efforts.
During the evaluation and testing process of our
internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable
to assert that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses
or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over
financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are
unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting
firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose
investor confidence in the accuracy and completeness of our financial reports, the market price of our Ordinary Shares could decline,
and we could be subject to sanctions or investigations by Nasdaq, the Securities and Exchange Commission, the SEC or the Commission, or
other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement
or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.
If we are unable to maintain effective disclosure
controls and procedures, our share price and investor confidence could be materially and adversely affected.
We are required to maintain disclosure controls
and procedures that are effective. Because of their inherent limitations, the Company’s disclosure controls and procedures, however
well designed and operated, can only provide reasonable, and not absolute, assurance that the controls and procedures will prevent or
detect misstatements or omissions. Because of these and other inherent limitations of control systems, there is only the reasonable assurance
that our controls will succeed in achieving their goals under all potential future conditions. The failure of controls by design deficiencies
or absence of adequate controls could result in a material adverse effect on our business and financial results, which could also negatively
impact our stock price and investor confidence.
We will continue to incur significant increased
costs as a result of operating as a public company in the United States, and our management will be required to devote substantial time
to new compliance initiatives.
As a public company in the United States, we
will continue to incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we
will be subject to the reporting requirements of the Exchange Act, and will be required to comply with the applicable requirements
of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations subsequently implemented by the SEC and Nasdaq
including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance
practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make
some activities more time consuming and costly. The Exchange Act requires, among other things, that we file annual and reports of
foreign private issuer with respect to our business and results of operations. We expect to incur significant expenses and devote
substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, which will increase when we are no longer an “emerging growth company,” as defined by the JOBS Act.
We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting
knowledge. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the
timing of such costs. As a result, management’s attention may be diverted from other business concerns, which could adversely
affect our business and results of operations.
Risks Related to our Intellectual Property
We may be subject to damages resulting from
claims that we or our employees have wrongfully used or disclosed alleged trade secrets of their former employers.
Our employees may have been previously employed
at other companies in the industry, including our competitors or potential competitors. Although we are not aware of any claims currently
pending against us, we may be subject to claims that these employees or we have inadvertently or otherwise used or disclosed trade secrets
or other proprietary information of the former employers of our employees. Litigation may be necessary to defend against these claims.
Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.
If we fail in defending such claims, in addition to paying money claims, we may lose valuable intellectual property rights or personnel.
A loss of key personnel or their work product could hamper or prevent our ability to commercialize product(s), which would materially
adversely affect our commercial development efforts.
If we are not able to adequately prevent
disclosure of trade secrets and other proprietary information, the value of our services could be significantly diminished.
We rely on trade secret protection and
confidentiality agreements to protect our interests in our trade secrets, know-how, technology or other proprietary information and
processes, all of which constitute confidential information. Trade secrets and know-how can be difficult to protect and we may not
be able to protect our confidential information adequately. We have a policy of requiring our clients, contract personnel, advisers
and third-party partners to enter into confidentiality agreements and our employees to enter into invention and non-disclosure
agreements. However, no assurance can be given that we have entered into appropriate agreements with all of our clients, contract
personnel, advisers, third-party partners or other parties that have had access to our confidential information. There is also no
assurance that such agreements will provide for a meaningful protection of confidential information in the event of any unauthorized
use or disclosure of information. Furthermore, we cannot provide assurance that any of our employees, clients, contract personnel or
third-party partners, either accidentally or through willful or intentional misconduct, will not cause serious damage to our
programs and/or strategy, by, for example, disclosing confidential information to our competitors. It is also possible that
confidential information could be obtained by third parties as a result of breaches of our physical or electronic security systems,
our consultants, advisers, third-party partners or other parties that have had access to our confidential information. Any
disclosure of confidential information into the public domain or to third parties could allow our competitors to learn such
confidential information and use it in competition against us. In addition, others may independently discover our confidential
information. Any action to enforce our rights against any misappropriation or unauthorized access, use and/or disclosure of
confidential information is likely to be time-consuming and expensive, and may ultimately be unsuccessful, or may result in a remedy
that is not commercially valuable. In addition, some courts inside and outside the United States are less willing or unwilling to
protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other
third party, we would have no right to prevent them from using that technology or information to compete with us. Any of the above
events could materially adversely affect our business, prospects, financial condition and results of operation.
If we are found to infringe or violate the
intellectual property rights of third parties, we could be forced to pay damages and defend against litigation.
If our methods and, processes infringe the proprietary
rights of other parties, it could incur substantial costs and we may have to obtain licenses, which may not be available on commercially
reasonable terms, if at all; pay damages; and/or defend litigation or administrative proceedings which may be costly whether we win or
lose, and which could result in a substantial diversion of our financial and management resources.
Where claims are made by clients, resistance even
to unmeritorious claims could damage client relationships. There can be no assurance that licenses will be available on acceptable terms
and conditions, if at all. Furthermore, because of the potential for high court awards that are not necessarily predictable, and the resources
required to engage in a full defense of such allegations, it is not unusual to find even arguably unmeritorious claims settled for significant
amounts. If any infringement or other intellectual property claim made against us by any third party is successful, or if we fail to develop
non-infringing technology or license the proprietary rights on commercially reasonable terms and conditions, our business could be materially
and adversely affected.
Risks Related to the Ownership of Our Securities
The trading price
of our Ordinary Shares has been, and is likely to continue to be, volatile, which could result in substantial losses to our investors.
From the closing of our initial public offering on April 17, 2023 to the
date of this prospectus, the closing price of our Ordinary Shares has ranged from $0.1230 to $17.01 per Ordinary Share. The trading price
of our Ordinary Shares is likely to continue to be volatile and could fluctuate widely due to factors beyond our control. Some of
the factors that may cause the market price for our Ordinary Shares to fluctuate include:
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Actual or anticipated fluctuations in our key operating metrics, financial condition and operating results; |
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Actual or anticipated changes in our growth rate; |
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Announcements by us or our competitors of significant services, contracts, acquisitions or strategic alliances; |
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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; |
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Changes in estimates of our financial results or recommendations by securities analysts; |
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Changes in market valuations of similar companies; |
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Changes in our capital structure, such as future issuances of securities or the incurrence of debt; |
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Regulatory developments in BVI, Malaysia, the United States or other countries; |
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Actual or threatened litigation involving us or our industry; |
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Additions or departures of key personnel; |
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A change in control of the Company; |
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Share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; |
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Further issuances of Ordinary Shares by us; |
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Sales of Ordinary Shares by our shareholders; |
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Repurchases of Ordinary Shares; |
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Changes in general economic, industry and market conditions; |
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There is no public market for the Warrants or the Pre-Funded Warrants being offered in this offering; and |
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Holders of our Warrants and Pre-Funded Warrants will have no rights as holders of Ordinary Shares until such warrants are exercised. |
Any of these factors
may result in large and sudden changes in the volume and price at which our Ordinary Shares will trade.
You may not be able to resell your Ordinary
Shares purchased in this offering at or above the public offering price you paid for your Ordinary Shares.
The factors described in the preceding risk factor
may cause the market price and demand for our Ordinary Shares to fluctuate substantially, which may limit or prevent investors from readily
selling their Ordinary Shares and may otherwise negatively affect the liquidity of our Ordinary Shares. If the market price of our Ordinary
Shares after this offering does not exceed the price you paid, you may not realize any return on your investment in us and may lose some
or all of your investment. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have often
instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit
against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management
from our business.
The price of our Ordinary Shares may rapidly
fluctuate or may decline regardless of our operating performance, resulting in substantial losses for investors.
The trading price of our Ordinary Shares may be
subject to instances of extreme stock price run-ups followed by rapid price declines and stock price volatility unrelated to both our
actual and expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess
the rapidly changing value of our stock. Further, the trading price of our Ordinary Shares is likely to be highly volatile and could be
subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume, actual
or anticipated fluctuations in our results of operations; the financial projections we may provide to the public, any changes in these
projections or our failure to meet these projections; failure of securities analysts to initiate or maintain coverage of our Company,
changes in financial estimates or ratings by any securities analysts who follow our Company or our failure to meet these estimates or
the expectations of investors; announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships,
joint ventures, operating results or capital commitments; changes in operating performance and stock market valuations of other companies
in our industry; price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
changes in our Board or management; sales of large blocks of our Ordinary Shares, including sales by our executive officers, directors
and significant stockholders; lawsuits threatened or filed against us; changes in laws or regulations applicable to our business; the
expiration of lock-up agreements; changes in our capital structure, such as future issuances of debt or equity securities; short sales,
hedging and other derivative transactions involving our capital stock; general economic and geopolitical conditions, including the current
or anticipated impact of military conflict and related sanctions imposed on Russia by the United States and other countries due to Russia’s
recent invasion of Ukraine.
As a company incorporated
in the British Virgin Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that
differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than
they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
As a company incorporated
in the BVI that is 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. 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.
If we were deemed to be an investment company
under the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated
and could have a material adverse effect on our business and the price of our Ordinary Shares.
An entity will generally be deemed an “investment
company” under Section 3(a)(1) of the Investment Company Act of 1940, as amended (the “1940 Act”) if: (a) it is or holds
itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities,
or (b) absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value
of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We believe that we are engaged
primarily in the business of providing business and technology consulting services and not in the business of investing, reinvesting or
trading in securities. We hold ourselves out as a business consulting firm and do not propose to engage primarily in the business of investing,
reinvesting or trading in securities nor do we own or propose to acquire investment securities having a value exceeding 40% of the value
of our total assets (exclusive of U.S. government securities and cash items) on a consolidated or unconsolidated basis. In that respect,
we do not believe that we fall within the definition of an ‘investment company’’ under the 1940 Act because substantially
all of our revenue has come from consulting fees and other factors such as the history of the Company, how the Company has represented
itself in the marketplace and the lack of investing expertise by almost all of senior management.
The 1940 Act and the rules thereunder contain
detailed parameters for the organization and operation of investment companies. Among other things, the 1940 Act and the rules thereunder
limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the
issuance of options and impose certain governance requirements. We intend to conduct our operations so that we will not be deemed an investment
company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital
structure and our ability to transact business with affiliates, could make it impractical for us to continue our business as currently
conducted and would have a material adverse effect on our business, financial condition, results of operations and the price of our Ordinary
Shares. In addition, we may be required to limit the amount of investments that we make as a principal or otherwise conduct our business
in a manner that does not subject us to the registration and other requirements on the 1940 Act.
Our Memorandum and Articles of Association
contains anti-takeover provisions which may discourage a third-party from acquiring us and adversely affect the rights of holders
of our Ordinary Shares.
Our Memorandum and Articles of Association contains
certain provisions that could limit the ability of others to acquire control of our company, including provisions that:
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institute a staggered board of directors and restrictions on our shareholders to fill a vacancy on the board of directors; |
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impose advance notice requirements for shareholder proposals and meetings; and |
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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. |
These anti-takeover defenses 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.
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.
The trading market for our Ordinary Shares depends
in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts
who cover us downgrades our Ordinary Shares or publishes inaccurate or unfavorable research about our business, the price of our Ordinary
Shares would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly,
demand for our Ordinary Shares could decrease, which might cause the price of our Ordinary Shares and trading volume to decline.
If a substantial number of shares become
available for sale and are sold in a short period of time, the market price of our Ordinary Shares could decline.
If our existing stockholders sell substantial
amounts of our Ordinary Shares in the public market following this offering and the expiration of the lock-up agreements, the market price
of our Ordinary Shares could decrease significantly. The perception in the public market that our existing stockholders might sell Ordinary
Shares could also depress our market price. Upon whole or part exercise of the Warrants, we could significantly increase our outstanding
Ordinary Shares.
In addition, the holders of Ordinary Shares will
have the right, subject to certain exceptions and conditions, to require us to register their Ordinary Shares under the Securities Act,
and they will have the right to participate in future registrations of securities by us. Registration of any of these outstanding Ordinary
Shares would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement.
A decline in the price of shares of our Ordinary Shares might impede our ability to raise capital through the issuance of additional shares
of our Ordinary Shares or other equity securities.
We currently report our financial results
under IFRS, which differs in certain significant respects from U.S. GAAP.
Currently, we report our financial statements
under IFRS. There have been and there may in the future be certain significant differences between IFRS and U.S. GAAP, including differences
related to revenue recognition, share-based compensation expense, income tax and earnings per share. As a result, our financial information
and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S.
GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law.
As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial
statements under U.S. GAAP.
We are an emerging growth company within
the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth
companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with
other public companies.
We are an “emerging growth
company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may
deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that
status earlier, if the market value of our Ordinary Shares held by non-affiliates exceeds $700 million, if we have more than $1.235
billion in annual revenue, or we issue more than $1.0 billion of non-convertible debt over a three-year period before the end of
that period, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict
whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our
securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than
they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may
be more volatile.
Further, Section 102(b)(1) of the JOBS Act
exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when
a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has
opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards
used.
We may be or become a passive foreign investment
company, which could result in adverse U.S. federal income tax consequences to U.S. Holders.
The rules governing passive foreign investment
companies (“PFICs”) can have adverse effects for U.S. federal income tax purposes. The tests for determining PFIC status for
a taxable year depend upon the relative values of certain categories of assets and the relative amounts of certain kinds of income. The
determination of whether we are a PFIC, which must be made annually after the close of each taxable year, depends on the particular facts
and circumstances (such as the valuation of our assets, including goodwill and other intangible assets) and may also be affected by the
application of the PFIC rules, which are subject to differing interpretations. The fair market value of our assets is expected to relate,
in part, to (a) the market price of our ordinary shares and (b) the composition of our income and assets, which will be affected by how,
and how quickly, we spend any cash that is raised in any financing transaction. Moreover, our ability to earn specific types of income
that we currently treat as non-passive for purposes of the PFIC rules is uncertain with respect to future years. Because the value of
our assets for purposes of determining PFIC status will depend in part on the market price of our ordinary shares, which may fluctuate
significantly. We do not expect to be a PFIC for our current taxable year or in the foreseeable future. However, there can be no assurance
that we will not be considered a PFIC for any taxable year.
If we are a PFIC, a U.S. Holder (defined
below) would be subject to adverse U.S. federal income tax consequences, such as ineligibility for any preferred tax rates on
capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting
requirements under U.S. federal income tax laws and regulations. A U.S. Holder may in certain circumstances mitigate adverse tax
consequences of the PFIC rules by filing an election to treat the PFIC as a qualified electing fund (“QEF”) or, if
shares of the PFIC are “marketable stock” for purposes of the PFIC rules, by making a mark-to-market election with
respect to the shares of the PFIC. We do not intend to comply with the reporting requirements necessary to permit U.S. Holders to
elect to treat us as a QEF. If a U.S. Holder makes a mark-to-market election with respect to its ordinary shares, the U.S. Holder is
in its U.S. federal taxable income an amount reflecting any year end increase in the value of its ordinary shares. For purposes of
this discussion, a “U.S. Holder” is a beneficial owner of ordinary shares that is for U.S. federal income tax purposes:
(i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation
for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the
District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
(iv) a trust (a) if a court within the U.S. can exercise primary supervision over its administration, and one or more U.S. persons
have the authority to control all of the substantial decisions of that trust, or (b) that was in existence on August 20, 1996, and
validly elected under applicable Treasury Regulations to continue to be treated as a domestic trust.
Investors should consult their own tax advisors
regarding all aspects of the application of the PFIC rules to the ordinary shares.
We may not be able to pay any dividends
on our Ordinary Shares in the future due to BVI law.
On June 6, 2023, the Company announced that it
had declared a first single tier interim dividend of $0.01 per Ordinary Share. The dividend was paid out on July 31, 2023, to shareholders
of record on July 3, 2023 in the amount of $104,557.28. The Company also announced that dividends will be paid to shareholders on a regular
basis at the end of each financial year, irrespective of any interim dividends, which may be declared intermittently. However, the Company’s
Board of Directors shall have the sole discretion on the annual amount of dividend to be paid to the shareholders and under BVI law, we
may only pay dividends to our shareholders if the value of our assets exceeds our liabilities and we are able to pay our debts as they
become due. Future dividends, if any, will be at the discretion of our Board of Directors, and will depend upon our results of operations,
cash flows, financial condition, payment to us of cash dividends by our subsidiaries, capital needs, future prospects and other factors
that our directors may deem appropriate.
We may lose our foreign private issuer status
in the future, which could result in significant additional costs and expenses.
As discussed above, we are a foreign private issuer,
and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act.
In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by
U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional
requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required
to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive
than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and
our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of
Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements
under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant
additional legal, accounting and other expenses that we will not incur as a foreign private issuer.
A possible “short squeeze” due
to a sudden increase in demand of our Ordinary Shares that largely exceeds supply may lead to price volatility in our Ordinary Shares.
Investors may purchase our Ordinary Shares to
hedge existing exposure in our Ordinary Shares or to speculate on the price of our Ordinary Shares. Speculation on the price of our Ordinary
Shares may involve long and short exposures. To the extent aggregate short exposure exceeds the number of our Ordinary Shares available
for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our Ordinary Shares for delivery
to lenders of our Ordinary Shares. Those repurchases may in turn, dramatically increase the price of our Ordinary Shares until investors
with short exposure are able to purchase additional Ordinary Shares to cover their short position. This is often referred to as a “short
squeeze.” A short squeeze could lead to volatile price movements in our Ordinary Shares that are not directly correlated to the
performance or prospects of our Ordinary Shares and once investors purchase the Ordinary Shares necessary to cover their short position
the price of our Ordinary Shares may decline.
THE ALUMNI CAPITAL TRANSACTION
On August 1, 2024, we entered into the Purchase
Agreement with Alumni Capital Pursuant to the Purchase Agreement, we may sell to Alumni Capital up to $35,000,000 of Ordinary Shares from
time to time during the term of the Purchase Agreement. Pursuant to the Purchase Agreement, we also agreed to file a registration statement
with the SEC, covering the resale of Selling Shareholder Shares issued or sold to Alumni Capital under the Purchase Agreement under the
Securities Act (the “Registration Statement”). We previously registered $4.6 million of our Ordinary Shares that may be sold
to Alumni Capital pursuant to the Purchase Agreement pursuant to our Registration Statement on Form F-3 (No. 333-279521). This prospectus
relates to the remaining $30.4 million of our Ordinary Shares that may be purchased from time to time by Alumni Capital pursuant to the
Purchase Agreement.
In connection with the execution of the Purchase
Agreement, we have issued the Alumni Warrant to Alumni Capital as a commitment fee. The Alumni Warrant provides Alumni Capital with the
right to purchase at any time until August 1, 2027, up to a number of Ordinary Shares equal to (i) 20% of the Commitment Amount less the
aggregate Exercise Values of all previous partial exercises of the Alumni Warrant, divided by (ii) the Exercise Price on the date of exercise.
“Exercise Value” means with respect
to any exercise of the Alumni Warrant, the number of Ordinary Shares received upon such exercise multiplied by the Exercise Price applicable
to such exercise.
“Exercise Price” means with respect
to any exercise of the Alumni Warrant, $15,000,000 divided by the number of outstanding Ordinary Shares on the date of such exercise.
We may, from time to time and at our sole discretion,
direct Alumni Capital to purchase the Purchase Notice Securities upon the satisfaction of certain conditions set forth in the Purchase Agreement
at a purchase price per share based on the market price of our Ordinary Shares at the time of sale as computed under the Purchase Agreement.
Alumni Capital may not assign its rights and obligations under the Purchase Agreement.
The Purchase Agreement prohibits us from directing
Alumni Capital to purchase any Purchase Notice Securities if those shares, when aggregated with all other ordinary shares then beneficially owned
by Alumni Capital, would result in Alumni Capital and its affiliates owning in excess of 4.99%, of our then issued and outstanding Ordinary
Shares (the “Beneficial Ownership Limitation”).
Purchase of Offered Shares Under the Purchase
Agreement
Commencing on the date that the Commitment Warrants
are delivered and ending at the end of the Commitment Period we may, from time to time direct Alumni Capital to purchase such number of
Ordinary Shares set forth on a written notice from us (the “Purchase Notice”) at a price equal to the Purchase Price, provided,
however, that the amount of Purchase Notice Securities cannot exceed $1,000,000 or the Beneficial Ownership Limitation. We will deliver the Purchase
Notice Securities concurrently with the delivery of a Purchase Notice, which will be deemed delivered on the same business day if Alumni Capital
receives the Purchase Notice Securities and the Purchase Notice by 8:00 a.m., New York time, or on the next business day if Alumni Capital receives
the Purchase Notice Securities and the Purchase Notice after 8:00 a.m., New York time. Within five Business Days after the Purchase Notice Date,
Alumni Capital shall pay to the Company an amount equal to the Purchase Notice Securities multiplied by the Purchase Price (the “Closing
Date”).
“Purchase Price” means with respect
to any Closing Date, the lowest traded price for the ordinary shares for the five (5) consecutive Business Days immediately prior to such
Closing Date multiplied by 85%.
Effect of Performance of the Purchase Agreement
on our Shareholders
The sale by Alumni Capital of a significant
number of Selling Shareholder Shares at any given time could cause the market price of our Ordinary Shares to decline and to be
highly volatile. Sales of our Ordinary Shares to Alumni Capital, if any, will depend upon market conditions and other factors to be
determined by us, in our sole discretion. We may ultimately decide to sell to Alumni Capital all, some or none of the Purchase
Notice Securities that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell the Purchase
Notice Securities to Alumni Capital, Alumni Capital may resell all, some or none of those shares at any time or from time to time in
its discretion. Therefore, sales to Alumni Capital by us under the Purchase Agreement may result in substantial dilution to the
interests of our other shareholders. In addition, if we sell a substantial number of the Purchase Notice Securities to Alumni Capital under the
Purchase Agreement, or if investors expect that we will do so, the actual sales of Purchase Notice Securities or the mere existence of our
arrangement with Alumni Capital may make it more difficult for us to sell equity or equity-related securities in the future at a
time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount
of any sales of the Purchase Notice Securities to Alumni Capital.
Pursuant to the terms of the Purchase Agreement,
we have the right, but not the obligation, to direct Alumni Capital to purchase up to $35,000,000 in Ordinary Shares, which is exclusive
of the Alumni Warrants issued to Alumni Capital as consideration for its commitment to purchase Ordinary Shares under the Purchase Agreement.
The Purchase Agreement generally prohibits us from issuing or selling to Alumni Capital under the Purchase Agreement any Ordinary Shares
that, when aggregated with all other Common Shares then beneficially owned by Alumni Capital and its affiliates, would exceed the Beneficial
Ownership Limitation. Currently, we have issued and sold 36,875,747 Ordinary Shares to Alumni Capital for $4,584,363.21 under the Purchase
Agreement. Alumni Capital has not exercised any portion of the Alumni Warrant.
Capitalized terms that are not defined herein may have meanings assigned
to them in the Purchase Agreement.
USE OF PROCEEDS
This prospectus relates to the Selling Shareholder
Shares that may be offered and sold from time to time by Alumni Capital. We will not receive any proceeds from the resale of the Selling
Shareholder Shares by Alumni Capital.
We may receive proceeds from the exercise of the
Alumni Warrant at variable exercise prices and up to $30.4 million in proceeds from the sale of Ordinary Shares to the Selling Shareholder
pursuant to the Purchase Agreement.
We intend to use the proceeds from sales under
the Purchase Agreement or exercises of the Alumni Warrant, if any, for general corporate purposes, which may include working capital,
expenses related to research, clinical development and commercial efforts, and general and administrative expenses. We currently have
no binding agreements or commitments to complete any transaction for the possible acquisition of new therapeutic candidates, though we
are currently, and likely to continue, exploring possible acquisition candidates.
DIVIDEND POLICY
On June 6, 2023, we declared a first single tier
interim dividend of $0.01 per Ordinary Share. The dividend was paid out on July 31, 2023, to the shareholders whose names are on the record
at the close of business on July 3, 2023. On July 31, 2023, we paid out dividends in the amount of $104,557.28 to our shareholders.
Dividends will be paid to shareholders on a regular
basis at the end of each financial year, irrespective of any interim dividends, which may be declared intermittently. Our Board of Directors
shall have the sole discretion on the annual amount of dividend to be paid to the shareholders.
Any future determination relating to our dividend
policy will be made at the discretion of our Board and will depend on then existing conditions. Under BVI law, the directors of the company
can approve a distribution at any time and of such amount as they think fit, provided that the resolution of directors authorizing the
distribution must include a Solvency Statement that, in the opinion of the directors, the company will, immediately after the distribution,
satisfy the solvency test set out in the BVI Business Companies Act, 2004, being that:
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the value of the company’s assets exceeds its liabilities; and |
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the company is able to pay its debts as they fall due. |
DESCRIPTION OF SECURITIES
We are a British Virgin Islands company limited
by shares and our affairs are governed by our memorandum and articles of association and the BVI Act (each as amended, amended and restated
or modified from time to time).
In respect of all of our Ordinary Shares we have
power insofar as is permitted by law to redeem or purchase any of our shares and to increase or reduce the number of shares we are authorized
to issue subject to the provisions of the BVI Act, and post-offering amended and restated memorandum and articles of association and to
issue any of our shares, whether original, redeemed or increased with or without any preference, priority or special privilege or subject
to any postponement of rights or to any conditions or restrictions, subject to the provisions of our post-offering amended and restated
memorandum and articles of association from time to time in force.
The Company is authorized to issue an unlimited
number of Ordinary Shares of no par value each. As of January 8, 2024, there were 38,027,579 Ordinary Shares issued and outstanding.
All options, regardless of grant dates, will entitle
holders to an equivalent number of Ordinary Shares once the vesting and exercising conditions are met. The following are summaries of
material provisions of our post-offering amended and restated memorandum and articles of association and the BVI Act insofar as they relate
to the material terms of Ordinary Shares that we expect will become effective upon the closing of this offering.
Ordinary Shares
General. We are authorized to issue
an unlimited amount of Ordinary Shares, with no par value. Holders of Ordinary Shares have the same rights. All of our outstanding Ordinary
Shares are fully paid and non-assessable. To the extent they are issued, certificates representing the Ordinary Shares are issued in registered
form.
Dividends. The holders of our
Ordinary Shares are entitled to such dividends as may be declared by our board of directors. Our post-offering amended and restated articles
of association provide that dividends may be declared and paid at such time, and in such an amount, as the directors determine subject
to their being satisfied that the Company will meet the statutory solvency test immediately after the dividend. Holders of Ordinary Shares
will be entitled to the same amount of dividends, if declared.
Voting Rights. In respect of
all matters subject to a shareholders’ vote, each Ordinary Share is entitled to one vote for each Ordinary Share registered in his
or her name on our register of members. Holders of Ordinary Shares shall at all times vote together on all resolutions submitted to a
vote of the members. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the
chairman of such meeting or any one shareholder.
A quorum required for a meeting of shareholders
consists of two or more shareholders who hold at least one-half of all voting power of our shares in issue at the date of the meeting
present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. Shareholders’
meetings may be held annually.
Transfer of Ordinary Shares. Under
the BVI Act the transfer of a registered share which is not listed on a recognized exchange is by a written instrument of transfer signed
by the transferor and containing the name of the transferee. However, the instrument must also be signed by the transferee if registration
would impose a liability on the transferee to the Company. The instrument of transfer must be sent to the Company for registration. Subject
to the Company’s post-offering amended and restated memorandum and articles of association the Company shall on receipt of an instrument
of transfer enter the name of the transferee of the share in the register of members unless the directors resolve to refuse or delay registration
of the transfer for reasons that should be specified in a resolution of directors. The transfer of a registered share is effective when
the name of the transferee is entered in the register of members.
The entry of the name of a person in the Company’s
register of members is prima facie evidence that legal title in the share vests in that person.
The procedure is different for the transfer of
shares that are listed on a recognized exchange. Such shares may be transferred without the need for a written instrument of transfer
if the transfer is carried out in accordance with the laws, rules, procedures and other requirements applicable to shares listed on the
recognized exchange and subject to the Company’s amended and restated memorandum and articles of association.
The registration of transfers may, after compliance
with any notice required of Nasdaq, be suspended and the register closed at such times and for such periods as our board of directors
may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed
for more than 30 days in any year as our board may determine.
Liquidation. On a liquidation,
on winding up or other return of assets of the Company to shareholders (other than on conversion, redemption or purchase of Ordinary Shares),
assets available for distribution among the holders of Ordinary Shares shall be distributed among the holders of the Ordinary Shares on
a pro rata basis. Any distribution of assets of the Company to holders of an Ordinary Share will be the same in any liquidation event
(howsoever described).
Calls on Ordinary Shares and Forfeiture
of Ordinary Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their
Ordinary Shares in a notice served to such shareholders at least 14 clear days prior to the specified time of payment. The Ordinary Shares
that have been called upon and remain unpaid are subject to forfeiture.
Redemption of Ordinary Shares. The
BVI Act and our amended and restated articles of association permit us to purchase our own shares with the prior written consent of the
relevant shareholders, a resolution of directors and in accordance with applicable law.
Variation of Rights of Shares. All
or any of the rights attached to any class of shares may, subject to the provisions of the BVI Act, be varied without the consent of the
holders of the issued shares of that class where such variation is considered by the board of directors not to have a material adverse
effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of a majority of
the issued shares of that class, or with the sanction of a resolution passed by a simple majority of the votes cast at a separate meeting
of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued shall not, unless
otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further
shares ranking pari passu with such existing class of shares.
Inspection of Books and Records.
A member of the Company is entitled, on giving
written notice to the Company, to inspect (a) the memorandum and articles of association of the Company; (b) the register of members;
(c) the register of directors; and (d) the minutes of meetings and resolutions of members and of those classes of members of which he
is a member; and to make copies of or take extracts from the documents and records. Subject to our amended and restated memorandum and
articles of association, the directors may, if they are satisfied that it would be contrary to the Company’s interests to allow
a member to inspect any document, or part of a document, specified in (b), (c) and (d) above, refuse to permit the member to inspect the
document or limit the inspection of the document, including limiting the making of copies or the taking of extracts from the records.
Where a company fails or refuses to permit a member
to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the BVI High Court for
an order that he should be permitted to inspect the document or to inspect the document without limitation.
A company is required to keep at the office of
its registered agent: its memorandum and articles of association of the company; the register of members or a copy of the register of
members; the register of directors or a copy of the register of directors; and copies of all notices and other documents filed by the
company in the previous ten years.
Issuance of Additional
Shares. Our post-offering amended and restated memorandum of association authorizes our board of directors to issue additional
Ordinary Shares from time to time as our board of directors shall determine.
Register of Members
Under the BVI Act we
must keep a register of members and there should be entered therein:
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the names and addresses of our members, a statement of the number and class of shares held by each member; |
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the date on which the name of any person was entered on the register as a member; and |
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the date on which any person ceased to be a member. |
Under the BVI Act, the
register of members of our Company is prima facie evidence of the matters set out therein (that is, the register of members will raise
a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members is deemed as
a matter of the BVI Act to have legal title to the shares as set against its name in the register of members. Upon completion of this
offering, we will perform the procedure necessary to update the register of members to record and give effect to the issuance of shares
by us to the Depositary (or its nominee) as the depositary. Once our register of members has been updated, the shareholders recorded
in the register of members will be deemed to have legal title to the shares set against their name.
If the name of any person
is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay in entering on the
register the fact of any person having ceased to be a member of our Company, the person or member aggrieved (or any member of our
Company or our Company itself) may apply to the High Court of the British Virgin Islands for an order that the register be rectified,
and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification
of the register.
Differences in Corporate
Law
The BVI Act differs from
laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between
the provisions of the BVI Act applicable to us and the laws applicable to companies incorporated in the State of Delaware.
Mergers and Similar
Arrangements. Under the BVI Act two or more companies, each a “constituent company”, may merge or consolidate.
A merger involves the merging of two or more companies into one of the constituent companies (to the merger) with one constituent company
continuing in existence to become the surviving company post-merger. A consolidation involves two or more companies consolidating into
a new company.
A merger is effective
on the date that the articles of merger (as described below) are registered by the Registrar of Corporate Affairs in the BVI, or on such
later date, not exceeding 30 days from the date of registration as is stated in the articles of merger.
The BVI Act provides
that any member of the Company is entitled to payment of the fair value of his shares upon dissenting from a merger, unless the Company
is the surviving company of the merger and the member continues to hold the same or similar shares. The following is a summary of the
position under the BVI Act.
A dissenter is in
most circumstances required to give to the Company written objection to the merger, which must include a statement that the
dissenter proposes to demand payment for his shares if the merger takes place. This written objection must be given before the
meeting of members at which the merger is submitted to a vote, or at the meeting but before the vote. However, no objection is
required from a member to whom the Company did not give notice of the meeting of members or where the proposed merger is authorized
by written consent of the members without a meeting.
Within 20 days immediately
following the written consent, or the meeting at which the merger was approved, the Company shall give written notice of the consent or
resolution to each member who gave written objection or from whom written objection was not required, except those members who voted for,
or consented in writing to, the proposed merger.
A member to whom the
Company was required to give notice who elects to dissent shall, within 20 days immediately following the date on which the copy of the
plan of merger or an outline of the merger is given to him, give to the Company a written notice of his decision to elect to dissent,
stating:
|
(a) |
his name and address; |
|
(b) |
the number and classes of shares in respect of which he dissents (which must be all shares that he holds in the Company); and |
|
(c) |
include a demand for payment of the fair value of his shares. |
Upon the giving of a
notice of election to dissent, the dissenter ceases to have any of the rights of a member except the right to be paid the fair value of
his shares, and the right to institute proceedings to obtain relief on the ground that the action is illegal.
The Company shall make
a written offer to each dissenter to purchase his shares at a specified price that the Company determines to be their fair value. Such
offer must be given within 7 days immediately following the date of the expiration of the period within which members may give their notices
of election to dissent, or within 7 days immediately following the date on which the merger is put into effect, whichever is later.
If the Company and the
dissenter fail, within 30 days immediately following the date on which the offer is made, to agree on the price to be paid for the shares
owned by the dissenter, then within 20 days:
|
(a) |
the Company and the dissenter shall each designate an appraiser; |
|
(b) |
the two designated appraisers together shall designate an appraiser; |
|
(c) |
the three appraisers shall fix the fair value of the shares owned by the dissenter as of the close of business on the day prior to the date of the meeting or the date on which the resolution was passed, excluding any appreciation or depreciation directly or indirectly induced by the action or its proposal, and that value is binding on the Company and the dissenter for all purposes; and |
|
(d) |
the Company shall pay to the dissenter the amount in money upon the surrender by him of the certificates representing his shares, and such shares shall be cancelled. |
Shareholders’
Suits.
Under the provisions
of the BVI Act, the memorandum and articles of association of a company are binding as between the company and its members and between
the members. In general, members are bound by the decision of the majority or special majorities as set out in the memorandum and articles
of association or in the BVI Act. As for voting, the usual rule is that with respect to normal commercial matters members may act from
self-interest when exercising the right to vote attached to their shares.
If the majority
members have infringed a minority member’s rights, the minority may seek to enforce its rights either by derivative action or
by personal action. A derivative action concerns the infringement of the company’s rights where the wrongdoers are in control
of the company and are preventing it from taking action, whereas a personal action concerns the infringement of a right that is
personal to the particular member concerned.
The BVI Act provides
for a series of remedies available to members. Where a company incorporated under the BVI Act conducts some activity which breaches the
BVI Act or the company’s memorandum and articles of association, the BVI High Court can issue a restraining or compliance order.
Members can now also bring derivative, personal and representative actions under certain circumstances.
The traditional English
basis for members’ remedies have also been incorporated into the BVI Act: where a member of a company considers that the affairs
of the company have been, are being or are likely to be conducted in a manner likely to be oppressive, unfairly discriminating or unfairly
prejudicial to him, he may apply to the BVI High Court for an order on such conduct.
Any member of a company
may apply to the BVI High Court for the appointment of a liquidator for the company and the Court may appoint a liquidator for the company
if it is of the opinion that it is just and equitable to do so.
The BVI Act provides
that any member of a company is entitled to payment of the fair value of his shares upon dissenting from any of the following:
|
(c) |
any sale, transfer, lease, exchange or other disposition of more than 50 per cent in value of the assets or business of the company if not made in the usual or regular course of the business carried on by the company but not including (i) a disposition pursuant to an order of the court having jurisdiction in the matter; (ii) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the members in accordance with their respective interest within one year after the date of disposition; or (iii) a transfer pursuant to the power of the directors to transfer assets for the protection thereof; |
|
(d) |
a redemption of 10 per cent, or fewer, of the issued shares of the company required by the holders of 90 percent, or more, of the shares of the company pursuant to the terms of the BVI Act; and |
|
(e) |
an arrangement, if permitted by the BVI High Court. |
Generally, any other
claims against a company by its members must be based on the general laws of contract or tort applicable in the BVI or their individual
rights as members as established by the company’s memorandum and articles of association.
The BVI Act provides
that if a company or a director of a company engages in, proposes to engage in or has engaged in, conduct that contravenes the BVI Act
or the memorandum and articles of association of the company, the BVI High Court may, on the application of a member or a director of
the company, make an order directing the company or director to comply with, or restraining the company or director from engaging in conduct
that contravenes the BVI Act or the memorandum and articles of association.
Indemnification
of Directors and Executive Officers and Limitation of Liability. BVI law does not limit the extent to which a
company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the
extent any such provision may be held by the BVI High Court to be contrary to public policy (e.g. for purporting to provide
indemnification against the consequences of committing a crime). An indemnity will be void and of no effect and will not apply to a
person unless the person acted honestly and in good faith and in what he believed to be in the best interests of the company and, in
the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. Our amended and
restated memorandum and articles of association provides for the indemnification of our directors for losses, damages, costs and
expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud of such directors. This
standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In
addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with
additional indemnification beyond that provided in our post-offering amended and restated memorandum and articles of
association.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing
provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Directors’
Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and
its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act
in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director
must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.
The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He
must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the
best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling
shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed
basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption
may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by
a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
Under British Virgin
Islands law, the directors owe fiduciary duties at both common law and under statute, including a statutory duty to act honestly, in good
faith and with a view to our best interests. When exercising powers or performing duties as a director, the director is required to exercise
the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account, without limitation,
the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken
by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree
to the company acting in a manner that contravenes our memorandum and articles of association or the BVI Act.
In certain circumstances,
a shareholder has the right to seek various remedies against the company in the event the directors are in breach of their duties under
the BVI Act. Pursuant to Section 184B of the BVI Act, if a company or director of a company engages in, proposes to engage in or has engaged
in, conduct that contravenes the provisions of the BVI Act or the memorandum or articles of association of the company, the courts of
the British Virgin Islands may, on application of a shareholder or director of the company, make an order directing the company or director
to comply with, or restraining the company or director from engaging in conduct that contravenes the BVI Act or the memorandum or articles.
Furthermore, pursuant to Section 184I(1) of the BVI Act, a shareholder of a company who considers that the affairs of the company have
been, are being or likely to be, conducted in a manner that is, or any acts of the company have been, or are likely to be oppressive,
unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the courts of the British Virgin Islands for an
order which, inter alia, can require the company or any other person to pay compensation to the shareholders.
Shareholder Action
by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders
to act by written consent by amendment to its certificate of incorporation. Although British Virgin Islands law may permit shareholder
actions by written consent, our post-offering amended and restated articles of association provide that shareholders may not approve corporate
matters by way of a written resolution.
Shareholder
Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the
annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A meeting may be called
by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from
calling shareholder meetings where such request is not made by shareholders entitled to exercise 30 percent or more of the voting
rights in respect of the matter for which the meeting is requested.
British Virgin Islands
law and our amended and restated articles of association provide that shareholders holding 30% or more of the voting rights entitled to
vote on any matter for which a meeting is to be converted may request that the directors shall requisition a shareholder’s meeting.
As a British Virgin Islands company, we are not obliged by law to call shareholders’ annual general meetings.
Cumulative Voting. Under
the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate
of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on
a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single
director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation
to cumulative voting under the laws of the British Virgin Islands but our post-offering amended and restated articles of association do
not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders
of a Delaware corporation.
Removal of Directors. Under
the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval
of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our post-offering
amended and restated memorandum and articles of association, directors may be removed with or without cause, by a resolution of our shareholders,
or with cause by a resolution of the directors.
Transactions with
Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware
corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate
of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three
years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group
who or which owns or owned 15% or more of the target’s outstanding voting share within the past three years. This has the effect
of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated
equally. The statute does not apply if, among other things, prior to the date in which such shareholder becomes an interested shareholder,
the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested
shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with
the target’s board of directors.
British Virgin Islands
law has no comparable statute. As a result, we are not afforded the same statutory protections in the British Virgin Islands as we would
be offered by the Delaware business combination statute. However, although British Virgin Islands law does not regulate transactions between
a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests
of the company and not with the effect of constituting a fraud on the minority shareholders. See also “Shareholders’ Suits”
above. We have adopted a code of business conduct and ethics which requires employees to fully disclose any situations that could reasonably
be expected to give rise to a conflict of interest, and sets forth relevant restrictions and procedures when a conflict of interest arises
to ensure the best interest of the Company.
Dissolution; Winding
up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution
must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the
board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware
corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated
by the board.
Under BVI law, the liquidation
of a company may be a voluntary solvent liquidation or an insolvent liquidation under the Insolvency Act. Where a company has been struck
off the Register of Companies under the BVI Act continuously for a period of 7 years it is dissolved with effect from the last day of
that period.
Voluntary Liquidation
If the liquidation is
a solvent liquidation, the provisions of the BVI Act governs the liquidation. A company may only be liquidated under the BVI Act as a
solvent liquidation if it has no liabilities or it is able to pay its debts as they fall due and the value of its assets exceeds its liabilities.
Subject to the amended and restated memorandum and articles of association of a company, a liquidator may be appointed by a resolution
of directors or resolution of members but if the directors have commenced liquidation by a resolution of directors the members must approve
the liquidation plan by a resolution of members save in limited circumstances.
A liquidator is appointed
for the purpose of collecting in and realizing the assets of a company and distributing proceeds to creditors.
We expect that in the
event of a voluntary liquidation of the Company, after payment of the liquidation costs and any sums then due to creditors, the liquidator
would distribute our remaining assets on a pari passu basis.
Liquidation under
the Insolvency Act
The Insolvency Act governs
an insolvent liquidation. Pursuant to the Insolvency Act, a company is insolvent if (a) it fails to comply with the requirements of a
statutory demand that has not be set aside pursuant to the Insolvency Act, execution or other process issued on a judgement, decree or
order of court in favor of a creditor of the company is returned wholly or partly unsatisfied or either the value of the company’s
liabilities exceeds its assets or the company is unable to pay its debts as they fall due. The liquidator must be either the Official
Receiver in BVI or a BVI licensed insolvency practitioner. An individual resident outside the BVI may be appointed to act as liquidator
jointly with a BVI licensed insolvency practitioner or the Official Receiver. The members of the company may appoint an insolvency practitioner
as liquidator of the company or the court may appoint an Official Receiver or an eligible insolvency practitioner. The application to
the court can be made by one or more of the following: (a) the company (b) a creditor (c) a member (d), the supervisor of a creditors’
arrangement in respect of the company, the Financial Services Commission and the Attorney General in the BVI.
The court may appoint
a liquidator if:
|
(a) |
the company is insolvent; |
|
(b) |
the court is of the opinion that it is just and equitable that a liquidator should be appointed; or |
|
(c) |
the court is of the opinion that it is in the public interest for a liquidator to be appointed. |
An application under
(a) above by a member may only be made with leave of the court, which shall not be granted unless the court is satisfied that there is
prima facie case that the company is insolvent. An application under (c) above may only be made by the Financial Services Commission or
the Attorney General and they may only make an application under (c) above if the company concerned is, or at any time has been, a regulated
person (i.e. a person that holds a prescribed financial services license) or the company is carrying on, or at any time has carried on,
unlicensed financial services business.
Order of Preferential
Payments upon Liquidation
Upon the insolvent
liquidation of a company, the assets of a company shall be applied in accordance with the following priorities: (a) in paying, in
priority to all other claims, the costs and expenses properly incurred in the liquidation in accordance with the prescribed
priority; (b) after payment of the costs and expenses of the liquidation, in paying the preferential claims admitted by the
liquidator (wages and salary, amounts to the BVI Social Security Board, pension contributions, government taxes) - preferential
claims rank equally between themselves and, if the assets of the company are insufficient to meet the claims in full, they shall be
paid ratably; (c) after the payment of preferential claims, in paying all other claims admitted by the liquidator, including those
of non-secured creditors - the claims of non-secured creditors of the Company shall rank equally among themselves and if the assets
of the company are insufficient to meet the claims in full, such non-secured creditors shall be paid ratably; (d) after paying all
admitted claims, paying any interest payable under the BVI Insolvency Act; and finally (e) any surplus assets remaining after
payment of the costs, expenses and claims above shall be distributed to the members in accordance with their rights and interests in
the Company. Part VIII of the Insolvency Act provides for various applications which may be made by a liquidator to set aside
transactions which have unfairly diminished the assets which are available to creditors.
The appointment of a
liquidator over the assets of a company does not affect the right of a secured creditor to take possession of and realize or otherwise
deal with assets of the company over which that creditor has a security interest. Accordingly, a secured creditor may enforce its security
directly without recourse to the liquidator, in priority to the order of payments described above. However, so far as the assets of a
company in liquidation available for payment of the claims of unsecured creditors are insufficient to pay the costs and expenses of the
liquidation and the preferential creditors, those costs, expenses and claims have priority over the claims of charges in respect of assets
that are subject to a floating charge created by a company and shall be paid accordingly out of those assets.
Voidable Transactions
In the event of the insolvency
of a company, there are four types of voidable transaction provided for in the Insolvency Act:
|
(a) |
Unfair Preferences: Under section 245 of the Insolvency Act a transaction entered into by a company, if it is entered into within the hardening period at a time when the company is insolvent, or it causes the company to become insolvent (an “insolvency transaction”), and which has the effect of putting the creditor into a position which, in the event of the company going into insolvent liquidation, will be better than the position it would have been in if the transaction had not been entered into, will be deemed an unfair preference. A transaction is not an unfair preference if the transaction took place in the ordinary course of business. It should be noted that this provision applies regardless of whether the payment or transfer is made for value or at an undervalue. |
|
(b) |
Undervalue Transactions: Under section 246 of the Insolvency Act the making of a gift or the entering into of a transaction on terms that the company is to receive no consideration, or where the value of the consideration for the transaction, in money or money’s worth, is significantly less than the value, in money or money’s worth, of the consideration provided by the company will (if it is an insolvency transaction entered into within the hardening period) be deemed an undervalue transaction. A company does not enter into a transaction at an undervalue if it is entered into in good faith and for the purposes of its business and, at the time the transaction was entered into, there were reasonable grounds for believing the transaction would benefit the company. |
|
(c) |
Voidable Floating Charges: Under section 247 of the Insolvency Act a floating charge created by a company is voidable if it is an insolvency transaction created within the hardening period. A floating charge is not voidable to the extent that it secures: (i) money advanced or paid to the company, or at its direction, at the same time as, or after, the creation of the charge; (ii) the amount of any liability of the company discharged or reduced at the same time as, or after, the creation of the charge; (iii) the value of assets sold or supplied, or services supplied, to the company at the same time as, or after, the creation of the charge; and (iv) the interest, if any, payable on the amount referred to in (i) to (iii) pursuant to any agreement under which the money was advanced or paid, the liability was discharged or reduced, the assets were sold or supplied or the services were supplied. |
|
(d) |
Extortionate Credit Transactions: Under section 248 of the Insolvency Act an insolvency transaction entered into by a company for, or involving the provision of, credit to the company, may be regarded as an extortionate credit transaction if, having regard to the risk accepted by the person providing the credit, the terms of the transaction are or were such to require grossly exorbitant payments to be made in respect of the provision of the credit, or the transaction otherwise grossly contravenes ordinary principles of fair trading and such transaction takes place within the hardening period. |
The “hardening
period” (known in the Insolvency Act as the “vulnerability period”) in respect of each voidable transaction provision
set out above is as follows:
|
(a) |
for the purposes of sections 245, 246 and 247 of the Insolvency Act the period differs depending on whether the person(s) that the transaction is entered into with, or the preference is given to, are “connected persons” of the company within the meaning of the Insolvency Act: |
|
(i) |
in the case of “connected persons” the “hardening period” is the period beginning two years prior to the “onset of insolvency” and ending on the appointment of a liquidator of the company; and |
|
(ii) |
in the case of any other person, the “hardening period” is the period beginning six months prior to the “onset of insolvency” and ending on the appointment of a liquidator of the company; and |
|
(b) |
for the purposes of section 248 of the Insolvency Act the “hardening period” is the period beginning five years prior to the “onset of insolvency” and ending on the appointment of a liquidator of the company regardless of whether the person(s) that the transaction is entered into with is a connected person. |
The onset of insolvency
for these purposes is the date on which an application for the appointment of a liquidator was filed (if the liquidator was appointed
by the court) or the date of the appointment of the liquidator (where the liquidator was appointed by the members).
A conveyance made by
a person with intent to defraud creditors is voidable at the instance of the person thereby prejudiced. There is no requirement that the
relevant transaction was entered into at a time when one party was insolvent or became insolvent as a result of the transaction, and there
is no requirement that the transferring party subsequently went into liquidation. However, no conveyance entered into for valuable consideration
and in good faith to a person who did not have notice of the intention to defraud may be impugned.
The court has authority
to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do
so. Under the BVI Act and our amended and restated articles of association, our company may be dissolved, liquidated or wound up by a
resolution of our shareholders.
Variation of Rights
of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with
the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under
British Virgin Islands law and our post-offering amended and restated articles of association, all or any of the rights attached to any
class of shares may, subject to the provisions of the BVI Act, be varied without the consent of the holders of the issued shares of that
class where such variation is considered by the board of directors not to have a material adverse effect upon such rights; otherwise,
any such variation shall be made only with the consent in writing of the holders of a majority of the issued shares of that class, or
with the sanction of a resolution passed by a majority of the votes cast at a separate meeting of the holders of the shares of that class.
The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of
issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with
such existing class of shares.
Amendment of Governing
Documents. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the
approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted
by British Virgin Islands law, our post-offering amended and restated memorandum and articles of association may be amended with a resolution
of our shareholders or, with certain exception by resolutions of directors.
Rights of Non-resident
or Foreign Shareholders. There are no limitations imposed by our post-offering amended and restated memorandum and articles
of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there
are no provisions in our post-offering amended and restated memorandum and articles of association governing the ownership threshold above
which shareholder ownership must be disclosed.
Listing
Our Ordinary Shares are listed on the Nasdaq Capital
Market under the symbol “VCIG”.
There is no established trading market for the
Warrants, and we do not expect an active trading market to develop. We do not intend to list the Warrants on any securities exchange or
other trading market. Without an active trading market, the liquidity of the Warrants will be limited.
Transfer Agent
The transfer agent for Ordinary Shares is VStock
Transfer LLC, 18 Lafayette Pl, Woodmere, NY 11598.
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
TO U.S. HOLDERS
The following is a discussion of certain material
United States federal income tax considerations relating to the acquisition, ownership, and disposition of our Ordinary Shares by a U.S.
Holder, as defined below, that acquires our Ordinary Shares in this offering and holds our Ordinary Shares as “capital assets”
(generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”).
This discussion is based on existing United States federal income tax law, which is subject to differing interpretations or change, possibly
with retroactive effect. No ruling has been sought from the Internal Revenue Service (the “IRS”) with respect to any United
States federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary
position. This discussion does not address all aspects of United States federal income taxation that may be important to particular investors
in light of their individual circumstances, including investors subject to special tax rules (such as, for example, certain financial
institutions, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, traders in securities
that elect mark-to-market treatment, partnerships (or other entities treated as partnerships for United States federal income tax purposes)
and their partners, tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors that own
(directly, indirectly, or constructively) 5% or more of our voting shares, investors that hold their Ordinary Shares as part of a straddle,
hedge, conversion, constructive sale or other integrated transaction), or investors that have a functional currency other than the U.S.
dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does
not address any tax laws other than the United States federal income tax laws, including any state, local, alternative minimum tax or
non-United States tax considerations, or the Medicare tax on unearned income. Each potential investor is urged to consult its tax advisor
regarding the United States federal, state, local and non-United States income and other tax considerations of an investment in our Ordinary
Shares.
General
For purposes of this discussion, a “U.S.
Holder” is a beneficial owner of our Ordinary Shares that is, for United States federal income tax purposes, (i) an individual who
is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal
income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii)
an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or
(iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more
United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be
treated as a United States person under the Code.
If a partnership (or other entity treated as a
partnership for United States federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partner
in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership
holding our Ordinary Shares are urged to consult their tax advisors regarding an investment in our Ordinary Shares.
The discussion set forth below is addressed only
to U.S. Holders that purchase Ordinary Shares in this offering. Prospective purchasers are urged to consult their own tax advisors about
the application of U.S. federal income tax law to their particular circumstances as well as the state, local, foreign and other tax consequences
to them of the purchase, ownership and disposition of our Ordinary Shares.
Taxation of Dividends and Other Distributions
on our Ordinary Shares
Subject to the passive foreign investment company
rules discussed below, distributions of cash or other property made by us to you with respect to the Ordinary Shares (including the amount
of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but
only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal
income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction
allowed to corporations in respect of dividends received from other U.S. corporations.
With respect to non-corporate U.S. Holders, including
individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that
(1) the Ordinary Shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits
of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a
passive foreign investment company (as discussed below) for either our taxable year in which the dividend is paid or the preceding taxable
year, and (3) certain holding period requirements are met. You are urged to consult your tax advisors regarding the availability of the
lower rate for dividends paid with respect to our Ordinary Shares, including the effects of any change in law after the date of this prospectus.
To the extent that the amount of the distribution
exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated
first as a tax-free return of your tax basis in your Ordinary Shares, and to the extent the amount of the distribution exceeds your tax
basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax
principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise
be treated as a non-taxable return of capital or as capital gain under the rules described above.
Taxation of Dispositions of Ordinary Shares
Subject to the passive foreign investment company
rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to
the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Ordinary Shares.
The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held
the Ordinary Shares for more than one year, you may be eligible for reduced tax rates on any such capital gains. The deductibility of
capital losses is subject to limitations.
Passive Foreign Investment Company
A non-U.S. corporation is considered a PFIC for
any taxable year if either:
|
● |
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”). |
Passive income generally includes dividends, interest,
rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition
of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income
of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition
of our assets for purposes of the PFIC asset test, (1) the cash we raise in this offering will generally be considered to be held for
the production of passive income and (2) the value of our assets must be determined based on the market value of our Ordinary Shares from
time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets (including the
cash raised in this offering) on any particular quarterly testing date for purposes of the asset test.
We must make a separate determination each year
as to whether we are a PFIC. Depending on the amount of cash we raise in this offering, together with any other assets held for the production
of passive income, it is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of our assets may
be assets held for the production of passive income. We will make this determination following the end of any particular tax year. Although
the law in this regard is unclear, we treat our consolidated affiliated entities as being owned by us for United States federal income
tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially
all of their economic benefits, and, as a result, we consolidate their operating results in our combined and consolidated financial statements.
In particular, because the value of our assets for purposes of the asset test will generally be determined based on the market price of
our Ordinary Shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status
will depend in large part on the market price of our Ordinary Shares and the amount of cash we raise in this offering. Accordingly, fluctuations
in the market price of the Ordinary Shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to
uncertainty in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend the cash
we raise in this offering. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated
above, the determination of the value of our assets will depend upon material facts (including the market price of our Ordinary Shares
from time to time and the amount of cash we raise in this offering) that may not be within our control. If we are a PFIC for any year
during which you hold Ordinary Shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Ordinary
Shares. However, if we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described
below, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with
respect to the Ordinary Shares.
If we are a PFIC for your taxable year(s) during
which you hold Ordinary Shares, you will be subject to special tax rules with respect to any “excess distribution” that you
receive and any gain you realize from a sale or other disposition (including a pledge) of the Ordinary Shares, unless you make a “mark-to-market”
election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions
you received during the shorter of the three preceding taxable years or your holding period for the Ordinary Shares will be treated as
an excess distribution. Under these special tax rules:
|
● |
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. |
The tax liability for amounts allocated to years
prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and
gains (but not losses) realized on the sale of the Ordinary Shares cannot be treated as capital, even if you hold the Ordinary Shares
as capital assets.
A U.S. Holder of “marketable stock”
(as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of the tax treatment discussed above. If you
make a mark-to-market election for the first taxable year during which you hold (or are deemed to hold) Ordinary Shares and for which
we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value
of the Ordinary Shares as of the close of such taxable year over your adjusted basis in such Ordinary Shares, which excess will be treated
as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the Ordinary
Shares over their fair market value as of the close of the taxable year. However, such ordinary loss is allowable only to the extent of
any net mark-to-market gains on the Ordinary Shares included in your income for prior taxable years. Amounts included in your income under
a mark-to-market election, as well as gain on the actual sale or other disposition of the Ordinary Shares, are treated as ordinary income.
Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the Ordinary Shares, to the extent that
the amount of such loss does not exceed the net mark-to-market gains previously included for such Ordinary Shares. Your basis in the Ordinary
Shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply
to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains
rate for qualified dividend income discussed above under “— Taxation of Dividends and Other Distributions on our Ordinary
Shares” generally would not apply. The mark-to-market election is available only for “marketable stock”, which is stock
that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on
a qualified exchange or other market (as defined in applicable U.S. Treasury regulations). If the Ordinary Shares are regularly traded
on a qualified stock exchange or other market, and if you are a holder of Ordinary Shares, the mark-to-market election would be available
to you were we to be or become a PFIC.
Alternatively, a U.S. Holder of stock in a PFIC
may make a “qualified electing fund” election with respect to such PFIC to elect out of the tax treatment discussed above.
A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable
year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. However, the qualified electing
fund election is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as
required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the information that would enable
you to make a qualified electing fund election. If you hold Ordinary Shares in any taxable year in which we are a PFIC, you will be required
to file IRS Form 8621 in each such year and provide certain annual information regarding such Ordinary Shares, including regarding distributions
received on the Ordinary Shares and any gain realized on the disposition of the Ordinary Shares.
If you do not make a timely “mark-to-market”
election (as described above), and if we were a PFIC at any time during the period you hold our Ordinary Shares, then such Ordinary Shares
will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging
election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such Ordinary Shares at
their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election
will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result
of the purging election, you will have a new basis (equal to the fair market value of the Ordinary Shares on the last day of the last
year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your Ordinary
Shares for tax purposes.
You are urged to consult your tax advisors regarding
the application of the PFIC rules to your investment in our Ordinary Shares and the elections discussed above.
Information Reporting and Backup Withholding
Dividend payments with respect to our Ordinary
Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject to information reporting to the IRS and
possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification
number and makes any other required certification on IRS Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who
are required to establish their exempt status generally must provide such certification on IRS Form W-9. U.S. Holders are urged to consult
their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts
withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess
amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required
information. We do not intend to withhold taxes for individual shareholders. However, transactions effected through certain brokers or
other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required
by law to withhold such taxes.
Under the Hiring Incentives to Restore Employment
Act of 2010, certain U.S. Holders are required to report information relating to our Ordinary Shares, subject to certain exceptions (including
an exception for Ordinary Shares held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938,
Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold Ordinary Shares.
BRITISH VIRGIN ISLANDS TAXATION
The Company and all dividends, interest, rents,
royalties, compensation and other amounts paid by the Company to persons who are not resident in the BVI and any capital gains realized
with respect to any shares, debt obligations, or other securities of the Company by persons who are not resident in the BVI are exempt
from all provisions of the Income Tax Ordinance in the BVI.
No estate, inheritance, succession or gift tax,
rate, duty, levy or other charge is payable by persons who are not resident in the BVI with respect to any shares, debt obligation or
other securities of the Company.
All instruments relating to transfers of property
to or by the Company and all instruments relating to transactions in respect of the shares, debt obligations or other securities of the
Company and all instruments relating to other transactions relating to the business of the Company are exempt from payment of stamp duty
in the BVI. This assumes that the Company does not hold an interest in real estate in the BVI.
There are currently no withholding taxes or exchange
control regulations in the BVI applicable to the Company or its members.
THE FOREGOING SUMMARY IS NOT INTENDED TO CONSTITUTE
A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES THAT MAY BE RELEVANT TO PARTICULAR HOLDERS OF ORDINARY SHARES AND IS NOT TAX OR LEGAL ADVICE.
HOLDERS OF ORDINARY SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF ACQUIRING, HOLDING AND
DISPOSING OF ORDINARY SHARES.
SELLING SHAREHOLDER
This prospectus relates to the possible resale
from time to time by Alumni Capital of any or all of the Selling Shareholder Shares that may be issued by us to Alumni Capital under the
Purchase Agreement. For additional information regarding the issuance of Selling Shareholder Shares covered by this prospectus, see the
section titled “Alumni Capital Transaction” above. We are registering the Selling Shareholder Shares pursuant to the provisions
of the Purchase Agreement in order to permit the Selling Shareholder to offer the Selling Shareholder Shares for resale from time to time.
Except for the transactions contemplated by the Purchase Agreement, Alumni Capital has not had any material relationship with us within
the past three years. As used in this prospectus, the term “Selling Shareholder” means Alumni Capital.
The table below presents information regarding the Selling Shareholder
and the Selling Shareholder Shares that it may offer from time to time under this prospectus. This table is prepared based on information
supplied to us by the Selling Shareholder, and reflects holdings as of October 1, 2024. The number of shares in the column “Maximum
Number of Selling Shareholder Shares to be Offered Pursuant to this Prospectus” represents all of the Selling Shareholder Shares
that the Selling Shareholder may offer under this prospectus. The Selling Shareholder may sell some, all or none of its Selling Shareholder
Shares in this offering. We do not know how long the Selling Shareholder will hold the Selling Shareholder Shares before selling them,
and we currently have no agreements, arrangements or understandings with the Selling Shareholder regarding the sale of any of the Selling
Shareholder Shares.
Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated
by the SEC under the Exchange Act, and includes Selling Shareholder Shares with respect to which the Selling Shareholder has voting and
investment power. The percentage of Ordinary Shares beneficially owned by the Selling Shareholder prior to the offering shown in the table
below is based on an aggregate of 151,378,942 Ordinary Shares outstanding on October 1, 2024. Because the purchase price of the Selling
Shareholder Shares issuable under the Purchase Agreement is determined on each purchase date, the number of Selling Shareholder Shares
that may actually be sold by us under the Purchase Agreement may be fewer than the number of Selling Shareholder Shares being offered
by this prospectus. The fourth column assumes the sale of all of the Selling Shareholder Shares offered by the Selling Shareholder pursuant
to this prospectus.
| |
Number of Ordinary Shares Owned Prior to Offering | | |
Maximum Number of Ordinary Shares to be
Offered Pursuant to this | | |
Number of
Ordinary Shares Owned
After Offering | |
Name of Selling Shareholder | |
Number | | |
Percent | | |
Prospectus(i) | | |
Number(2) | | |
Percent(3) | |
Alumni Capital LP(4) | |
| 0 | (4) | |
| * | | |
| 476,363,636 | | |
| 0 | | |
| 0 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| * | Represents beneficial ownership
of less than 1% of the outstanding Ordinary Shares. |
| (1) | Includes 200,000,000 Warrant
Shares underlying the Alumni Warrant. |
| (2) | Assumes the sale of all Selling
Shareholder Shares being offered pursuant to this prospectus. |
| (3) | The denominator is based on 151,378,942 Ordinary Shares outstanding as
of October 1, 2024. |
| (4) | The business address of Alumni Capital LP is 80 S.W. 8th
Street Suite 2000, Miami, FL 33131. The general partner of Alumni Capital LP is Alumni Capital GP LLC. Ashkan Mapar is the manager of
Alumni Capital GP LLC and as such has voting and disposition control over the Shares. We have been advised that none of Alumni Capital
LP, Alumni Capital GP LLC nor Ashkan Mapar is a member of the Financial Industry Regulatory Authority (“FINRA”), or an independent
broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer. |
PLAN
OF DISTRIBUTION
The 476,363,636 Selling Shareholder Shares offered by this prospectus
are being offered by the Selling Shareholder, Alumni Capital. The shares may be sold or distributed from time to time by the Selling Shareholder
directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing
at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed.
The sale of the Selling Shareholder Shares offered by this prospectus could be effected in one or more of the following methods:
| ● | ordinary brokers’ transactions; |
| ● | transactions involving cross
or block trades; |
| ● | through brokers, dealers, or
underwriters who may act solely as agents; |
| ● | “at the market”
into an existing market for the Selling Shareholder Shares; |
| ● | in other ways not involving
market makers or established business markets, including direct sales to purchasers or sales effected through agents; |
| ● | in privately negotiated transactions;
or |
| ● | any combination of the foregoing. |
In order to comply with the securities laws of
certain states, if applicable, the Selling Shareholder Shares may be sold only through registered or licensed brokers or dealers. In addition,
in certain states, the Selling Shareholder Shares may not be sold unless they have been registered or qualified for sale in the state
or an exemption from the state’s registration or qualification requirement is available and complied with.
Alumni Capital is an “underwriter”
within the meaning of Section 2(a)(11) of the Securities Act.
Alumni Capital has informed us that it intends
to use one or more registered broker-dealers to effectuate all sales, if any, of the Selling Shareholder Shares that it has acquired and
may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or
at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of Section
2(a)(11) of the Securities Act. Alumni Capital has informed us that each such broker-dealer will receive commissions from Alumni Capital
that will not exceed customary brokerage commissions.
Brokers, dealers, underwriters or agents participating
in the distribution of the Selling Shareholder Shares offered by this prospectus may receive compensation in the form of commissions,
discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the Selling Shareholder Shares sold by
the Selling Shareholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of
Selling Shareholder Shares sold by the Selling Shareholder may be less than or in excess of customary commissions. Neither we nor the
Selling Shareholder can presently estimate the amount of compensation that any agent will receive from any purchasers of Selling Shareholder
Shares sold by the Selling Shareholder.
We know of no existing arrangements between the
Selling Shareholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the Selling
Shareholder Shares offered by this prospectus.
We may from time to time file with the SEC one
or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement
or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information
relating to a particular sale of Selling Shareholder Shares offered by this prospectus by the Selling Shareholder, including the names
of any brokers, dealers, underwriters or agents participating in the distribution of such ADSs by the Selling Shareholder, any compensation
paid by the Selling Shareholder to any such brokers, dealers, underwriters or agents, and any other required information.
We will pay the expenses incident to the registration under the Securities
Act of the offer and sale of the ADSs covered by this prospectus by the Selling Shareholder.
We also have agreed to indemnify Alumni Capital
and certain other persons against certain liabilities in connection with the offering of Selling Shareholder Shares offered hereby, including
liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect
of such liabilities. Alumni Capital has agreed to indemnify us against liabilities under the Securities Act that may arise from certain
written information furnished to us by Alumni Capital specifically for use in this prospectus or, if such indemnity is unavailable, to
contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification
is against public policy as expressed in the Securities Act and is therefore, unenforceable.
We estimate that the total expenses for the offering
will be approximately $80,000.
Alumni Capital has represented to us that at no
time prior to the date of the Purchase Agreement has Alumni Capital or its agents, representatives or affiliates engaged in or effected,
in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange
Act) of the Selling Shareholder Shares, which establishes a net short position with respect to the Selling Shareholder Shares. Alumni
Capital has agreed that during the term of the Purchase Agreement, neither Alumni Capital, nor any of its agents, representatives or affiliates
will enter into or effect, directly or indirectly, any of the foregoing transactions.
We have advised the Selling Shareholder that it
is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling
Shareholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or
purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the
entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security
in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this
prospectus.
This offering will terminate on the date that all of the Selling Shareholder
Shares offered by this prospectus have been sold by the Selling Shareholder.
The Selling Shareholder Shares are currently listed on the Nasdaq Capital
Market under the symbol “VCIG.”
EXPENSES RELATING TO THIS OFFERING
Set forth below is an itemization of the total
expenses in US dollars, excluding placement agent fees and estimated offering expenses, expected to be incurred in connection with this
offering by us. With the exception of the SEC registration fee and the FINRA filing fee, all amounts are estimates.
SEC registration fee | |
$ | 9,845.72 | |
Legal fees and expenses | |
$ | 65,000.00 | |
Accounting fees and expenses | |
$ | 6,000.00 | |
Miscellaneous expenses | |
$ | 3,479.76 | |
Total | |
$ | 84,325.48 | |
LEGAL MATTERS
We are being represented by Sichenzia Ross
Ference Carmel LLP with respect to legal matters of United States federal securities law. The validity of the Ordinary Shares
offered by this prospectus and legal matters as to BVI law only will be passed upon for us by Carey Olsen (BVI) L.P. Sichenzia Ross
Ference Carmel LLP may rely upon Carey Olsen (BVI) L.P. with respect to matters governed by British Virgin Islands law only.
EXPERTS
Our financial statements as of December 31, 2023
and December 31, 2022 then ended included in this prospectus by incorporation by reference to the Company’s Annual Report on Form
20-F has been audited by WWC, P.C., an independent registered public accounting firm, as stated in their report appearing therein. Such
financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
ENFORCEABILITY OF CIVIL LIABILITY
We are incorporated under the laws of the British
Virgin Islands, and our officers and directors are residents outside the United States. Moreover, a majority of our consolidated assets
are located outside the United States. Although we are incorporated outside the United States, we have agreed to accept service of process
in the United States through our agent designated for that purpose. Nevertheless, substantially all of the consolidated assets owned by
us are located outside the United States and any judgment obtained in the United States against us may not be enforceable outside the
United States. There is no treaty between the United States and the British Virgin Islands providing for the reciprocal recognition and
enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state
court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore,
not be automatically enforceable in the British Virgin Islands. There is uncertainty as to whether judgments of courts in the United States
based upon the civil liability provisions of the federal securities laws of the United States would be recognized or enforceable in the
British Virgin Islands. In making a determination as to enforceability of a judgment of the courts of the United States, the BVI courts
would have regard to whether the judgment was final and conclusive and on the merits of the case, given by a court of law of competent
jurisdiction, and was expressed to be for a fixed sum of money. In general, a foreign judgment would be enforceable in the unless procured
by fraud, or the proceedings in which such judgments were obtained were not conducted in accordance with principles of natural justice,
or the enforcement thereof would be contrary to public policy, or if the judgment would conflict with earlier judgment(s) from British
Virgin Islands or earlier foreign judgment(s) recognized in British Virgin Islands, or if the judgment would amount to the direct or indirect
enforcement of foreign penal, revenue or other public laws. Civil liability provisions of the federal and state securities law of the
United States permit the award of punitive damages against us, our directors and officers. BVI courts would not recognize or enforce judgments
against us, our directors and officers to the extent that doing so would amount to the direct or indirect enforcement of foreign penal,
revenue or other public laws. It is uncertain as to whether a judgment of the courts of the United States under civil liability provisions
of the federal securities law of the United States would be regarded by BVI courts as being pursuant to foreign, penal, revenue or other
public laws. Such a determination has yet to be made by a BVI court in a reported decision.
In addition, holders of book-entry interests in
our shares will be required to exchange such interests for certificated shares and to be registered as shareholders in our shareholder
register in order to have standing to bring a shareholder suit and, if successful, to enforce a foreign judgment against us, our directors
or our executive officers in the BVI
A holder of book-entry interests in our shares
may become a registered shareholder of our Company by exchanging such holder’s interest in our shares for certificated shares and
being registered in our shareholder register. The administrative process of becoming a registered shareholder could result in delays prejudicial
to any legal proceeding or enforcement action.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration
statement on Form F-1, including relevant exhibits and schedules under the Securities Act, covering the Securities offered by this
prospectus. You should refer to our registration statements and their exhibits and schedules if you would like to find out more
about us and about our Securities. This prospectus summarizes material provisions of contracts and other documents that we refer you
to. Since the prospectus may not contain all the information that you may find important, you should review the full text of these
documents.
We are subject to periodic reporting and other
informational requirements of the Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports,
including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from the rules of
the Exchange Act prescribing the furnishing and content of proxy statements to shareholders under the federal proxy rules contained in
Sections 14(a), (b) and (c) of the Exchange Act, and our executive officers, directors and principal shareholders are exempt from the
reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
Statements made in this prospectus concerning
the contents of any contract, agreement or other document are not complete descriptions of all terms of these documents. If a document
has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed for a complete
description of its terms. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by
the filed exhibit. You should read this prospectus and the documents that we have filed as exhibits to the registration statement of which
this prospectus is a part completely.
As a foreign private issuer, we are exempt under
the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our officers, directors
and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange
Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently
or as promptly as U.S. companies whose securities are registered under the Exchange Act.
The SEC maintains an internet website that contains
reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address
of that website is http://www.sec.gov. The information on that website is not a part of this prospectus.
No dealers, salesperson or other person is authorized
to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or
representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions
where it is lawful to do so. The information contained in this prospectus is current only as of its date.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by us with the Commission are incorporated
by reference in this prospectus:
|
● |
our Annual Report on Form 20-F for the year ended December 31, 2022, filed on May 15, 2023; |
|
|
|
|
● |
our reports of foreign private issuer on Form 6-K, filed on January 19, 2024, January 26, 2024, April 5, 2024, May 31, 2024, July 5, 2024, July 17, 2024, July 17, 2024, July 26, 2024, July 29, 2024, August 6, 2024, August 13, 2024, August 19, 2024, August 22, 2024, September 6, 2024 and September 24, 2024; |
|
|
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|
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the description of our Ordinary Shares which is registered under Section 12 of the Exchange Act, in our Registration Statement on Form 8-A, filed on March 31, 2023. |
We also incorporate by reference all documents
we file pursuant to Section 13 or Section 15(d) of the Exchange Act after the date of the initial registration statement of which this
prospectus is a part and prior to effectiveness of such registration statement. All documents we file in the future pursuant to Section
13 or Section 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering are also incorporated
herein by reference and are an important part of this prospectus.
Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or
deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
We will provide upon request to each person, including
any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference
in the prospectus but not delivered with the prospectus. Our website address is https://v-capital.co. Information contained in our website
is not part of this prospectus. You may request a copy of these filings, excluding the exhibits to such filings which we have not specifically
incorporated by reference in such filings, at no cost, by writing to or calling us at:
B03-C-8 Menara 3A
KL Eco City, No. 3 Jalan Bangsar
59200 Kuala Lumpur
+603 7717 3089
VCI Global Limited
(Incorporated in the British Virgin Islands)
PROSPECTUS
Up to 276,363,636 Ordinary Shares and
Warrant to Purchase Up to 200,000,000 Ordinary
Shares
Up to 200,000,000 Ordinary Shares Upon Exercise
of the Warrant
_________, 2024
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers.
British Virgin Islands law does not limit the
extent to which a British Virgin Islands company’s memorandum and articles of association may provide for indemnification of officers
and directors, except to the extent that any such provision may be held by the British Virgin Islands courts as being contrary to public
policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
Our Memorandum and Articles of Association contain
provisions that entitle the Company to indemnify against all expenses, including legal fees, and against all judgments fines and amounts
paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings, any person involved
in legal proceeding by reason of the fact that the person is or was a director of the Company or the person, at the request of the Company,
is or was serving as director, or any other capacity, of any other body corporate. The Company may only indemnify if the person acted
honestly, in good faith, with a view to the best interest of the Company, and in the case of criminal proceedings, the person had no reasonable
cause to believe that his conduct was unlawful. We believe that these provisions are necessary to attract and retain qualified persons
as directors and officers. As a result of these provisions, the ability of the Company or a stockholder thereof to successfully prosecute
an action against a director for a breach of his duty of care has been limited. However, the provision does not affect the availability
of equitable remedies such as an injunction or rescission based upon a director’s breach of his duty of care.
Item 7. Recent sales of unregistered securities.
Since the Company’s incorporation on November
30, 2021, the registrant has granted or issued the following securities of the registrant that were not registered under the Securities
Act:
(a) Issuances of Capital Stock.
On April 8, 2022, we issued 33,300,100 Ordinary
Shares to certain of our officers and directors and 100,000 Ordinary Shares to Acton Burnell Sdn Bhd, a company controlled by one of
our directors for $0.0001 per share.
From April 8, 2022 until November 1, 2022, 1,012,159
ordinary shares were issued to various investors between USD2.50 to USD4.00 per share.
In October 2022, we issued 688,245 Ordinary Shares
to Exchange Listing, LLC as part of their consulting compensation.
On April 13, 2023, we issued 47,924 Ordinary Shares
to Exchange Listing, LLC as part of their consulting compensation.
On April 17, 2023, 1,280,000 ordinary shares were
issued in our initial offering at USD4.00 per ordinary share, before deduction the discounts and expenses.
On May 3, 2023, the Company issued 229,453 Ordinary
Shares to Exchange Listing, LLC pursuant to the exercise of a warrant with an issuance date of 11 February 2022.
On May 3, 2023, 380,000 ordinary shares were issued,
in aggregate, to certain of our executive officers and employees pursuant to their employment agreements.
On May 7, 2023, the Company issued 74,793 Ordinary
Shares to Boustead Securities, LLC pursuant to the exercise of a warrant with an issuance date of 17 April 2023.
On May 31, 2023, the Company issued 600,000 restricted
shares of the Company’s Ordinary Shares, at a value of $2.50 per share, to GlobexUS, inconsideration 500 shares of common stock,
par value $.0001 per share of GlobexUS, pursuant to a share purchase agreement.
On August 1, 2023, the Company issued 286,533
restricted shares of the Company’s Ordinary Shares, at a value of $3.49 per share, to ZCity Sdn Bhd, as their service consideration
pursuant to a software development agreement.
On August 1, 2023, the Company issued 14,327 restricted
shares of the Company’s Ordinary Shares, at a value of $3.49 per share, to Outside The Box Capital Inc., as their consideration
pursuant to a marketing agreement.
On October 1, 2023, the Company issued 14,045
restricted shares of the Company’s Ordinary Shares, at a value of $3.56 per share, to Outside The Box Capital Inc., as their consideration
pursuant to a marketing agreement.
In January 2024, April 2024 and May 2024 we issued
an aggregate of 1,170,863 Company’s Ordinary Shares to our directors as compensation.
In August 2024, we issued an aggregate of 227,762
Ordinary Shares to our directors as compensation.
These issuances of the capital stock were deemed
exempt from registration under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder in that the issuance of securities
were made to an accredited investor and did not involve a public offering. The recipient of such securities represented its intention
to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
(b) Issuances of Warrants.
In March 2023, we issued a five-year warrant to
purchase 250,000 Ordinary Shares to Exchange Listing, LLC as part of their consulting compensation. The exercise price is $4.00 per Ordinary
Share.
The issuance of the warrant was deemed exempt
from registration under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder in that the issuance of securities
were made to an accredited investor and did not involve a public offering. The recipient of such securities represented its intention
to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Item 8. Exhibits and Financial Statement Schedules
See Exhibit Index beginning on page II-4 of this
registration statement.
The agreements included as exhibits to this registration
statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties
were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical
statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii)
may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable
agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the
applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified
in the agreement.
We acknowledge that, notwithstanding the inclusion
of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosure of material information
regarding material contractual provisions is required to make the statements in this registration statement not misleading.
Financial Statement Schedules.
Schedules have been omitted because the information
required to be set forth therein is not applicable or is shown in our combined and consolidated financial statements or the notes thereto.
Item 9. Undertakings.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant
to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
| (a) | The undersigned registrant
hereby undertakes: |
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
(i) |
To include any prospectus required by section 10(a)(3) of the Securities Act; |
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. |
|
(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
|
(4) |
To file a post-effective amendment to the Registration Statement to include any financial statements required by Item 8.A. of Form 20-F (17 CFR § 249.220f) at the start of any delayed offering or throughout a continuous offering. |
|
(5) |
For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
|
(a) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
|
(b) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned registrant; |
|
(c) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
|
(d) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
|
(6) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Exhibit
Number |
|
Description |
3.1 |
|
Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 of the Company’s Registration on Form F-1 filed on March 16, 2023). |
|
|
|
4.1 |
|
Form of Series A Warrant for the Purchase of Ordinary Shares (incorporated by reference to Exhibit 4.1 of the Company’s Registration on Form F-1 filed on January 8, 2024). |
|
|
|
4.2 |
|
Form of Series B Warrant for the Purchase of Ordinary Shares (incorporated by reference to Exhibit 4.2 of the Company’s Registration on Form F-1 filed on January 8, 2024). |
|
|
|
4.3 |
|
Form of Pre-Funded Warrant for the Purchase of Ordinary Shares (incorporated by reference to Exhibit 4.3 of the Company’s Registration on Form F-1 filed on January 8, 2024). |
|
|
|
4.4 |
|
Form of Placement Agent Warrant for the Purchase of Ordinary Shares (incorporated by reference to Exhibit 4.4 of the Company’s Registration on Form F-1 filed on January 8, 2024). |
|
|
|
4.5 |
|
Warrant Issued to Exchange Listing, LLC (incorporated by reference to Exhibit 4.2 of the Company’s Registration on Form F-1 filed on March 16, 2023). |
|
|
|
4.6 |
|
Form of Purchase Warrant Agreement Issued to Form of Warrant Issued to Alumni Capital LP (incorporated by reference to Exhibit 4.1 of the Company’s Report of Foreign Private Issuer on Form 6-K filed on August 6, 2024). |
|
|
|
4.7 |
|
Senior Convertible Note dated as of September 2, 2024, by and between VCI Global Limited and Advanced Opportunities Fund I (incorporated by reference to Exhibit 4.1 of the Company’s Report of Foreign Private Issuer on Form 6-K filed on September 6, 2024). |
|
|
|
5.1 |
|
Opinion of Carey Olsen (BVI) L.P., counsel to Registrant |
|
|
|
5.2 |
|
Opinion of Sichenzia Ross Ference Carmel, counsel to the Registrant |
|
|
|
10.1+ |
|
Employment Agreement, dated January 1, 2022 between Victor Hoo and the V Capital Kronos Berhad (incorporated by reference to Exhibit 10.1 of the Company’s Registration on Form F-1 filed on March 16, 2023). |
10.2+ |
|
Employment Agreement, dated January 1, 2022 between Karen Liew and V Capital Kronos Berhad (incorporated by reference to Exhibit 10.2 of the Company’s Registration on Form F-1 filed on March 16, 2023). |
|
|
|
10.3+ |
|
Employment Agreement, dated January 1, 2022 between Vincent Hong and V Capital Kronos Berhad (incorporated by reference to Exhibit 10.3 of the Company’s Registration on Form F-1 filed on March 16, 2023). |
|
|
|
10.4 |
|
Capital Market Advisory Agreement dated February 1, 2022 between the Registrant and Exchange Listing, LLC. (incorporated by reference to Exhibit 10.5 of the Company’s Registration on Form F-1 filed on March 16, 2023). |
|
|
|
10.5+ |
|
Employment Agreement, dated January 1, 2022 between Ang Zhi Feng and V Capital Kronos Berhad (incorporated by reference to Exhibit 10.6 of the Company’s Registration on Form F-1 filed on March 16, 2023). |
|
|
|
10.6+ |
|
Employment Agreement, dated January 1, 2022 between Vivian Yong Hui Wun and V Capital Kronos Berhad (incorporated by reference to Exhibit 10.7 of the Company’s Registration on Form F-1 filed on March 16, 2023). |
|
|
|
10.7 |
|
Subscription Booklet by and between VCI Global Limited and GlobexUS Holdings Corp. (incorporated by reference to Exhibit 99.1 of the Company’s Report of Foreign Private Issuer on Form 6-K filed on June 28, 2023). |
|
|
|
10.8 |
|
Collaboration Agreement dated as of July 19, 2023, by and between VCI Global Limited and Treasure Global Inc (incorporated by reference to Exhibit 10.1 of the Company’s Report of Foreign Private Issuer on Form 6-K filed on July 21, 2023). |
|
|
|
10.9 |
|
Software Development Agreement dated as of July 20, 2023, by and between VCI Global Limited and Gem Reward Sdn Bhd (incorporated by reference to Exhibit 10.2 of the Company’s Report of Foreign Private Issuer on Form 6-K filed on July 21, 2023). |
|
|
|
10.10 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form F-1 filed on January 8, 2024). |
|
|
|
10.11 |
|
Heads of Agreement Entered by and between V CAPITAL REAL ESTATE SDN BHD and HAAD SAI NGEN CO. LTD. (incorporated by reference to Exhibit 10.1 of the Company’s Report of Foreign Private Issuer on Form 6-K filed on January 26, 2024). |
|
|
|
10.12 |
|
Asset Purchase Agreement Entered by and between VCI Global Limited and Cogia GmbH (incorporated by reference to Exhibit 10.1 of the Company’s Report of Foreign Private Issuer on Form 6-K filed on April 5, 2024). |
|
|
|
10.13 |
|
ATM Agreement dated May 29, 2024, between the Company and the Sales Agent incorporated by reference to Exhibit 10.1 of the Company’s Report of Foreign Private Issuer on Form 6-K filed on May 31, 2024). |
|
|
|
10.14 |
|
Form of the Securities Purchase Agreement (incorporated by reference to Exhibit 99.1 of the Company’s Report of Foreign Private Issuer on Form 6-K filed on July 17, 2024). |
|
|
|
10.15 |
|
Form of Securities Agreement (incorporated by reference to Exhibit 99.1 of the Company’s Report of Foreign Private Issuer on Form 6-K filed on July 17, 2024). |
|
|
|
10.16 |
|
Form of Purchase Agreement between VCI Global Limited and Alumni Capital LP (incorporated by reference to Exhibit 10.1 of the Company’s Report of Foreign Private Issuer on Form 6-K filed on August 6, 2024). |
+ |
Indicates a management contract or compensatory plan. |
SIGNATURES
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, Malaysia
on October 1, 2024.
|
VCI GLOBAL LIMITED |
|
|
|
|
By: |
/s/ Victor
Hoo |
|
|
Victor Hoo |
|
|
Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, this Amendment No. 2 to the registration statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Victor Hoo |
|
Chairman and Chief Executive Officer |
|
October 1, 2024 |
Victor Hoo |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Ang Zhi Feng |
|
Chief Financial Officer |
|
October 1, 2024 |
Ang Zhi Feng |
|
(Principal Accounting and Financial Officer) |
|
|
|
|
|
|
|
/s/ Karen Liew |
|
Executive Director |
|
October 1, 2024 |
Karen Liew |
|
|
|
|
|
|
|
|
|
/s/ Vincent Hong |
|
Executive Director |
|
October 1, 2024 |
Vincent Hong |
|
|
|
|
|
|
|
|
|
/s/ Marco Baccanello |
|
Executive Director |
|
October 1, 2024 |
Marco Baccanello |
|
|
|
|
|
|
|
|
|
/s/ Alex Chua Siong Kiat |
|
Director |
|
October 1, 2024 |
Alex Chua Siong Kiat |
|
|
|
|
|
|
|
|
|
/s/ Ng Mun Huat |
|
Director |
|
October 1, 2024 |
Ng Mun Huat |
|
|
|
|
|
|
|
|
|
/s/ Jeremy Roberts |
|
Director |
|
October 1, 2024 |
Jeremy Roberts |
|
|
|
|
|
|
|
|
|
/s/ Fern Allen Thomas |
|
Director |
|
October 1, 2024 |
Fern Allen Thomas |
|
|
|
|
|
|
|
|
|
/s/ Liew Yu Ying |
|
Director |
|
October 1, 2024 |
Liew Yu Ying |
|
|
|
|
II-7
Exhibit 5.1
30 September 2024
VCI Global Limited
B03-C-8 Menara 3A
KL Eco City, No. 3 Jalan Bangsar
59200 Kuala Lumpur
Dear Sir / Madam
Re: VCI Global Limited (the “Company”)
We are lawyers qualified to practise in the British
Virgin Islands and have acted as British Virgin Islands legal counsel to the Company. We have been asked to issue this legal opinion in
connection with the filing by the Company of a registration statement on Form F-1 with the U.S. Securities and Exchange Commission (the
“Commission”) (the “Registration Statement”), under the Securities Act of 1933, as amended (the
“Securities Act”) relating to the Sale Shares (as defined below).
The Registration Statement relates to the resale
by Alumni Capital LP (“Alumni”) of up to 476,363,636 Ordinary Shares of VCI Global Limited (the “Sale Shares”)
which Sale Shares were acquired by Alumni as follows: (i) 276,363,636 Ordinary Shares acquired pursuant to the purchase agreement dated
1 August 2024 (and as amended by the Purchase Agreement Modification Agreement dated 27 September 2024), and (ii) 200,000,000 Ordinary
Shares and which shares are underlying pursuant to the purchase warrant agreement dated 1 August 2024, between the Company and Alumni.
We hereby consent to the filing of this opinion
letter as an exhibit to the Registration Statement and to the references to our firm under the heading “Legal Matters” in
the base prospectus included in the Registration Statement (the “Prospectus”). In providing our consent, we do not
thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission thereunder.
This
Opinion is given only on the laws of the British Virgin Islands in force at the date hereof and is based solely on matters of fact known
to us at the date hereof. We have not investigated the laws or regulations of any jurisdiction other than the British Virgin Islands (collectively,
“Foreign Laws”).
We express no opinion as to matters of fact or, unless expressly stated otherwise, the veracity of any representations or warranties given
in or in connection with any of the documents set out in Schedule 1.
| 2. | DOCUMENTS REVIEWED AND ENQUIRIES MADE |
In
giving this Opinion, we have undertaken the Searches and reviewed originals, copies, drafts, conformed copies, certified copies or notarised
copies of the documents set out in Schedule 1.
| 3. | ASSUMPTIONS AND QUALIFICATIONS |
This
Opinion is given on the basis that the assumptions set out in Schedule 2 (which
we have not independently investigated or verified) are true, complete and accurate in all respects. In addition, this Opinion is subject
to the qualifications set out in Schedule 3.
Having regard to such legal considerations
as we deem relevant, we are of the opinion that:
| 4.1 | Due incorporation, existence and status |
The
Company has been duly incorporated as a BVI business company, limited by shares, under the BVI Business Companies Act (the “Act”),
is validly existing and was in good standing with the Registrar of Corporate Affairs in the British Virgin Islands at the date of the
Certificate of Good Standing (the “Registrar”).
The Company has full
power (including both capacity and authority) under its Memorandum and Articles to enter into, deliver and perform its obligations under
the Documents and to offer the Sale Shares for re-sale pursuant to the Registration Statement.
The offer by the Company
of the Sale Shares does not contravene:
| (a) | any law to which the Company is currently subject in the British Virgin Islands; or |
| (b) | any provision of the Memorandum and Articles. |
| 5.1 | Except as specifically referred to in this Opinion we have not examined, and give no opinion on, any contracts,
instruments or other documents (whether or not referred to in, or contemplated by, the Documents). We do not give any opinion on the commercial
merits of any transaction contemplated or entered into under or pursuant to the Documents. |
| 5.2 | This Opinion (and any obligations arising out of or in connection with it) is given on the basis that
it shall be governed by and construed in accordance with the laws of the British Virgin Islands. By relying on the opinions set out in
this Opinion the addressee(s) hereby irrevocably agree(s) that the courts of the British Virgin Islands are to have exclusive jurisdiction
to settle any disputes which may arise in connection with this Opinion. |
| 5.3 | We assume no responsibility to advise any person entitled to rely on this Opinion, or to undertake any
investigations, as to any change in British Virgin Islands law (or its application) or factual matters arising after the date of this
Opinion, which might affect the opinions set out herein. |
| 5.4 | This opinion deals only with the specified legal issues expressly addressed herein, and you should not
infer any opinion that is not explicitly stated herein from any matter addressed in this opinion. |
| 5.5 | This opinion is issued solely in connection with the Registration Statement and Prospectus and the offering
of the Sale Shares by the Company and is not to be relied upon in respect of any other matter. |
Yours faithfully
Carey Olsen
Schedule 1
Documents
Reviewed and ENQUIRIES made
For the purpose of this Opinion,
we have reviewed originals, copies, drafts or conformed copies of the following documents:
| 1. | The certificate of incorporation of the Company obtained by us pursuant to the Company Searches. |
| 2. | The memorandum and articles of association of the Company (the “Memorandum and Articles”)
obtained by us pursuant to the Company Searches. |
| 3. | A certificate of good standing relating to the Company issued by the Registrar, dated 30 September 2024
(the “Certificate of Good Standing”). |
| 4. | A registered agent’s certificate dated 30 August 2024 (the “Certificate”) issued
by the Registered Agent. |
| 1. | The information revealed by our search of the Company’s public records on file and available for
public inspection from the Registrar at the time of our search on 30 September 2024 (the “Company Searches”), including
all relevant forms and charges (if any) created by the Company and filed with the Registrar pursuant to section 163 of the BVI Business
Companies Act (the “Act”). |
| 2. | The public information revealed by our search of the Company on the electronic records of the Civil Division
and the Commercial Division of the Registry of the High Court and the Court of Appeal (Virgin Islands) Register, each from 1 January 2000,
as maintained on the Judicial Enforcement Management System by the Registry of the High Court of the Virgin Islands, conducted on 30 September
2024 (the “High Court Search”, together with the Company Searches, the “Searches”). |
| 1. | A final copy of the Prospectus and the Registration Statement. |
The documents listed
in paragraph C of this Schedule are together, the “Documents”.
The documents listed
in this Schedule are the only documents and/or records we have examined and the only searches and enquiries we have carried out for the
purposes of this Opinion.
SCHEDULE 2
Assumptions
We have assumed:
| (a) | the genuineness and authenticity of all signatures and the conformity to
the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which
such copies were taken; |
| (b) | that where a document has been examined by us in draft form, it will be
or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes
thereto have been marked or otherwise drawn to our attention; |
| (c) | the accuracy and completeness of all factual representations made in the
Registration Statement and the Documents reviewed by us; |
| (d) | that the public records of the Company we have examined are accurate and
that the information disclosed by the Searches is true and complete. |
| (e) | that the Resolutions were signed by all or a majority of the directors,
as the case may be, in the manner prescribed in the Company’s articles of association, remain in full force and effect and have
not been rescinded or amended; |
| (f) | that there is no provision of the law of any jurisdiction, other than the
British Virgin Islands, which would have any implication in relation to the opinions expressed herein; |
| (g) | that upon issue of any shares to be sold by the Company, the Company will
receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; |
| (h) | the Company’s issuance of any Ordinary Shares is or will be in compliance
with its Memorandum and Articles; |
| (i) | that Memorandum and Articles will not be amended in any manner that would
affect the opinions set forth herein; |
| (j) | that the Registration Statement has been declared effective by the Commission
prior to, or concurrent with, the sale of the Sale Shares pursuant to the Registration Statement; |
| (k) | the Registration Statement and the transactions contemplated thereunder
complies with the requirements of the applicable rules of the Nasdaq Capital Market and the Securities Act; |
| (l) | the capacity, power and authority of each of the parties to the Documents,
as the case may be, other than the Company, to enter into and perform its respective obligations thereunder; |
| (m) | the due execution and delivery of the Documents by each of the parties thereto,
other than the Company, and the physical delivery thereof by the Company with an intention to be bound thereby; |
| (n) | the validity and binding effect under the laws of such jurisdiction (the
“Foreign Laws”) of the Documents in accordance with its terms; |
| (o) | the validity and binding effect under the Documents of the submission by
the Company to the exclusive jurisdiction of the relevant state and federal courts of the United States of America (the “Foreign
Courts”); |
| (p) | no invitation has been or will be made by or on behalf of the Company to
the public in the British Virgin Islands to subscribe for any shares of the Company; |
| (q) | that on the date of entering into the Documents the Company is, and after
entering into the Documents the Company is and will be able to, pay its liabilities as they become due; and |
| (r) | none of the parties to the Documents is carrying on unauthorised financial
services business for the purposes of the Financial Services Commission Act of the British Virgin Islands, and |
| (s) | that the contents of the Registered Agent’s Certificate are true and
correct as of the date of issue. |
SCHEDULE 3
qualifications
| 1. | The obligations under the Documents will not necessarily be legal, valid, binding or enforceable in all
circumstances and this Opinion is not to be taken to imply that each obligation would necessarily be capable of enforcement or be enforced
in all circumstances in accordance with its terms. In particular, but without limitation: |
| (a) | the binding effect, validity and enforceability of obligations may be limited by laws relating to bankruptcy,
insolvency, moratorium, liquidation, dissolution, re-organisation and other laws of general application relating to, or affecting the
rights of, creditors; |
| (b) | enforcement may be limited by general principles of equity (for example, equitable remedies such as specific
performance or the issuing of an injunction are available only at the discretion of the court and may not be available where damages are
considered to be an adequate alternative and we therefore express no opinion on whether such remedies will be granted if sought); |
| (c) | claims may be or become barred under the laws relating to the prescription and limitation of actions or
may become subject to the general doctrine of estoppel or waiver in relation to representations, acts or omissions of any relevant party
or may become subject to defences of set-off or counterclaim; |
| (d) | where obligations are to be performed in a jurisdiction outside the British Virgin Islands, they may not
be enforceable in the British Virgin Islands to the extent that performance would be illegal under the laws of that jurisdiction; |
| (e) | the courts of the British Virgin Islands have jurisdiction to give judgment in the currency of the relevant
obligation; |
| (f) | obligations to make payments that may be regarded as penalties will not be enforceable; |
| (g) | a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory
power; |
| (h) | there exists doubt as to enforceability of any provision whereby the Company covenants not to exercise
powers specifically given to its Members by the Act; |
| (i) | the enforcement of contractual obligations may be limited by the provisions of British Virgin Islands
law applicable to agreements or contracts held to have been frustrated by events happening after the relevant agreement or contract was
entered into; |
| (j) | the enforcement of obligations may be invalidated or vitiated by reason of fraud, duress, undue influence,
mistake, illegality or misrepresentation; |
| (k) | the courts of the British Virgin Islands may: |
| (i) | refuse to enforce a provision that amounts to an indemnity in respect of the costs of enforcement or of
unsuccessful proceedings brought in the British Virgin Islands where such courts have already made an order to that effect; |
| (ii) | decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to
the Documents in matters where they determine that such proceedings may be tried in a more appropriate forum; and/or |
| (iii) | find that a hybrid dispute resolution clause, though generally recognised under British Virgin Islands
law, is unenforceable on the grounds, amongst others, that it confers concurrent jurisdiction on an arbitral tribunal and the courts of
the British Virgin Islands; |
| (l) | provisions that purport to require parties to reach agreement in the future may be unenforceable for lack
of certainty; |
| (m) | an agreement made by a person in the course of carrying on unauthorised financial services business is
unenforceable against the other party to the agreement under section 50F of the Financial Services Commission Act, 2001; |
| (n) | where the courts of the British Virgin Islands determine that a contractual term may be interpreted in
more than one manner the courts may employ the one that is deemed to be most consistent with business and common sense; |
| (o) | it is possible that a judgment (in the British Virgin Islands or elsewhere) relating to a particular agreement
or instrument would be held to supersede the terms of such agreement or instrument with the effect that, notwithstanding any express term
to the contrary in such agreement or instrument, such terms would cease to be binding; and |
| (p) | there is a presumption that the courts of the British Virgin Islands will give effect to an exclusive
jurisdiction clause in an agreement and upon application, may stay proceedings brought in the British Virgin Islands or grant an anti-suit
injunction against a party that commences proceedings elsewhere where such proceedings are in breach of the exclusive jurisdiction clause,
unless a party can satisfy the courts of the British Virgin Islands that it would be just and equitable to depart from that presumption
(for example, not to do so would deprive one party of access to justice). |
| 2. | To maintain the Company in good standing under the laws of the British Virgin Islands, the Company must
inter alia pay annual filing fees to the Registrar, comply with its economic substance requirements and obligations under the Virgin Islands
Economic Substance (Companies and Limited Partnerships) Act, 2018 and file a copy of its register of directors with the Registrar. |
| 3. | We make no comment on references to any Foreign Laws or to any representations or warranties made in any
agreement or document. |
| 4. | We express no view as to the commercial terms of the Documents or whether such terms represent the intentions
of the parties and make no comment with regard to the representations that may be made by the Company. |
| 5. | We offer no opinion as to whether the acceptance of, or the execution or performance of, the Company’s
obligations under the Documents will or may result in the breach or infringement of any other deed, contract or document entered into
by, or binding upon, the Company (other than the Memorandum and Articles). |
Page 6 / 6
Exhibit 5.2
October 1, 2024
VCI Global Limited
KL Eco City, No. 3 Jalan Bangsar
59200 Kuala Lumpur
To whom it may concern:
We have acted as United States
securities law counsel to VCI Global Limited, a company incorporated under the BVI Business Companies Act, 2004 (as amended) of the British
Virgin Islands (the “Company”) in connection with filing with the U.S. Securities and Exchange Commission (Commission)
of a registration statement on Form F-1 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) (the
“Registration Statement”).
The Registration Statement
relates to the resale from time to time by Alumni Capital LP (“Alumni Capital”), including its transferees, donees,
pledgees or successors-in-interest (the “Selling Shareholder”) identified in the preliminary prospectus contained in
the Registration Statement (and together with the final prospectus being prepared, the “Prospectus”) of offering and
resale of up to 476,363,636 of our ordinary shares, no par value per share (the “Ordinary Shares”), which include up
to (i) 276,363,636 Ordinary Shares (the “Purchase Shares”) that may be issued and sold to the Selling Shareholder pursuant
to a the Purchase Agreement dated as of August 1, 2024 between us and Alumni Capital, as amended by the Purchase Agreement Modification
Agreement dated September 27, 2024 (as so amended, the “Purchase Agreement”), and (ii) 200,000,000 Ordinary Shares
(the “Warrant Shares” and together with the Purchase Shares, the “Selling Shareholder Shares”) that
can be underlying a warrant (the “Alumni Warrant”) to purchase Ordinary Shares issued to Alumni Capital as a commitment
fee pursuant to the Purchase agreement. All terms used herein have the meanings defined for them in the Purchase Agreement unless otherwise
defined herein.
As counsel to the Company
in connection with the issuance of and resale of the above-referenced Selling Shareholder Shares and Alumni Warrants, we have reviewed
the Registration Statement, Prospectus and the respective exhibits thereto and the Purchase Agreement. We have also reviewed such corporate
documents and records of the Company, such certificates of public officials and officers of the Company and such other matters as we have
deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed: (i) the authenticity of original documents
and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth,
accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and
records we have reviewed; (iv) that, as set forth in a separate opinion delivered to the Company on the date hereof by Carey Olsen (BVI)
L.P., British Virgin Islands counsel to the Company, the Alumni Warrants have been duly authorized; and (v) the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than
the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements
or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties.
As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral
or written statements and representations of officers and other representatives of the Company.
We have also assumed that
(i) the Company has been duly incorporated, and is validly existing and in good standing; (ii) the Company has requisite legal status
and legal capacity under the laws of the jurisdiction of its incorporation; (iii) the Company has complied and will comply with all aspects
of the laws of the jurisdiction of its incorporation, in connection with the transactions contemplated by, and the performance of its
obligations under the Alumni Warrants; (iv) the Company has the corporate power and authority to execute, deliver, and perform all its
obligations under the Alumni Warrants; (v) the Alumni Warrants have been duly authorized by all requisite corporate action on the part
of the Company; (vi) except to the extent expressly stated in the opinions contained herein, the opinions stated herein are limited to
the agreements specifically identified in the Exhibit 4.6 (Form of Alumni Warrants) to the Registration Statement and Exhibits 10.16 and
10.17 (Form of a Purchase Agreement, as amended) without regard to any agreement or other document referenced in such agreement (including
agreements or other documents incorporated by reference or attached or annexed thereto); (vii) the transactions contemplated hereby shall
be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York,
without regard to the conflict of laws principles thereof; (viii) service of process will be effected in the manner and pursuant to the
methods of the State of New York at the time such service is effected; and (ix) at the time of exercise of the Alumni Warrants, a sufficient
number of Ordinary Shares that have been reserved by the Company’s board of directors or a duly authorized committee thereof will
be authorized and available for issuance.
1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
Page 2 of 2
Based on the foregoing, and
subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that (i) when the Alumni Warrants are
duly executed and delivered by the Company and paid for as described the Purchase Agreement, such Alumni Warrants will constitute the
legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy,
insolvency or other similar laws affecting creditors’ rights and to general equitable principles.
The opinion set forth above
are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors;
(ii) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether enforcement is considered
in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; and (iii) the
unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution
to, a party with respect to liability where such indemnification or contribution is contrary to public policy. We express no opinion concerning
the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws.
Our opinion is limited to
the laws of New York. We express no opinion as to the effect of the law of any other jurisdiction. Our opinion is rendered as of the date
hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that
hereafter may come to our attention. We advise you that matters of British Virgin Islands law are covered in the opinion of Carey Olsen
(BVI) L.P., British Virgin Islands counsel for the Company, in Exhibit 5.1 to the Registration Statement.
We hereby consent to the inclusion
of this opinion as Exhibit 5.2 to the Registration Statement and to the references to our firm therein and in the Prospectus under the
caption “Legal Matters.” In giving our consent, we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, |
| |
| /s/ Sichenzia Ross Ference Carmel LLP |
| Sichenzia Ross Ference Carmel LLP |
1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
Exhibit 10.17
PURCHASE AGREEMENT MODIFICATION AGREEMENT
THIS MODIFICATION AGREEMENT
(this “Modification Agreement”) is made and entered into effective as of September 23, 2024 (the “Effective Date”),
by and between VCI GLOBAL LIMITED, a British Virgin Islands corporation (“Company”), and ALUMNI CAPITAL LP, a Delaware limited
partnership (“Investor”).
Recitals
A. Company
and Investor are parties to a Purchase Agreement dated as of August 1, 2024 (the “Purchase Agreement”).
B. Pursuant
to the Purchase Agreement, the Company and Investor entered into an agreement whereby the Investor shall purchase up to Five Million Dollars
($5,000,000) from time to time, subject to the terms and conditions in the agreement, with the Commitment Period beginning on the Execution
Date of August 1, 2024 and ending on December 31, 2025.
C. Company
and Investor have agreed to modify the Purchase Agreement in accordance with the terms and conditions set forth in this Modification Agreement.
Modification Agreement
In consideration of the mutual
covenants and agreements set forth in this Modification Agreement, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Company and Investor hereby agree as follows:
1.
Amendment to Purchase Agreement.
1.1
Commitment Amount. Pursuant to Section 1 of the Purchase Agreement titled “Certain Definitions”, “Commitment
Amount” shall be $35,000,000.
2.1
Registration Rights (Section 7). Pursuant to Section 7 of the Purchase Agreement titled “Registration Rights”, Section
7.1 shall be The Company shall file a Prospectus Supplement on effective Form F-1 or Form F-3 (whichever applicable) for the resale of
the Purchase Notice Securities, not later than five (5) calendar days after the Execution Date and file an F-1 for the resale of remaining
Registrable Securities (both the Purchase Notice Securities & Warrant Shares), not later than October 10, 2024 (the “Initial
Registration Statement”). The Company shall use its commercially reasonable efforts to (i) cause every Registration Statement
(as defined below) to be declared effective by the SEC as soon as practicable, and (ii) keep the Registration Statement continuously effective
under the Securities Act until the Investor ceases to hold Registrable Securities. The Registration Statement shall provide for any method
or combination of methods of resale of Registrable Securities legally available to, and requested by, the Investor, and shall comply with
the relevant provisions of the Securities Act and Exchange Act. The Investor acknowledges that it will be identified in the Registration
Statement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act with respect to the resale of the Purchase Notice
Securities, and the Investor shall furnish all information reasonably requested by the Company for inclusion therein. If Form F-3 becomes
available for the registration of the resale of all of the Registrable Securities hereunder, the Company shall use such Form; provided,
however, if Form F-3 is not available for the registration of the resale of all of the Registrable Securities hereunder, the Company shall
maintain the effectiveness of the Registration Statement then in effect until such time as a registration statement on Form F-3 covering
all of the Registrable Securities has been declared effective by the SEC.
2. Other
Provisions in Full Force. Except as specifically provided herein, the Purchase Agreement shall remain in full force and effect
in accordance with the original terms and conditions.
3. Notices.
Any notice required, permitted or contemplated hereunder shall be in accordance with the applicable “Notices” provision in
the Purchase Agreement.
4. Miscellaneous.
This Modification Agreement sets forth the entire agreement of the parties with respect to the subject matter of this Modification Agreement
and supersedes all previous understandings, written or oral, in respect of this Modification Agreement. This Modification Agreement may
be signed by facsimile signatures or other electronic delivery of an image file reflecting the execution hereof, and if so signed, (a)
may be relied on by each party as if the document were a manually signed original and (b) will be binding on each party for all purposes.
This Modification Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors
and assigns. This Modification Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all
which together shall constitute one and the same agreement. If any term of this Modification Agreement is found invalid by a court of
competent jurisdiction, the invalid term will be considered excluded from this Modification Agreement and will not invalidate the remaining
terms of this Modification Agreement. At no time shall the prior or subsequent course of conduct by Company or Investor directly or indirectly
limit, impair, or otherwise adversely affect any of the parties’ rights or remedies in connection with this Modification Agreement
or any of the documents, instruments and agreements executed in connection herewith, as Investor and Company agree that this Modification
Agreement and the documents, instruments, and agreements executed in connection herewith shall only be amended by written instruments
executed by Investor and Company. This Modification Agreement is made and entered into for the protection and benefit of Investor and
Company and their permitted successors and assigns, and no other person, association, authority or entity shall be a direct or indirect
beneficiary of or have any direct or indirect cause of action or claim in connection with this Modification Agreement.
IN WITNESS WHEREOF, Investor
and Company have executed this Modification Agreement to be effective as of the Effective Date.
VCI GLOBAL LIMITED |
|
|
|
|
By: |
|
|
|
Dato’ Victor Hoo, Chief Executive Officer |
|
|
|
|
Accepted as of the Effective Date. |
|
|
|
|
ALUMNI CAPITAL LP |
|
|
|
|
By: |
|
|
|
Ashkan Mapar, General Partner |
|
3
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We hereby consent to the incorporation by reference
to this Registration Statement on Form F-1 of VCI Global Limited and its subsidiaries (collectively the “Company”) of our
report dated April 30, 2024 included in this Company’s annual report on Form 20-F, relating to the audit of the consolidated statement
of financial position of the Company as of December 31, 2023 and 2022, and the related consolidated statement of profit or loss and comprehensive
income (loss,) changes in equity, and cash flows in each of the year for the three years period ended December 31, 2023 and the related
notes included herein.
We also consent to the reference of WWC, P.C.
as an independent registered public accounting firm, as experts in matters of accounting and auditing.
|
/s/ WWC, P.C. |
San Mateo, California |
WWC, P.C. |
October 1, 2024 |
Certified Public Accountants |
|
PCAOB ID: 1171 |
Exhibit 107
Calculation of Filing Fee Tables
Form F-1
VCI GLOBAL LIMITED
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward
Securities
| |
| |
| |
| | |
| | |
Proposed Maximum | | |
| | |
| | |
| |
| |
Security
Type | |
Security Class Title | |
Fee
Calculation Rule | | |
Amount
Registered(1) | | |
Offering
Price Per Share | | |
Maximum
Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee(2) | |
Fees to Be Paid | |
Equity | |
Ordinary Share, no par value per share | |
| 457(c) | | |
| 276,363,636 | | |
$ | 0.135 | | |
$ | 37,309,090.86 | | |
| 0.0001531 | | |
$ | 5,712.02 | |
| |
Other | |
Warrants to purchase Ordinary Shares (3) | |
| 457(g) | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| |
Equity | |
Ordinary
Share, no par value per share, underlying the Warrants | |
| 457(c) | | |
| 200,000,000 | | |
$ | 0.135 | | |
$ | 27,000,000 | | |
| 0.0001531 | | |
$ | 4,133.70 | |
| |
| |
Total Offering Amounts | |
| | | |
| 476,363,636 | | |
$ | 0.135 | | |
| 64,309,090.86 | | |
| | | |
| | |
| |
| |
Total Fees Previously Paid | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 9,845.72 | |
| |
| |
Total Fee Offsets | |
| | | |
| | | |
| | | |
| | | |
| | | |
| — | |
| |
| |
Net Fee Due | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 9,845.72 | |
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as
amended, this registration statement also covers such additional shares as may hereafter be offered or issued to prevent dilution resulting
from stock splits, stock dividends, recapitalizations or certain other capital adjustments. |
| (2) | Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended. The price per share and aggregate offering price are
based on the average of the high and low prices of the Registrant’s ordinary shares on September 30, 2024 as reported on the Nasdaq
Capital Market. |
| (3) | No additional registration fee is payable pursuant to Rule
457(g) under the Securities Act. |
VCI Global (NASDAQ:VCIG)
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