Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-279521
Prospectus Supplement
(To Prospectus dated May 28, 2024)
![](https://www.sec.gov/Archives/edgar/data/1930510/000121390024065107/image_001.jpg)
Up to $4,600,000
Ordinary Shares
This prospectus supplement relates to the issuance
and sale of up to $4,600,000 of our ordinary shares, no par value per share (the “Offered Shares”), to Alumni Capital
LP (“Alumni Capital”). The ordinary shares will be sold upon the satisfaction of certain conditions set forth in the
Purchase Agreement at a purchase price per share computed under the purchase agreement (the “Purchase Agreement”) between
the Company and Alumni Capital, dated as of August 1, 2024. We have also issued to Alumni capital as a commitment fee, a three year ordinary
share purchase warrant (the “Commitment Warrant”) to purchase a number of ordinary shares that is determined by a formula
that is described under “Alumni Capital Purchase Agreement” at a per share exercise price that is determined on the
date of exercise and will equal $15,000,000 divided by the number of outstanding ordinary shares on such exercise date. Neither the Commitment
Warrant nor the ordinary shares underlying the Commitment Warrant is covered by this prospectus supplement.
Alumni Capital is an underwriter within the meaning of Section 2(a)(11)
of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The registration of the Offered Shares hereunder
does not mean that Alumni Capital will actually purchase or that the Company will actually issue and sell all or any of the Offered Shares
being registered pursuant to the registration statement related to this prospectus supplement.
You should read this prospectus
supplement, the base prospectus, and any additional prospectus supplement or amendment carefully before you invest in our securities.
Our ordinary shares are listed on the Nasdaq Capital Market (“Nasdaq”)
under the symbols “VCIG.” On August 2, 2024, the last reported sale price of our ordinary shares on Nasdaq was $0.2837 per
share.
As of August 5, 2024, the aggregate market value of our ordinary
shares held by our non-affiliates was approximately $42,900,924, based upon 61,287,034 outstanding ordinary shares held by non-affiliates
at a per share price of $0.70, the closing sale price of the ordinary shares on Nasdaq on June 6, 2024. Pursuant to General Instruction
I.B.5 of Form F-3, in no event will the Company sell securities in a public offering with a value exceeding more than one-third of the
Company’s “public float” (i.e., the aggregate market value of the Common Shares held by non-affiliates) in any 12-month
period so long as the public float remains below $75.0 million. The Company has sold $6,157,886.47 of its securities during the 12 calendar
months prior to and including the date of this prospectus supplement and is currently offering an additional $3,500,000 in securities
through its at-the-market facility, in each case, in reliance on General Instruction I.B.5 of Form F-3.
Investing in our securities
involves a high degree of risk. See “Risk Factors” section beginning on page S-6.
We are an “emerging
growth company,” as that term is defined under the federal securities laws and, as such, we have elected to comply with certain
reduced public company reporting requirements and may elect to do so in future filings.
Neither the SEC nor any
state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is August
5, 2024.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PROSPECTUS
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
base prospectus are part of a “shelf” registration statement on Form F-3 that we filed with the Securities and Exchange
Commission, or the SEC or Commission, on May 17, 2024. This document is in two parts. The first part is this prospectus supplement, which
describes the terms of this offering of our ordinary shares and adds to and updates the information contained in the accompanying base
prospectus. The second part, the accompanying base prospectus, provides more general information, some of which may not apply to this
offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is
a conflict between the information contained in this prospectus supplement and the information contained in the accompanying base prospectus,
you should rely on the information in this prospectus supplement.
This prospectus supplement and the accompanying
base prospectus relate to the offering of our ordinary shares. Before buying any of the ordinary shares offered hereby, we urge you to
read carefully this prospectus supplement and the accompanying base prospectus, together with the information incorporated herein by reference
as described below under the heading “Incorporation of Certain Information by Reference.” This prospectus supplement
contains information about the ordinary shares offered hereby and may add to, update or change information in the accompanying base prospectus.
You should rely only on the information contained
in, or incorporated by reference into, this prospectus supplement and the accompanying base prospectus. We have not, and the Manager has
not, authorized anyone to provide you with different or additional information.
We are not making offers to sell or solicitations
to buy our ordinary shares in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that
offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume
that the information in this prospectus supplement and the accompanying base prospectus is accurate only as of the date on the front of
the respective document and that any information that we have incorporated by reference is accurate only as of the date of the document
incorporated by reference, regardless of the time of delivery of this prospectus supplement or the accompanying base prospectus or the
time of any sale of our ordinary shares.
This prospectus supplement and the accompanying
base prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to
the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of
some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the
registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You
Can Find More Information.”
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made
solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties
to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties
or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied
on as accurately representing the current state of our affairs.
This prospectus supplement and the accompanying
base prospectus contain and incorporate by reference market data and industry statistics and forecasts that are based on independent industry
publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy
or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements
regarding the market and industry data presented in this prospectus supplement, the accompanying base prospectus or the documents incorporated
herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those
discussed under the headings “Risk Factors” in this prospectus supplement and the accompanying base prospectus, and
under similar headings in the other documents that are incorporated herein by reference. Accordingly, investors should not place undue
reliance on this information.
References in this prospectus to the terms references
to the “Company,” the “registrant,” “VCI,” “VCI Global,” “we,” “our,”
or “us” in this prospectus mean VCI Global Limited, a BVI business company, unless we state otherwise or the context indicates
otherwise.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated
by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E
of the Exchange Act. All statements other than statements of historical facts contained in this prospectus and the documents incorporated
by reference herein, including statements regarding our future results of operations and financial position, business strategy, research
and development plans, the anticipated timing, costs, design and conduct of our ongoing and planned research and development for our products
and services, our ability to commercialize our products, the impact of the COVID-19 pandemic and global geopolitical events, such as the
ongoing conflict between Russia and Ukraine and the Middle East conflicts, on our business, the potential benefits of strategic agreements
and our intent to enter into any strategic arrangements, the timing and likelihood of success, plans and objectives of management for
future operations, and future results of anticipated product development efforts, are forward-looking statements. These statements involve
known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be
materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. This
prospectus and the documents incorporated by reference herein also contain estimates and other statistical data made by independent parties
and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations,
and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance
and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.
In some cases, you can identify forward-looking
statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,”
“plan,” “anticipate,” “intend,” “target,” “project,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative
of these terms or other similar expressions. The forward-looking statements in this prospectus and the documents incorporated by reference
herein are only predictions. We have based these forward-looking statements largely on our current expectations and projections about
future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking
statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions, which we
discuss in greater detail in the documents incorporated by reference herein, including under the heading “Risk Factors”
and elsewhere in this prospectus. The events and circumstances reflected in our forward-looking statements may not be achieved or occur
and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving
environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk
factors and uncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements.
Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this prospectus
or the documents incorporated by reference herein, whether as a result of any new information, future events, changed circumstances or
otherwise. For all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995.
MARKET, INDUSTRY AND OTHER DATA
This prospectus and any applicable prospectus
supplement and the documents incorporated by reference herein and therein contain estimates, projections, market research and other information
concerning, among other things, our industry, our business and markets for our products and services. Unless otherwise expressly stated,
we obtain this information from reports, research surveys, studies and similar data prepared by market research firms and other third
parties, industry, medical and general publications, government data and similar sources as well as from our own internal estimates and
research and from publications, research, surveys and studies conducted by third parties on our behalf. Information that is based on estimates,
projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ
materially from events and circumstances that are reflected in this information. As a result, you are cautioned not to give undue weight
to such information.
PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights selected information
contained or incorporated by reference in this prospectus supplement. This summary does not contain all of the information you should
consider before investing in the securities. Before making an investment decision, you should read the entire prospectus supplement and
the accompanying base prospectus carefully, including the risk factors section, the financial statements and the notes to the financial
statements incorporated herein by reference, and the documents that we incorporate by reference herein.
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 value 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 with 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; |
| ● | Evaluate
and assess clients’ businesses and perform initial public offering (“IPO”) readiness diagnostic, including health checks
on the company’s management, financial and legal structure; |
| ● | Assemble
external professionals for the IPO process and assist in building a quality management team, robust financial and corporate governance; |
| ● | Assist
in fine-tuning business plans, articulate compelling equity stories and advise on strategic options to maximize clients’ business
values; |
| ● | Manage
due diligence investigations and peer industry analysis; |
| ● | Prepare
pre-IPO investment presentations materials for clients; |
| ● | Liaise
with investors for pre-IPO capital raising; |
| ● | Design
marketing strategy and promote the company’s business; |
| ● | Assist
with cross-border listing in countries including but not limited to, Malaysia, China, Singapore, and the United States. |
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.
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:
| Ø | Digital
Development - We evaluate our 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. |
| Ø | 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. |
| Ø | 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. |
1 |
As of 2022, there were 991 publicly listed companies in Malaysia
(Refer: http://www.bursamalaysia.com/listing/listing_resources/ipo/listing_statistic) |
| Ø | 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
Nasdaq Deficiency Notice. On July
3, 2024, we received a deficiency notice (the “Notice”) from the Listing Qualifications Department (the “Staff”)
of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing
bid price for the our ordinary shares had been below the minimum of $1.00 per ordinary share required for continued listing on the Nasdaq
Capital Market (the “Minimum Bid Price Rule”) and did not meet the Minimum Bid Price Rule set forth in Nasdaq Listing Rule
5550(a)(2). The Notice has no immediate effect on the listing of the ordinary shares, which will continue to trade on the Nasdaq Capital
Market under the symbol “VCIG” without interruption at this time. In accordance with Nasdaq Listing Rules, the Company has
180 calendar days, or until December 30, 2024, to regain compliance with the Minimum Bid Price Rule. If at any time before December 30,
2024, the closing bid price of the ordinary shares is at least $1.00 per ordinary share for a minimum of 10 consecutive business days,
the Staff will provide written confirmation that we have achieved compliance with the Minimum Bid Price Rule and the matter will
be closed.
If we do not regain compliance with the Minimum
Bid Price Rule by December 30, 2024, we may be eligible for an additional 180-day calendar period to regain compliance or be subject
to delisting. Our business operations are not affected by the receipt of the Notice. We intend to monitor the closing bid price of our
ordinary shares and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse
share split of its outstanding ordinary shares, to regain compliance with the Minimum Bid Price Rule.
Consultancy Agreement. From June 11
to June 20, 2024, we issued 10,000,000 ordinary shares to our consultants pursuant to the Consultancy Agreement.
ATM Offering. On May 29, 2024,
we entered into an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Sales
Agent”), pursuant to which the Company may offer and sell, from time to time, its ordinary shares, through the Sales Agent in an
“at the market offering” (the “ATM Offering”), as defined in Rule 415(a)(4) promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), for an aggregate offering price of up to $14,205,937. Any ordinary shares
offered in the ATM Offering are issued pursuant to the Company’s registration statement on Form F-3 (File No. 333-279521) and the
prospectus contained therein, declared effective by the SEC on May 28, 2024, and the prospectus supplement dated May 29, 2024. On July
23, 2024, we filed a prospectus supplement to supplement and amend, the May 29, 2024 supplement
and May 28, 2024 prospectus to reduce the maximum aggregate gross sales price of our ordinary shares that may be offered, issued and
sold under the ATM Agreement from and after the date thereof to $3,500,000 (the “ATM Offering Size Reduction”), not including
ordinary shares previously sold. As of the date of the filing of this prospectus supplement, we have sold 2,147,230 ordinary shares that
are covered by the May 29, 2024 supplement pursuant to the ATM Agreement for an aggregate gross sales price of $1,456,009.10.
Transaction Shares.
On May 23, 2024,
we issued a total of 8,000,000 ordinary shares in equal amounts to four entities (the “Majority Representatives”) who represent
a majority of the outstanding shares of one of our clients (“X corp”). In return for the issuance of our shares to the Majority
Representatives, they agreed to ensure that a majority of the X corp shares would vote to approve a certain proposed corporate transaction
involving X corp and another one of our clients that is expected to occur within the next twelve months.
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 disposed of 5,000,000
ordinary shares and is, as of the date of this prospectus supplement, the beneficial owner of 12,917,981ordinary shares.
Public Offering. In January
2024, we issued 2,200,000 shares and accompanying Series A warrants and Series B warrants, each to purchase 2,200,000 of our
ordinary shares at an exercise price of $1.25 at a combined purchase price of $1.25 per ordinary share and accompanying Series A
warrant to purchase one ordinary share and Series B warrant to purchase one ordinary share. For a more detailed description of the
January public offering see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 19, 2024.
Warrant exercises. From January
2024 through April 2024, we issued 2,518,984 ordinary shares pursuant to the exercise of warrants that were issued in connection with
its January public offering at an exercise price of $1.25 per share.
Compensation of Directors. In January
2024, April 2024 and May 2024 we issued an aggregate of 1,170,863 ordinary shares to our directors as compensation.
Share issuances to consultants.
In April 2024, May 2024 and July 2024, we issued a total of 4,447,447 ordinary shares to consultants for services.
Private Placement. In April 2024
we issued 2,500,000 ordinary shares to Legacy Credit Sdn Bhd at a purchase price of $1.00 per share.
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.
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 http://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 supplement. 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 Being an Emerging Growth Company
We are an “emerging growth company,”
as defined in the Jobs Act. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following
the fifth anniversary of the date of the first sale of our ordinary shares pursuant to an effective registration statement under the Securities
Act; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (iii) the date on which
we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to
be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable
future, but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on
or before the last day of the fiscal year following the fifth anniversary of the date of the first sale of our ordinary shares pursuant
to an effective registration statement under the Securities Act. For so long as we remain an emerging growth company, we are permitted
and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging
growth companies.
These exemptions include:
| ● | being
permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements,
with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
disclosure; |
| ● | not
being required to comply with the requirement of auditor attestation of our internal controls over financial reporting; |
| ● | not
being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory
audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial
statements; |
| ● | reduced
disclosure obligations regarding executive compensation; and |
| ● | not
being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved. |
We have taken advantage of certain reduced reporting
requirements in this prospectus supplement and the accompanying base prospectus. Accordingly, the information contained herein may be
different than the information you receive from other public companies in which you hold stock.
An emerging growth company can take advantage
of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply
to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will not
be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public
reporting companies.
We are also a “smaller reporting company”
as defined in Rule 12b-2 of the Exchange Act, and have elected to take advantage of certain of the scaled disclosure available for smaller
reporting companies.
THE OFFERING
Ordinary shares offered by us pursuant to this prospectus supplement |
|
$4,600,000 ordinary shares. |
|
|
|
Ordinary shares outstanding as of August 5, 2024 |
|
86,035,657 |
|
|
|
Ordinary shares to be outstanding after this offering |
|
105,111,301 ordinary shares, which includes 19,075,644 Offered Shares,
assuming issuance of all of the Purchase Shares under the Purchase Agreement at a price of $0.2411452 per ordinary share (the “Assumed
Offering Price”), which is 85% of the last reported sale price of our ordinary shares on Nasdaq on August 2, 2024. The actual
number of Purchase Shares sold and issued will vary as the sales prices under this offering depend on a variety of factors. See “Alumni
Capital Purchase Agreement”. |
|
|
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Use of Proceeds |
|
We intend to use the net proceeds from this offering for general corporate
purposes and working capital. See “Use of Proceeds” on page S-9 of this prospectus supplement. |
|
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Risk Factors |
|
An investment in our ordinary shares involves a high degree of risk. See the
information contained in or incorporated by reference under “Risk Factors” on page S-6 of this prospectus
supplement and under similar headings in the other documents that are incorporated by reference herein, as well as the other
information included in or incorporated by reference in this prospectus supplement and the accompanying base prospectus. |
|
|
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The Nasdaq Capital Market symbol |
|
VCIG |
The number of our ordinary shares to be outstanding after this offering
is based on 86, 035,657 ordinary shares outstanding as of August 5, 2024. Unless specifically stated otherwise, the information in this
prospectus supplement is as of August 5, 2024 and excludes:
| ● | 250,000
ordinary shares issuable upon the exercise of warrants issued to Exchange Listing, LLC, at an exercise price of $4.00 per ordinary share; |
| ● | 1,881,016 ordinary shares issuable upon the exercise of the
warrants offered in the Company’s offering in January 2024, at an exercise price of $1.25 per ordinary share; and |
| ● | 176,000 ordinary shares issuable upon the exercise of the
warrants issued to StockBlock Securities, LLC, at an exercise price of $1.5625 per ordinary share. |
| | |
| ● | the ordinary shares issuable upon the exercise of the Commitment Warrants
as determined by the formula described under “Alumni Capital Purchase Agreement”. |
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 supplement and accompanying base 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. If any of these risks actually occur, our business, financial condition, results of operations or cash flow could
be harmed. This could cause the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please
also read carefully the section above titled “Cautionary Note Regarding Forward-Looking Statements.”
Risks Related to this Offering
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. 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.
In the event we are required to register as a broker-dealer, our
business model could be harmed.
We do not believe our current
business practices or operations require us to register as a broker-dealer under US federal and state laws. We restrict our activities
and services so as to not be deemed a broker-dealer under US state and federal regulations. However, if we were deemed by a relevant authority
to be acting as a broker-dealer, we could be subject to a variety of penalties, including fines and rescission offers and could be required
to register as a broker-dealer, which would increase our costs, especially our compliance costs. If in those circumstances we decided
not to register as a broker-dealer or act in association with a broker-dealer in our transactions, we may not be able to continue to operate
under our current business model which could have a material adverse effect on our business and financial prospects.
You may experience future dilution as a result of future equity
offerings.
In order to raise additional capital, we may in
the future offer additional shares of our ordinary shares or other securities convertible into or exchangeable for our ordinary shares.
We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the
price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights
superior to existing stockholders. The price per share at which we sell additional shares of our ordinary shares or other securities convertible
into or exchangeable for our ordinary shares in future transactions may be higher or lower than the price per share in this offering.
Our management will have broad discretion
over the use of the net proceeds from this offering, you may not agree with how we use the proceeds, and the proceeds may not be invested
successfully.
Our management will have broad discretion in the
application of the net proceeds from this offering, and our shareholders will not have the opportunity as part of their investment decision
to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine
our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure
by our management to apply these funds effectively could harm our business. See “Use of Proceeds” on page S-9 of this prospectus
supplement for a description of our proposed use of proceeds from this offering.
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 the purpose 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 (as 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 legal and tax advisors regarding all aspects of the application of the PFIC rules to ordinary shares.
If tax authorities were
to successfully challenge our transfer pricing, there could be an increase in our overall tax liability, which could adversely affect
our financial condition, results of operations and cash flows. In addition, the tax laws in the jurisdictions in which we operate are
subject to differing interpretations. Tax authorities may challenge our tax positions, and if successful, such challenges could increase
our overall tax liability. In addition, the tax laws in the jurisdiction in which we operate are subject to change. We cannot predict
the timing or content of such potential changes, and such changes could increase our overall tax liability, which could adversely affect
our financial condition, results of operations and cash flows.
IN ADDITION TO THE ABOVE RISKS, BUSINESSES
ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP
IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF THE COMPANY’S SECURITIES.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement,
the accompanying base prospectus and the documents incorporated herein by reference contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions
of Section 27A of the Securities Act and Section 21E of the Exchange Act that reflect our current expectations
and views of future events. Readers are cautioned that significant known and unknown risks, uncertainties and other factors, including
those listed under “Risk Factors” and the risk factors incorporated by reference herein 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 overall ability (including our anticipated timing) to meet our goals and strategies; |
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the economic and capital markets impact of macro-economic and other conditions beyond our control (such as the war between Russia and Ukraine, the conflict between Israel and Hamas, inflation and interest rates); |
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our ability to anticipate our financial condition and results of operations; |
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relevant Government policies and regulations relating to our industry; and |
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our corporate structure and related laws, rules and regulations. |
These forward-looking statements involve various
risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations
may later be found to be incorrect. Our actual results of operations or the results of other matters that we anticipate could be materially
different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations
are generally set forth in “Risk Factors” and the other risk factors, disclosures and management’s discussions incorporated
into this prospectus supplement by reference. You should thoroughly read this prospectus supplement, the accompanying base prospectus
and the documents incorporated by reference 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.
The forward-looking statements
made in and incorporated by reference in this prospectus supplement relate only to events or information as of the date on which the statements
are made. 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 read this prospectus supplement, the accompanying base prospectus and the documents and exhibits thereto
incorporated by reference herein completely and with the understanding that our actual future results may be materially different from
what we expect.
USE OF PROCEEDS
The estimated net proceeds to the Company from this offering, assuming
issuance of all of the Offered Shares at the Assumed Offering Price, and after deducting the expenses of this offering (estimated to be
approximately $60,000), will be approximately $4,440,731.
We intend to use the net proceeds from this offering
for general corporate purposes and working capital. We may also use a portion of the net proceeds from this offering to acquire or invest
in complementary businesses, technologies, products or other intellectual property, although we have no present commitments or agreements
to do so.
The amounts and timing of our use of the net proceeds
from this offering will depend on a number of factors, such as the timing and progress of our commercialization efforts, research and
development efforts, the timing and progress of any partnering efforts, technological advances and the competitive environment for our
products. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds
to us from the sale of the ordinary share offered by us hereunder. Accordingly, our management will have broad discretion in the timing
and application of these proceeds. Pending application of the net proceeds as described above, we intend to temporarily invest the proceeds
in short-term, interest-bearing instruments.
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 were 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.
We expect to pay dividends 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:
| i. | the
value of the company’s assets exceeds its liabilities; and |
| ii. | the
company is able to pay its debts as they fall due. |
ALUMNI CAPITAL PURCHASE AGREEMENT
On August 1, 2024, we entered into the Purchase
Agreement with Alumni Capital. Pursuant to the terms of the Purchase Agreement, Alumni Capital has agreed to purchase from us up to $5,000,000
(the “Commitment Amount”) of our ordinary shares from time to time during the term of the Purchase Agreement Pursuant to the
terms of the Purchase Agreement, we have filed with the SEC this prospectus supplement regarding the sale and issuance of Offered Shares
under the Securities Act. In connection with the execution of the Purchase Agreement, we have issued the Commitment Warrant to Alumni
Capital as a commitment fee. The Commitment Warrant provides Alumni Capital with the right to purchase at any time until August 1, 2027,
up to a number of our ordinary shares equal to (i) 20% of the Commitment Amount less the aggregate Exercise Values of all previous partial
exercises of the Commitment Warrant, divided by (ii) the Exercise Price on the date of exercise. Neither the Commitment Warrant or the
ordinary shares underlying the Commitment Warrant are covered by this prospectus supplement.
“Exercise Value” means with respect
to any exercise of the Commitment 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 Commitment 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 Shares 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 Common 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 Offered 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 Shares cannot exceed $1,000,000 or the Beneficial Ownership
Limitation. We will deliver the Purchase Shares concurrently with the delivery of a Purchase Notice, which will be deemed delivered
on the same business day if Alumni Capital receives the Purchase Shares and the Purchase Notice by 8:00 a.m., New York time, or
on the next business day if Alumni Capital receives the Purchase Shares 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 Offered Shares registered in this offering
that may be issued or sold by us to Alumni Capital under the Purchase Agreement are expected to be freely tradable. The Offered Shares
registered in this offering may be sold until the end of the Commitment Period. The sale by Alumni Capital of a significant number of
ordinary shares at any given time could cause the market price of our Common 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 Offered Shares that may be available for us to sell pursuant
to the Purchase Agreement. If and when we do sell the Offered Shares 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 Offered
Shares to Alumni Capital under the Purchase Agreement, or if investors expect that we will do so, the actual sales of Offered Shares 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 Offered Shares 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 $5,000,000 in Offered Shares, which is exclusive
of the Commitment Warrants issued to Alumni Capital as consideration for its commitment to purchase the Offered Shares under the Purchase
Agreement. The Purchase Agreement generally prohibits us from issuing or selling to Alumni Capital under the Purchase Agreement any Offered
Shares that, when aggregated with all other Common Shares then beneficially owned by Alumni Capital and its affiliates, would exceed the
Beneficial Ownership Limitation.
Capitalized terms that are not defined herein may have meanings assigned
to them in the Purchase Agreement.
PLAN OF DISTRIBUTION
Pursuant to this prospectus supplement and the
accompanying prospectus, we are offering up to $4,600,000 of the ordinary shares that may be sold and issued by us directly to Alumni
Capital from time to time until the end of the Commitment Period pursuant to the terms of the Purchase Agreement, subject to the terms
and subject to the conditions set forth therein.
The Purchase Agreement provides that, at any time until the end of
the Commitment Period, and at our sole discretion, we may require Alumni Capital to purchase up to $5,000,000 in our ordinary shares.
The purchase price per share is based on the lowest traded price for the ordinary shares for the five (5) consecutive business days immediately
prior to the Closing Date with respect to the Purchase Notice multiplied by 85%. Alumni Capital may not assign its rights and obligations
under the Purchase Agreement. See “Alumni Capital Purchase Agreement” above.
The Offered Shares that we may from time to time
issue to Alumni Capital may be subsequently sold or distributed from time to time by Alumni Capital 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. Any resale of the Offered Shares could
be effected in one or more of the following methods:
| ● | ordinary brokerage transactions and transactions in which
the broker-dealer solicits purchasers; |
| ● | block trades in which the broker-dealer will attempt to sell
the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases by a broker-dealer as principal and resale by the
broker-dealer for its account; |
| ● | an exchange distribution in accordance with the rules of
the applicable exchange; |
| ● | privately negotiated transactions; |
| ● | in transactions through broker-dealers that agree with Alumni
Capital to sell a specified number of such securities at a stipulated price per security; |
| ● | through the writing or settlement of options, whether through
an options exchange or otherwise; |
| ● | a combination of any such methods of sale; or |
| ● | any other method permitted pursuant to applicable law. |
In order to comply with the securities laws of
certain states, if applicable, the Offered Shares may be sold through registered or licensed brokers or dealers. In addition, in certain
states, the Offered 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.
Brokers, dealers, underwriters or agents participating
in any distribution of the Offered Shares may receive compensation in the form of commissions, discounts, or concessions from the seller
and/or purchasers of the Common Shares for whom the broker-dealers may act as agent. The compensation paid to a particular broker-dealer
may be less than or in excess of customary commissions. Neither we nor Alumni Capital can presently estimate the amount of compensation
that any agent will receive.
Alumni Capital is an “underwriter”
within the meaning of Section 2(a)(11) of the Securities Act. Alumni Capital has informed us that it will use an unaffiliated broker-dealer
to effectuate all sales, if any, of the ordinary shares that it may purchase from us pursuant to the Purchase Agreement. Such sales will
be made on Nasdaq at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated
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.
We know of no existing arrangements between Alumni
Capital and any of our other shareholders, broker, dealer, underwriter, or agent relating to the sale or distribution of the Offered Shares
offered by this prospectus supplement.
We will pay all of our expenses incident to the
registration, offering, and sale of the shares to Alumni Capital.
We have agreed to indemnify Alumni Capital and
certain other persons against certain liabilities in connection with the offering of the Offered Shares, including liabilities arising
under the Securities Act.
Alumni Capital 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 Section 242.200 of Regulation SHO
of the U.S. Exchange Act) of our Common Shares or any hedging transaction which establishes a net short position with respect to the Common
Shares or any other Company securities. Alumni Capital agreed that during the term of the Purchase Agreement, neither it nor its affiliates
acting on its behalf or pursuant to any understanding with it will execute any of the foregoing transactions.
We have advised Alumni Capital that it is required to comply with Regulation M
promulgated under the U.S. Exchange Act. With certain exceptions, Regulation M precludes Alumni Capital, 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 shares offered by this prospectus supplement.
The transfer agent and registrar for our ordinary
shares is VStock LLC, 18 Lafayette Place, Woodmere, NY 11598. Their telephone number is (212) 828-8436.
Our ordinary shares are listed on The Nasdaq
Capital Market under the symbol “VCIG.”
LEGAL MATTERS
The validity of the issuance of the securities
offered hereby will be passed upon for us by Carey Olsen (BVI) L.P.
EXPERTS
WWC, P.C., our independent registered public accounting
firm, has audited our consolidated financial statements included in our Annual Report on Form 20-F for the year ended December 31, 2023,
as set forth in their report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration statement
of which this prospectus supplement forms a part. Our consolidated financial statements are incorporated by reference in reliance on WWC,
P.C.’s report for the consolidated financial statements for the fiscal year ended December 31, 2023 given on its authority as experts
in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
As permitted by SEC rules, this prospectus supplement
and accompanying base prospectus omits certain information and exhibits that are included in the registration statement of which this
prospectus and accompanying base prospectus form a part. Since this prospectus supplement may not contain all of the information that
you may find important, you should review the full text of these documents. If we have filed a contract, agreement, or other document
as an exhibit to the registration statement of which this prospectus supplement forms a part, you should read the exhibit for a more complete
understanding of the document or matter involved. Each statement in this prospectus supplement, including statements incorporated by reference
as discussed above, regarding a contract, agreement, or other document is qualified in its entirety by reference to the actual document.
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. All information filed with the SEC can be inspected over the
Internet at the SEC’s website at www.sec.gov.
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 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. In addition, we will not be required under the Exchange Act to file periodic or current reports and financial statements
with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information that we file with it into this prospectus supplement, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an important part of this prospectus. The information incorporated
by reference into this prospectus supplement is deemed to be part of this prospectus, and any information filed with the SEC after the
date of this prospectus supplement will automatically be deemed to update and supersede information contained in this prospectus supplement
and accompanying base prospectus.
The following documents previously filed with
the SEC are incorporated by reference in this prospectus supplement:
| ● | our
Annual Report on Form 20-F for the year ended December 31, 2023, filed on April 30, 2024; |
| ● | 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 and July 29, 2024; |
| ● | 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 |
All filings filed by us pursuant to the Exchange
Act after the date of the initial filing of the registration statement of which this prospectus supplement is a part and prior to effectiveness
of the registration statement shall be deemed to be incorporated by reference into this prospectus supplement.
We also incorporate by reference all additional
documents that we file with the Securities and Exchange Commission under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act that are made after the date of the initial registration statement but prior to effectiveness of the registration statement and after
the date of this prospectus supplement but prior to the termination of the offering of the securities covered by this prospectus supplement.
We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance
with Securities and Exchange Commission rules.
You should rely only on the information contained
or incorporated by reference in this prospectus supplement. We have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing
in this prospectus supplement is accurate only as of the date of this prospectus supplement. Our business, financial condition, results
of operations and prospects may have changed since that date.
Any statement contained in a document incorporated
or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for the purposes
of this prospectus supplement to the extent that a statement contained herein, or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein, modifies or supersedes that statement. The modifying or superseding statement
need not state it has modified or superseded a prior statement or include any other information set forth in the document that it modifies
or supersedes. The making of a modifying or superseding statement is not an admission for any purposes that the modified or superseded
statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact
that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.
Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus
supplement.
You may request, and we will provide you with,
a copy of these filings, at no cost, by calling us or by writing to us at the following address:
VCI Global Limited B03-C-8 Menara 3A
KL Eco City, No. 3 Jalan Bangsar
59200 Kuala Lumpur
+603 7717 3089
PROSPECTUS
$200,000,000
Ordinary Shares
Warrants
Debt Securities
Units
![](https://www.sec.gov/Archives/edgar/data/1930510/000121390024065107/image_001.jpg)
VCI GLOBAL Limited
From time
to time, we may offer and sell ordinary shares, debt securities or warrants to purchase ordinary shares or any combination of these securities,
either separately or in units, in one or more offerings in amounts, at prices and on terms that we will determine at the time of the offering.
The debt securities and warrants may be convertible into or exercisable or exchangeable for ordinary shares or debt securities shares
may be convertible into or exchangeable for ordinary shares. The aggregate initial offering price of all securities sold by us under this
prospectus will not exceed $200,000,000.
We may offer securities through underwriting syndicates
managed or co-managed by one or more underwriters or dealers, through agents or directly to purchasers. The prospectus supplement for
each offering of securities will describe in detail the plan of distribution for that offering. For general information about the distribution
of securities offered, please see “Plan of Distribution” in this prospectus. Each time our securities are offered,
we will provide a prospectus supplement containing more specific information about the particular offering and attach it to this prospectus.
The prospectus supplements may also add, update or change information contained in this prospectus. This prospectus may not be
used to offer or sell securities without a prospectus supplement that includes a description of the method and terms of that offering.
Our ordinary shares are quoted on The Nasdaq Capital
Market under the symbol “VCIG.” The last reported sale price of our ordinary shares on The Nasdaq Capital Market on May 16,
2024 was $0.96 per share.
The aggregate market value of our outstanding
ordinary shares held by non-affiliates is $23,367,813, based on 49,186,286 ordinary shares outstanding, of which 18,694,250 shares are
held by non-affiliates, and a share price of $1.25 per share, which was the closing sale price of our ordinary shares as quoted on Nasdaq
on April 29, 2024. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell our securities in a public primary
offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below
$75,000,000. As of the date of this prospectus, we have not offered any securities during the past twelve months pursuant to General Instruction
I.B.5 of Form F-3. You are urged to obtain current market quotations of our ordinary shares.
If we decide to seek a listing of any purchase
contracts, warrants, subscriptions rights, depositary shares or units offered by this prospectus, the related prospectus supplement will
disclose the exchange or market on which the securities will be listed, if any, or where we have made an application for listing, if any.
Other than our ordinary shares, we have not yet
determined whether the other securities that may be offered by this prospectus will be listed on any exchange, interdealer quotation system
or over-the-counter market. If we decide to seek the listing of any such securities upon issuance, the prospectus supplement relating
to those securities will disclose the exchange, quotation system or market on which those securities will be listed.
We are an “emerging growth company”
and a “smaller reporting company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and have elected to comply with certain reduced public company reporting requirements. See “Summary—Implications of Being
an Emerging Growth Company and Smaller Reporting Company.”
Investing in our securities involves a high
degree of risk. See “Risk Factors” beginning on page 4 and any risk factors in our most recent Annual Report on Form
20-F, which is incorporated by reference herein, as well as in any other recently filed quarterly or current reports and, if any, in the
relevant prospectus supplement. We urge you to carefully read this prospectus and the accompanying prospectus supplement, together with
the documents we incorporate by reference, describing the terms of these securities before investing.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is May 28,
2024.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form F-3 that we filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) utilizing
a “shelf” registration process. Under this shelf registration process, we may offer and sell, either individually or in combination,
in one or more offerings, any of the securities described in this prospectus, for total gross proceeds of up to $200,000,000. This prospectus
provides you with a general description of the securities we may offer. Each time we offer securities under this prospectus, we will provide
a prospectus supplement to this prospectus that will contain more specific information about the terms of that offering. We may also authorize
one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus
supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the
information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus.
We urge you to read carefully this prospectus,
any applicable prospectus supplement and any free writing prospectuses we have authorized for use in connection with a specific offering,
together with the information incorporated herein by reference as described under the heading “Incorporation of Documents by
Reference,” before investing in any of the securities being offered. You should rely only on the information contained in, or
incorporated by reference into, this prospectus and any applicable prospectus supplement, along with the information contained in any
free writing prospectuses we have authorized for use in connection with a specific offering. We have not authorized anyone to provide
you with different or additional information. 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 appearing in this prospectus,
any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document
and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless
of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of
a security.
This prospectus contains summaries of certain
provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have
been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a
part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find Additional
Information.”
We have not authorized any dealer, agent or
other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus
and any accompanying prospectus supplement. You must not rely upon any information or representation not contained or incorporated by
reference in this prospectus or an accompanying prospectus supplement. This prospectus and the accompanying prospectus supplement, if
any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to
which they relate, nor do this prospectus and the accompanying prospectus supplement, if any, constitute an offer to sell or the solicitation
of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
You should not assume that the information contained in this prospectus and the accompanying prospectus supplement, if any, is accurate
on any date subsequent to the date set forth on the front of such document or that any information we have incorporated by reference is
correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying
prospectus supplement is delivered or securities are sold on a later date.
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. |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated
by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
All statements other than statements of historical facts contained in this prospectus and the documents incorporated by reference herein,
including statements regarding our future results of operations and financial position, business strategy, research and development plans,
the anticipated timing, costs, design and conduct of our ongoing and planned research and development for our products, our ability to
commercialize our products and services, the impact of the coronavirus (COVID-19) pandemic and global geopolitical events, such as the
ongoing conflict between Russia and Ukraine and the Middle East conflicts, on our business, the potential benefits of strategic agreements
and our intent to enter into any strategic arrangements, the timing and likelihood of success, plans and objectives of management for
future operations and future results of anticipated product development efforts, are forward-looking statements. These statements involve
known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be
materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. This
prospectus and the documents incorporated by reference herein also contain estimates and other statistical data made by independent parties
and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations,
and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance
and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.
In some cases, you can identify forward-looking
statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,”
“plan,” “anticipate,” “intend,” “target,” “project,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative
of these terms or other similar expressions. The forward-looking statements in this prospectus and the documents incorporated by reference
herein are only predictions. We have based these forward-looking statements largely on our current expectations and projections about
future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking
statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions, which we
discuss in greater detail in the documents incorporated by reference herein, including under the heading “Risk Factors”
and elsewhere in this prospectus. The events and circumstances reflected in our forward-looking statements may not be achieved or occur
and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving
environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk
factors and uncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements.
Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this prospectus
or the documents incorporated by reference herein, whether as a result of any new information, future events, changed circumstances or
otherwise. For all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995.
MARKET, INDUSTRY AND OTHER DATA
This prospectus and any applicable prospectus
supplement and the documents incorporated by reference herein and therein contain estimates, projections, market research and other information
concerning, among other things, our industry, our business and markets for our products and services. Unless otherwise expressly stated,
we obtain this information from reports, research surveys, studies and similar data prepared by market research firms and other third
parties, industry, technology and general publications, government data and similar sources as well as from our own internal estimates
and research and from publications, research, surveys and studies conducted by third parties on our behalf. Information that is based
on estimates, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances
may differ materially from events and circumstances that are reflected in this information. As a result, you are cautioned not to give
undue weight to such information.
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 titled “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.
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; |
| ● | Evaluate and assess clients’
businesses and perform IPO readiness diagnostic, including health checks on the company’s management, financial and legal structure; |
| ● | Assemble external professionals
for the IPO process and assist in building a quality management team, robust financial and corporate governance; |
| ● | Assist in fine-tuning business
plans, articulate compelling equity stories and advise on strategic options to maximize clients’ business values; |
| ● | Manage due diligence investigations
and peer industry analysis; |
| ● | Prepare pre-IPO investment presentations materials for clients; |
| ● | Liaise with investors for pre-IPO
capital raising; |
| ● | Design marketing strategy and promote
the company’s business; |
| ● | Assist with cross-border listing
in countries including but not limited to, Malaysia, China, Singapore, and the United States. |
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.
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:
| Ø | 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. |
1 |
As of 2022, there were 991 publicly listed companies in
Malaysia (Refer: http://www.bursamalaysia.com/listing/listing_resources/ipo/listing_statistic) |
| Ø | 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. |
| Ø | 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. |
| Ø | 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. |
Corporate Information
Our principal executive offices are located at
BO3-C-8, 10 & 13A, 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 http://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 Being an Emerging Growth Company
We are an “emerging growth company,”
as defined in the Jobs Act. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following
the fifth anniversary of the date of the first sale of our ordinary share pursuant to an effective registration statement under the Securities
Act; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (iii) the date on which
we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to
be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable
future, but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on
or before the last day of the fiscal year following the fifth anniversary of the date of the first sale of our ordinary share pursuant
to an effective registration statement under the Securities Act. For so long as we remain an emerging growth company, we are permitted
and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging
growth companies.
These exemptions include:
| ● | being permitted to provide only
two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; |
| ● | not being required to comply with
the requirement of auditor attestation of our internal controls over financial reporting; |
| ● | not being required to comply with
any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement
to the auditor’s report providing additional information about the audit and the financial statements; |
| ● | reduced disclosure obligations
regarding executive compensation; and |
| ● | not being required to hold a nonbinding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. |
We have taken advantage of certain reduced reporting
requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from
other public companies in which you hold stock.
An emerging growth company can take advantage
of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply
to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will not
be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public
reporting companies.
We are also a “smaller reporting company”
as defined in Rule 12b-2 of the Exchange Act, and have elected to take advantage of certain of the scaled disclosure available for smaller
reporting companies.
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 Our Business and Operations
We are a growing company with a limited
operating history. If we fail to achieve further marketplace acceptance for our services, our business, financial condition and results
of operations will be adversely affected.
We were organized and commenced operations in
April, 2020. As a result, we have only a limited operating history upon which you can evaluate our business and prospects. There can be
no assurance that we will remain profitable, or that our enterprise consulting and investing business model will achieve further marketplace
acceptance. Our marketing efforts may not generate a sufficient number of clients to sustain our business plan; our capital and operating
costs may exceed planned levels; and we may be unable to develop and enhance our agency service offerings to meet the demands of our clients.
If we are not successful in managing our business and operations, our financial condition and results of operations will be adversely
affected.
A significant or prolonged economic downturn
could have a material adverse effect on our results of operations.
Our results of operations are affected by the
level of business activity of our clients, which in turn is affected by the level of economic activity in the industries and markets that
they serve. A decline in the level of business activity of our clients could have a material adverse effect on our revenues and profit
margin.
We may face damage to our professional reputation
or legal liability if our clients are not satisfied with our services.
We depend to a large extent on our relationships
with our clients and our reputation for high-caliber professional services and integrity to attract and retain clients. We obtain a substantial
number of new engagements from existing clients or through referrals from existing clients. As a result, if a client is not satisfied
with our services, it may diminish our reputation and become more damaging to our business than to other businesses. Additionally, if
we fail to meet our contractual obligations or other arrangements with our clients, we could be subject to legal liability or loss of
client relationships. Our contracts typically include provisions to limit our exposure to legal claims relating to our services and the
applications we develop, but these provisions may not protect us or may not be enforceable in all cases.
If our affiliates, alliances or investee
portfolio companies do not succeed, we may not be successful in implementing our growth strategy.
We have invested a substantial amount of time
and resources in our affiliates, alliances, and investee portfolio companies, and we plan to make substantial additional acquisition investments
in the future. The benefits we anticipate from these relationships are an important component of our growth strategy. If these relationships
do not succeed, we may lose our investments or fail to obtain the benefits we hope to derive from them. Similarly, we may be adversely
affected by the failure of one or more of our affiliates or alliances, which could lead to reduced marketing exposure, and a decreased
ability to develop and gain access to solutions. Moreover, because most of our alliance relationships are nonexclusive, our alliance partners
can form closer or preferred arrangements with our competitors. In addition, our venture capital activities may suffer from the poor performance
of the portfolio companies in which we invest or our inability to obtain attractive returns on our investments to monetize these investments
at all. These losses or failures could have a material and adverse impact on our growth strategy, which, in turn, could adversely affect
our financial condition and results of operations.
The consulting services in business and
technology industries are highly competitive, and we may not be able to compete effectively.
The consulting services in the business and technology
industries in which we operate include a large number of participants and are highly competitive. We face competition from other business
operations and financial consulting firms, general management consulting firms, the consulting practices of major accounting firms, technical
and economic advisory firms, regional and specialty consulting firms, and the technology development advisory firms and some of these
firms are global in nature and have access to more resources which may provide with the ability to highlight broader experiences to potential
clients. In addition, because there are relatively low barriers to entry, we expect to continue to face additional competition from new
entrants into the business operations and financial consulting industries. Many of our competitors have a greater national presence and
are also international in scope, as well as having significantly greater personnel, financial, technical and marketing resources. In addition,
these competitors may generate greater revenues and have greater name recognition than we do. Our ability to compete also depends in part
on the ability of our competitors to hire, retain and motivate skilled consultants, the price at which others offer comparable services
and our competitors’ responsiveness to their clients. If we are unable to compete successfully with our existing competitors or
with any new competitors, our financial results will be adversely affected.
Our inability to hire and retain talented
people in an industry where there is great competition for talent could have a serious negative effect on our prospects and results of
operations.
Our business involves the delivery of professional
services and is highly labor-intensive. We rely heavily on our senior management team and our ability to retain them is particularly important
to our future success. Given the highly specialized nature of our services, these people must have a thorough understanding of our service
offerings as well as the skills and experience necessary to manage an organization consisting of a diverse group of professionals. In
addition, we rely on our senior management team to generate, handle and market our business. Further, in light of our limited operating
history, our senior management’s personal reputations and relationships with our clients are a critical element in obtaining and
maintaining client engagements. Qualified consultants are in great demand, and we face significant competition for both senior and junior
consultants with the requisite credentials and experience. Our principal competition for talent comes from other consulting firms, accounting
firms and technical and economic advisory firms, as well as from organizations seeking to staff their internal professional positions.
Many of these competitors may be able to offer significantly greater compensation and benefits or more attractive lifestyle choices, career
paths or geographic locations than we do. Therefore, we may not be successful in attracting and retaining the skilled consultants we require
to conduct and expand our operations successfully. Although we enter into non-solicitation agreements with our senior management team,
we do not enter into non-competition agreements. Accordingly, members of our senior management team are not contractually prohibited from
leaving or joining one of our competitors, and some of our clients could choose to use the services of that competitor instead of our
services. Increasing competition for these consultants may also significantly increase our labor costs, which could negatively affect
our margins and results of operations. Also, if one or more members of our senior management team leave and we cannot replace them with
a suitable candidate quickly, we could experience difficulties in securing and successfully completing engagements and managing our business
properly, which could harm our business prospects and results of operations.
Revenues from our performance-based engagements
are difficult to predict, and the timing and extent of recovery of our costs is uncertain.
From time to time, primarily in our corporate
advisory services and strategic planning practices, we enter into engagement agreements under which our fees include a significant performance-based
component. Performance-based fees are contingent on the achievement of specific measures, such as our clients meeting cost-saving or other
contractually defined goals. The achievement of these contractually defined goals is often impacted by factors outside of our control,
such as the actions of our client or third parties. Because performance-based fees are contingent, revenues on such engagements, which
are recognized when all revenue recognition criteria are met, are not certain and the timing of receipt is difficult to predict and may
not occur evenly throughout the year. Should performance-based fee arrangements represent a greater percentage of our business in the
future, we may experience increased volatility in our working capital requirements and greater variations in our quarter-to-quarter results,
which could affect the price of our ordinary shares. In addition, an increase in the proportion of performance-based fee arrangements
may offset the positive effect on our operating results from increases in our utilization rate or average billing rate per hour.
Developments in the social, political, regulatory
and economic environment in the countries where we operate may have a material and adverse impact on us.
Our business, prospects, financial condition and
results of operations may be adversely affected by social, political, regulatory and economic developments in countries in which we operate.
Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of
contract, changes in interest rates, imposition of capital controls and methods of taxation. For example, we have considerable operations
in Malaysia, and negative developments in Malaysia’s socio-political environment may adversely affect our business, financial condition,
results of operations and prospects. Although the overall economic environment in Malaysia and other countries where we operate appear
to be positive, there can be no assurance that this will continue to prevail in the future.
We have only a limited ability to protect our intellectual property
rights, which are important to our success.
Our success depends, in part, upon our ability
to protect our proprietary methodologies and other intellectual property. Existing laws of some countries in which we provide services
may offer only limited protection of our intellectual property rights. We rely upon a combination of trade secrets, confidentiality policies,
nondisclosure and other contractual arrangements, and patent, copyright and trademark laws to protect our intellectual property rights.
The steps we take in this regard may not be adequate to prevent or deter infringement or other misappropriation of our intellectual property,
and we may not be able to detect unauthorized use or take appropriate and timely steps to enforce our intellectual property rights.
We are increasingly dependent on information
technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.
Significant disruptions to our information technology
systems or breaches of information security could adversely affect our business. In the ordinary course of business, we will collect,
store and transmit large amounts of confidential information, and it is critical that we do so in a secure manner to maintain the confidentiality
and integrity of such information. We have also outsourced significant elements of our information technology infrastructure; as a result,
we manage independent vendor relationships with third parties who are responsible for maintaining significant elements of our information
technology systems and infrastructure and who may or could have access to our confidential information. The size and complexity of our
information technology systems, and those of our third-party vendors, make such systems potentially vulnerable to service interruptions
and security breaches from inadvertent or intentional actions by our employees, partners or vendors. These systems are also vulnerable
to attacks by malicious third parties and may be susceptible to intentional or accidental physical damage to the infrastructure maintained
by us or by third parties. Maintaining the secrecy of confidential, proprietary and/or trade secret information is important to our competitive
business position. While we have taken steps to protect such information and have invested in systems and infrastructures to do so, there
can be no guarantee that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent
wrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, dissemination
or misuse of critical or sensitive information. The increasing sophistication and frequency of cybersecurity threats, including targeted
data breaches, ransomware attacks designed to encrypt our data for ransom and other malicious cyber activities, pose a significant risk
to the integrity and confidentiality of our data systems. A breach our security measures or the accidental loss, inadvertent disclosure,
unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information or other confidential information, whether
as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other cause, could enable others to produce competing
products, use our proprietary technology or information, and/or adversely affect our business position. Further, any such interruption,
security breach, loss or disclosure of confidential information could result in financial, legal, business and reputational harm to us
and could have a material adverse effect on our business, financial position, results of operations and/or cash flow.
Foreign exchange rate fluctuations and controls
could have a material adverse effect on our earnings and the strength of our balance sheet.
Since we generate revenues in Malaysia, we are
exposed to fluctuations in the value of the RM. To the extent the United States Dollar increases in value relative to the RM, our margins
may be adversely affected. Foreign exchange rates may also impact trade between countries as fluctuations in currencies may impact the
value of goods as between two trading countries. We do not take actions to hedge against foreign exchange and transaction risks and are
therefore exposed to the swing in the value of the RM. Consequently, short-term or long-term exchange rate movements or controls may have
a material adverse effect on our business, financial condition, results of operations and liquidity.
Changes in tax laws, tax treaties as well
as judgments and estimates used in the determination of tax-related asset (liability) and income (expense) amounts, could materially adversely
affect our business, financial condition and results of operations.
We operate in jurisdictions and may be subject
to the tax regimes and related obligations in the jurisdictions in which we operate or do business. Changes in tax laws, bilateral double
tax treaties, regulations and interpretations could adversely affect our financial results. The tax rules of the various jurisdictions
in which we operate or conduct business often are complex, involve bilateral double tax treaties and are subject to varying interpretations.
Tax authorities may challenge tax positions that we take or historically have taken, may assess taxes where we have not made tax filings,
or may audit the tax filings we have made and assess additional taxes. Such assessments, either individually or in aggregate, could be
substantial and could involve the imposition of penalties and interest. For such assessments, from time to time, we use external advisors.
In addition, governments could impose new taxes on us or increase the rates at which we are taxed in the future. The payment of substantial
additional taxes, penalties or interest resulting from tax assessments, or the imposition of any new taxes, could materially and adversely
impact our results, financial condition and liquidity. Additionally, our provision for income taxes and reporting of tax-related assets
and liabilities require significant judgments and the use of estimates. Amounts of tax-related assets and liabilities involve judgments
and estimates of the timing and probability of recognition of income, deductions and tax credits. Actual income taxes could vary significantly
from estimated amounts due to the future impacts of, among other things, changes in tax laws, regulations and interpretations, our financial
condition and results of operations, as well as the resolution of any audit issues raised by taxing authorities.
Risks Related to investing in a foreign private
issuer and BVI Company
We may not be able to pay any dividends
on our ordinary shares in the future due to BVI law.
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. We cannot give any
assurance that we will declare dividends of any amounts, at any rate or at all in the future. 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.
As the rights of shareholders under British
Virgin Islands law differ from those under U.S. law, you may have fewer protections as a shareholder.
Our corporate affairs will be governed by our
memorandum and articles of association, the BVI Business Companies Act, 2004 (as amended), referred to below as the “BVI Act”,
and the common law of the British Virgin Islands. The rights of shareholders to take legal action against our directors, actions by minority
shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are governed by the BVI Act and the
common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial
precedent in the British Virgin Islands as well as from the common law of England and the wider Commonwealth, which has persuasive, but
not binding, authority on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of
our directors under British Virgin Islands law are largely codified in the BVI Act, but are potentially not as clearly established as
they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the British Virgin Islands
has a less developed body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed
and judicially interpreted bodies of corporate law. As a result of all the above, holders of our shares may have more difficulty in protecting
their interests through actions against our management, directors or major shareholders than they would as shareholders of a U.S. company.
British Virgin Islands companies may not
be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.
Shareholders of British Virgin Islands companies
may not have standing to initiate a shareholder derivative action in a federal court of the United States. Shareholders of a British Virgin
Islands company could, however, bring a derivative action in the British Virgin Islands courts, and there is a clear statutory right to
commence such derivative claims under Section 184C of the BVI Act. The circumstances in which any such action may be brought, and the
procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a British Virgin
Islands company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may
have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The British Virgin Islands courts are
also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S.
securities law; and to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain liability
provisions of U.S. securities laws that are penal in nature. There is no statutory recognition in the British Virgin Islands of judgments
obtained in the United States, although the courts of the British Virgin Islands will generally recognize and enforce the non-penal judgment
of a foreign court of competent jurisdiction without retrial on the merits. This means that even if shareholders were to sue us successfully,
they may not be able to recover anything to make up for the losses suffered.
The laws of the British Virgin Islands may
provide less protection for minority shareholders than those under U.S. law, so minority shareholders may have less recourse than they
would under U.S. law if the shareholders are dissatisfied with the conduct of our affairs.
Under the laws of the British Virgin Islands,
the rights of minority shareholders are protected by provisions of the BVI Act dealing with shareholder remedies and other remedies available
under common law (in tort or contractual remedies). The principal protection under statutory law is that shareholders may bring an action
to enforce the constitutional documents of the company (i.e. the memorandum and articles of association) as shareholders are entitled
to have the affairs of the company conducted in accordance with the BVI Act and the memorandum and articles of association of the company.
A shareholder may also bring an action under statute if he feels that the affairs of the company have been or will be carried out in a
manner that is unfairly prejudicial or discriminating or oppressive to him. The BVI Act also provides for certain other protections for
minority shareholders, including in respect of investigation of the company and inspection of the company books and records. There are
also common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common
law of the British Virgin Islands for business companies is limited.
We will be a foreign private issuer and,
as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent,
are more lenient and less detailed than those of a U.S. issuer.
We report under the Exchange Act, as a foreign
private issuer. Because we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the
Exchange Act that are applicable to U.S. public companies, including: the sections of the Exchange Act regulating the solicitation of
proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring
insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made
in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing
unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.
In addition, we will not be required to provide as detailed disclosure as a U.S. registrant, particularly in the area of executive compensation.
It is possible that some investors may not be as interested in investing in our ordinary shares as the securities of a U.S. registrant
that is required to provide more frequent and detailed disclosure in certain areas, which could adversely affect our share price.
As a foreign private issuer and as permitted
by the listing requirements of Nasdaq, we may follow certain BVI corporate governance rules instead of certain corporate governance requirements
of Nasdaq.
As a foreign private issuer, we may follow certain
of our home country corporate governance rules instead of certain corporate governance requirements of Nasdaq. For example, we are exempt
from Nasdaq regulations that require a listed U.S. company to:
| ● | have a majority of the board of
directors consist of independent directors as such term is defined by Nasdaq; |
| ● | have nominating and compensations
committees that are fully independent, as defined by Nasdaq; |
| ● | solicit proxies and provide proxy
statements for all shareholder meetings; and |
| ● | seek shareholder approval for the
implementation of certain equity compensation plans and issuances of shares. |
To the extent we determine to follow BVI corporate
governance practices instead of Nasdaq governance requirements applicable to domestic issuers, you may not have the same protections afforded
to shareholders of companies that are subject to these Nasdaq requirements.
We may lose our foreign private issuer status,
which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal,
accounting and other expenses.
In order to maintain our current status as a foreign
private issuer, either (1) a majority of our ordinary shares must be either directly or indirectly owned of record by non-residents of
the United States or (2) (a) a majority of our executive officers or directors must not be U.S. citizens or residents, (b) more than 50
percent of our assets cannot be located in the United States and (c) our business must be administered principally outside the United
States. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S.
domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to
make changes in our corporate governance practices in accordance with various SEC rules and the Nasdaq Capital Market’s listing
standards. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements
applicable to a U.S. domestic issuer may be higher than the cost we would incur as a foreign private issuer. As a result, we expect that
a loss of foreign private issuer status would increase our legal and financial compliance costs. We also expect that if we were required
to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to
obtain director and officer liability insurance. These rules and regulations could also make it more difficult for us to attract and retain
qualified Board members.
We are a BVI-incorporated company with substantially
all our assets located in Malaysia, and it may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal
securities laws against us, our directors or officers.
We are incorporated under the laws of the British
Virgin Islands, and our directors are residents outside the United States. Moreover, substantially all our consolidated assets are located
outside the United States, primarily Malaysia but also elsewhere in Southeast Asia. In addition, our directors or our executive officers
do not reside in the British Virgin Islands. Although we are incorporated outside the United States, we have agreed to accept service
of process in the United States through our agent designated for that purpose. Nevertheless, substantially all 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 in force between the United
States, on the one hand, and Malaysia or the British Virgin Islands, on the other hand, providing for the reciprocal recognition and enforcement
of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the
United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically
enforceable in Malaysia or the British Virgin Islands. There is uncertainty as to whether judgments of courts in the United States based
upon the civil liability of the federal securities laws of the United States would be recognized or enforceable in Malaysia or the British
Virgin Islands. In addition, holders of book-entry interests in our shares (for example, where such shareholders hold our shares indirectly
through the Depository Trust Company) will be required to be registered shareholders as reflected in our register of members in order
to have standing to bring a shareholder action and, if successful, to enforce a foreign judgment against us, our directors or our executive
officers in the British Virgin Islands. The administrative process of becoming a registered shareholder could result in delays prejudicial
to any legal proceedings or enforcement action. Consequently, it may be difficult for investors to enforce judgments against us, our directors
or our officers’ judgments obtained in the United States which are predicated upon the civil liability provisions of the federal
securities laws of the United States.
Our corporate affairs are governed by our memorandum
and articles of association and by the laws governing companies incorporated in the British Virgin Islands. The rights of our shareholders
and the responsibilities of our Board members under BVI law may be different from those applicable to a corporation incorporated in the
United States in material respects. Principal shareholders of BVI companies do not owe fiduciary duties to minority shareholders, as compared,
for example, to controlling shareholders in corporations incorporated in Delaware. Our public shareholders may have more difficulty in
protecting their interests in connection with actions taken by our management, our Board members or our principal shareholders than they
would as shareholders of a corporation incorporated in the United States.
In addition, only persons who are registered as
shareholders in our register of shareholders are recognized under BVI law as shareholders of our Company. Only registered shareholders
have legal standing to institute shareholder actions against us or otherwise seek to enforce their rights as shareholders. Investors in
our shares who are not specifically registered as shareholders in our register of members (for example, where such shareholders hold shares
indirectly through the Depository Trust Company) are required to become registered as shareholders in our register of members in order
to institute or enforce any legal proceedings or claims against us, our directors or our executive officers relating to shareholder rights.
Holders of book-entry interests in our shares may become registered shareholders by exchanging their book-entry interests in our shares
for certificated shares and being registered in our register of members. Such a process could result in administrative delays which may
be prejudicial to any legal proceeding or enforcement action.
Subject to the general authority to allot
and issue new ordinary shares provided by our shareholders, under British Virgin Island law our directors may allot and
issue new ordinary shares on terms and conditions and for such purposes as may be determined by our Board in its sole discretion.
Subject to the general authority to allot and
issue new ordinary shares provided by our shareholders and BVI laws, we may allot and issue new ordinary shares on such terms and conditions
and for such purposes as may be determined by our Board in its sole discretion. Any additional issuances of new ordinary shares may dilute
our shareholders’ percentage ownership interests in our ordinary shares and/or adversely impact the market price of our ordinary
shares.
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 the purpose 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 ordinary shares.
If tax authorities were to successfully challenge
our transfer pricing, there could be an increase in our overall tax liability, which could adversely affect our financial condition, results
of operations and cash flows. In addition, the tax laws in the jurisdictions in which we operate are subject to differing interpretations.
Tax authorities may challenge our tax positions, and if successful, such challenges could increase our overall tax liability. In addition,
the tax laws in the jurisdiction in which we operate are subject to change. We cannot predict the timing or content of such potential
changes, and such changes could increase our overall tax liability, which could adversely affect our financial condition, results of operations
and cash flows.
Risks Related to the Ownership of the Ordinary Shares
We have previously paid dividends but may
not do so in the future.
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 $103,809.35. While it is the intention of the Company to pay dividends in the future, dividend
policy is subject to the discretion of our Board of Directors and will depend on, among other things, our earnings, financial condition,
capital requirements and other factors. There is no assurance that our Board of Directors will declare dividends even if we are profitable.
Under BVI law, we may only pay dividends if we are solvent before and after the dividend payment in the sense that we will be able to
satisfy our liabilities as they become due in the common course of business; and the value of assets of our Company will not be less than
the sum of our total liabilities. See “--Risks Related to investing in a foreign private issuer and BVI Company--We may not be
able to pay any dividends on our ordinary shares in the future due to BVI law.”
The trading price of our ordinary shares
is likely to be volatile, which could result in substantial losses to our investors.
The trading price of our ordinary shares is likely
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:
|
● |
Actual or anticipated fluctuations in our key operating metrics, financial condition and operating results; |
|
● |
Actual or anticipated changes in our growth rate; |
|
● |
Announcements by us or our competitors of significant services, contracts, acquisitions or strategic alliances; |
|
● |
Our announcement of actual results for a fiscal period that are lower than projected or expected or our announcement of revenue or earnings guidance that is lower than expected; |
|
● |
Changes in estimates of our financial results or recommendations by securities analysts; |
|
● |
Changes in market valuations of similar companies; |
|
● |
Changes in our capital structure, such as future issuances of securities or the incurrence of debt; |
|
● |
Regulatory developments in BVI, Malaysia, the United States or other countries; |
|
● |
Actual or threatened litigation involving us or our industry; |
|
● |
Additions or departures of key personnel; |
|
● |
A change in control of the Company; |
|
● |
Share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; |
|
● |
Further issuances of ordinary shares by us; |
|
● |
Sales of ordinary shares by our shareholders; |
|
● |
Repurchases of ordinary shares; and |
|
● |
Changes in general economic, industry and market conditions. |
Any of these factors may result in large and sudden
changes in the volume and price at which our ordinary shares will trade.
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 shareholders; lawsuits threatened or filed against us; changes in laws or regulations applicable to our business; the
expiration of lock-up agreements; changes in our capital structure, such as future issuances of debt or equity securities; short sales,
hedging and other derivative transactions involving our capital stock; general economic and geopolitical conditions, including the current
or anticipated impact of military conflict and related sanctions imposed on Russia by the United States and other countries due to Russia’s
recent invasion of Ukraine; and the other factors described in this section of the registration statement captioned “Risk Factors”.
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, 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. 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 founding shareholder, Chairman and Chief
Executive Officer, Victor Hoo beneficially own 29.52% of our outstanding ordinary shares and, together with his spouse, beneficially own
41.17% of our outstanding ordinary shares, and this concentration of ownership and voting power will limit your ability to influence corporate
matters.
Victor Hoo, our Chairman and Chief Executive Officer,
continues to control our Company through his beneficial ownership of 29.52% of our outstanding ordinary shares and, together with his
spouse, Karen Liew, our Executive Director, beneficially own 41.14% of our outstanding ordinary shares. As a result, so long as Victor
Hoo and Karen Liew beneficially own more than 50% of the outstanding ordinary shares he will be able to effectively control our decisions
and will be able to elect a majority of the members of our board of directors. Victor Hoo and Karen Liew will also be able to direct our
actions in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses, and may cause
us to make acquisitions that increase the amount of our indebtedness or number of our outstanding ordinary shares.
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 contain
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.
Future sales of ordinary shares, or the
perception of such future sales, by some of our existing shareholders could cause our share price to decline.
The market price of our ordinary shares could
decline as a result of sales of a large number of shares of our ordinary shares in the market or the perception that these sales may occur.
These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares in the future at a
time and at a price that we deem appropriate.
In the future, our ability to raise additional
capital to expand our operations and invest in our business may be limited, and our failure to raise additional capital, if required,
could impair our business.
While we currently anticipate that our available
funds will be sufficient to meet our cash needs for at least the next 12 months, we may need or elect to seek, additional financing at
any time. Our ability to obtain financing will depend on, among other things, our development efforts, business plans, operating performance
and condition of the capital markets at the time we seek financing. If we need or elect to raise additional funds, we may not be able
to obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our shareholders
may experience significant dilution of their ownership interests and the per-share value of our ordinary shares could decline. If we engage
in additional debt financing, we may be required to accept terms that further restrict our ability to incur additional indebtedness and
force us to maintain specified liquidity or other ratios and limit the operating flexibility of our business. If we need additional capital
and cannot raise it on acceptable terms, we may not be able to, among other things:
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fund our operating capital requirements as we grow; |
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retain the leadership team and staff required; and |
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repay our liabilities as they come due. |
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, including if the market value of our ordinary shares held
by non-affiliates exceeds $700 million as of any December 31 before that time, 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 will incur significantly increased costs
and devote substantial management time as a result of operating as a public company.
As a public company, we will 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 current reports 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.
In addition, changing laws, regulations and standards
relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance
costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in
many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as regulatory and governing
bodies provide new guidance. These factors could result in continuing uncertainty regarding compliance matters and higher costs necessitated
by ongoing revisions to disclosure and governance practices. We will continue to invest resources to comply with evolving laws, regulations
and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time
and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards
differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory
authorities may initiate legal proceedings against us, and our business could be adversely affected.
As a result of disclosure of information as a
public company, our business and financial condition have become more visible, which may result in threatened or actual litigation, including
by competitors and other third parties. If the claims are successful, our business operations and financial results could be adversely
affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary
to resolve them, could divert the resources of our management and adversely affect our business operations and financial results. These
factors could also make it more difficult for us to attract and retain qualified colleagues, executive officers and Board members.
We also expect that operating as a public company
will make it more difficult and more expensive for us to obtain director and officer liability insurance on the terms that we would like.
As a result, it may be more difficult for us to attract and retain qualified people to serve on our Board, our Board committees or as
executive officers.
If we are unable to maintain effective disclosure
controls and procedures and internal control over financial reporting, our share price and investor confidence could be materially and
adversely affected.
We are required to maintain both disclosure controls
and procedures and internal control over financial reporting that are effective. Because of their inherent limitations, internal control
over financial reporting, however well designed and operated, can only provide reasonable, and not absolute, assurance that the controls
will prevent or detect misstatements. 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.
If we are not able to comply with the applicable
continued listing requirements or standards of Nasdaq, Nasdaq could delist our ordinary shares.
Our securities are listed on the Nasdaq Capital
Market. We cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market. In order to maintain our listing
on the Nasdaq Capital Market, we must satisfy minimum financial and other continued listing requirements and standards, including those
regarding director independence and independent committee requirements, minimum shareholders’ equity, minimum share price, and certain
corporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards. If
Nasdaq were to delist our ordinary shares, it would be more difficult for our shareholders to dispose of our ordinary shares and more
difficult to obtain accurate price quotations on our ordinary shares. Our ability to issue additional securities for financing or other
purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our ordinary
shares are not listed on a national securities exchange.
IN ADDITION TO THE ABOVE RISKS, BUSINESSES
ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP
IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF THE COMPANY’S SECURITIES.
USE OF PROCEEDS
We intend to use the net proceeds from the sale
of the securities as set forth in the applicable prospectus supplement.
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. |
THE SECURITIES WE MAY OFFER
We may offer and sell, at any time and from time
to time:
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warrants to purchase our ordinary shares, and/or debt securities; |
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debt securities consisting of debentures, notes or other evidences of indebtedness; |
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units consisting of a combination of the foregoing securities; or |
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any combination of these securities. |
The terms of any securities we offer will be determined
at the time of sale. We may issue debt securities that are exchangeable for and/or convertible into ordinary share or any of the other
securities that may be sold under this prospectus. When particular securities are offered by us, a supplement to this prospectus will
be filed with the SEC, which will describe the terms of the offering and sale of the offered securities.
We may offer up to $200,000,000 of securities
under this prospectus. If securities are offered as units, we will describe the terms of the units in a prospectus supplement.
DESCRIPTION OF ORDINARY
SHARES
General
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 May 17, 2024, there were 49,186,286 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.
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:
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(a) |
his name and address; |
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(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 |
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(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:
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(a) |
the Company and the dissenter shall each designate an appraiser; |
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(b) |
the two designated appraisers together shall designate an appraiser; |
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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 |
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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:
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(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; |
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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 |
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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:
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(a) |
the company is insolvent; |
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(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.
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:
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(a) |
the company is insolvent; |
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(b) |
the court is of the opinion that it is just and equitable that a liquidator should be appointed; or |
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(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:
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(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. |
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(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. |
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(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. |
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(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:
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(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 |
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(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 share is listed on The Nasdaq Capital
Market under the symbol “VCIG.”
Transfer Agent and Registrar
Our transfer agent and registrar is Vstock Transfer,
LLC, 18 Lafayette Place, Woodmere, NY 11598. Their telephone number is (212) 828-8436.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of our
ordinary shares or debt securities. We may issue warrants independently or together with other securities, and the warrants may be attached
to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into
between us and the investors or a warrant agent. The following summary of material provisions of the warrants and warrant agreements is
subject to, and qualified in its entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable
to a particular series of warrants. The terms of any warrants offered under a prospectus supplement may differ from the terms described
below. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete warrant
agreements and warrant certificates that contain the terms of the warrants.
The particular terms of any issue of warrants
will be described in the prospectus supplement relating to the issue. Those terms may include:
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the number of ordinary shares purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise; |
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the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property; |
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the date, if any, on and after which the warrants and the related debt securities, or ordinary shares will be separately transferable; |
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the terms of any rights to redeem or call the warrants; |
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the date on which the right to exercise the warrants will commence and the date on which the right will expire; |
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United States federal income tax consequences applicable to the warrants; and |
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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange, exercise and settlement of the warrants. |
Holders of equity warrants will not be entitled
to:
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vote, consent or receive dividends; |
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receive notice as shareholders with respect to any meeting of shareholders for the election of our directors or any other matter; or |
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exercise any rights as shareholders of the Company. |
Each warrant will entitle its holder to purchase
the principal amount of debt securities or the number of ordinary shares at the exercise price set forth in, or calculable as set forth
in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants
may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement.
After the close of business on the expiration date, unexercised warrants will become void.
A holder of warrant certificates may exchange
them for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the corporate
trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase
debt securities are exercised, the holder of the warrants will not have any rights of holders of the debt securities that can be purchased
upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities or to enforce
covenants in the applicable indenture. Until any warrants to purchase ordinary shares are exercised, the holders of the warrants will
not have any rights of holders of the underlying ordinary shares, including any rights to receive dividends or payments upon any liquidation,
dissolution or winding up on the ordinary shares, if any.
DESCRIPTION OF DEBT SECURITIES
The following description, together with the additional
information we include in any applicable prospectus supplement or free writing prospectus, summarizes certain general terms and provisions
of the debt securities that we may offer under this prospectus. When we offer to sell a particular series of debt securities, we will
describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the supplement to what extent the
general terms and provisions described in this prospectus apply to a particular series of debt securities.
We may issue debt securities either separately,
or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt securities
may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in a supplement to this prospectus,
the debt securities will be our direct, unsecured obligations and may be issued in one or more series.
The debt securities will be issued under an indenture
between us and a trustee named in the prospectus supplement. We have summarized select portions of the indenture below. The summary is
not complete. The form of the indenture has been filed as an exhibit to the registration statement and you should read the indenture for
provisions that may be important to you. In the summary below, we have included references to the section numbers of the indenture so
that you can easily locate these provisions. Capitalized terms used in the summary and not defined herein have the meanings specified
in the indenture.
General
The indenture does not limit the amount of debt
securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be
in any currency or currency unit that we may designate. Except for the limitations on consolidation, merger and sale of all or substantially
all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to
give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us.
We may issue the debt securities issued under
the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These
debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original issue discount,”
or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of the debt securities. Material
U.S. federal income tax considerations applicable to debt securities issued with OID will be described in more detail in any applicable
prospectus supplement.
We
will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:
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the title of the series
of debt securities; |
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any limit upon the aggregate
principal amount that may be issued; |
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the maturity date or dates; |
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the form of the debt securities
of the series; |
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the applicability of any
guarantees; |
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whether or not the debt
securities will be secured or unsecured, and the terms of any secured debt; |
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whether the debt securities
rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination; |
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if the price (expressed
as a percentage of the aggregate principal amount thereof) at which such debt securities will be issued is a price other than
the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity
thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another security
or the method by which any such portion shall be determined; |
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the interest rate or rates,
which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest
will be payable and the regular record dates for interest payment dates or the method for determining such dates; |
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our right, if any, to defer
payment of interest and the maximum length of any such deferral period; |
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if applicable, the date
or dates after which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the
series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; |
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the date or dates, if any,
on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions
or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency
unit in which the debt securities are payable; |
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the denominations in which
we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; |
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any and all terms, if applicable,
relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to
such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series; |
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whether the debt securities
of the series shall be issued in whole or in part in the form of a global security or securities; the terms and conditions, if any,
upon which such global security or securities may be exchanged in whole or in part for other individual securities; and the depositary
for such global security or securities; |
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if applicable, the provisions
relating to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities
will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and
may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion or exchange features, the applicable
conversion or exchange period and the manner of settlement for any conversion or exchange; |
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if other than the full
principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration
of acceleration of the maturity thereof; |
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additions to or changes
in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or
sale covenant; |
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additions to or changes
in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the
principal, premium, if any, and interest, if any, with respect to such securities to be due and payable; |
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additions to or changes
in or deletions of the provisions relating to covenant defeasance and legal defeasance; |
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additions to or changes
in the provisions relating to satisfaction and discharge of the indenture; |
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additions to or changes
in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued
under the indenture; |
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the currency of payment
of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars; |
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whether interest will be
payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election
may be made; |
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any restrictions on transfer,
sale or assignment of the debt securities of the series; and |
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any other specific terms,
preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions
of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations. |
Conversion
or Exchange Rights
We
will set forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable
for our ordinary share or our other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion
or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of our
ordinary share or our other securities that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation,
Merger or Sale
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain
any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety
or substantially as an entirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all
of our obligations under the indenture or the debt securities, as appropriate.
Events
of Default under the Indenture
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default
under the indenture with respect to any series of debt securities that we may issue:
| ● | if
we fail to pay any installment of interest on any series of debt securities, as and when
the same shall become due and payable, and such default continues for a period of 90 days;
provided, however, that a valid extension of an interest payment period by us in accordance
with the terms of any indenture supplemental thereto shall not constitute a default in the
payment of interest for this purpose; |
| ● | if
we fail to pay the principal of, or premium, if any, on any series of debt securities as
and when the same shall become due and payable whether at maturity, upon redemption, by declaration
or otherwise or in any payment required by any sinking or analogous fund established with
respect to such series; provided, however, that a valid extension of the maturity of such
debt securities in accordance with the terms of any indenture supplemental thereto shall
not constitute a default in the payment of principal or premium, if any; |
| ● | if
we fail to observe or perform any other covenant or agreement contained in the debt securities
or the indenture, other than a covenant specifically relating to another series of debt securities,
and our failure continues for 90 days after we receive written notice of such failure,
requiring the same to be remedied and stating that such is a notice of default thereunder,
from the trustee or holders of at least 25% in aggregate principal amount of the outstanding
debt securities of the applicable series; and |
| ● | if
specified events of bankruptcy, insolvency or reorganization occur. |
If
an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified
in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities
of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of,
premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point
above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding
shall be due and payable without any notice or other action on the part of the trustee or any holder.
The
holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of
default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium,
if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the
default or event of default.
Subject
to the terms of the indenture, if an event of default under an indenture shall occur and be continuing, the trustee will be under no
obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable
series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal
amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities
of that series, provided that:
| ● | the
direction so given by the holder is not in conflict with any law or the applicable indenture;
and |
| ● | subject
to its duties under the Trust Indenture Act of 1939 (“Trust Indenture Act”),
the trustee need not take any action that might involve it in personal liability or might
be unduly prejudicial to the holders not involved in the proceeding. |
A
holder of the debt securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver
or trustee, or to seek other remedies only if:
| ● | the
holder has given written notice to the trustee of a continuing event of default with respect
to that series; |
| ● | the
holders of at least 25% in aggregate principal amount of the outstanding debt securities
of that series have made written request; |
| ● | such
holders have offered to the trustee indemnity satisfactory to it against the costs, expenses
and liabilities to be incurred by the trustee in compliance with the request; and |
| ● | the
trustee does not institute the proceeding, and does not receive from the holders of a majority
in aggregate principal amount of the outstanding debt securities of that series other conflicting
directions within 90 days after the notice, request and offer. |
These
limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium,
if any, or interest on, the debt securities.
We
will periodically file statements with the trustee regarding our compliance with specified covenants in the indenture.
Modification
of Indenture; Waiver
We
and the trustee may change an indenture without the consent of any holders with respect to specific matters:
| ● | to
cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of
any series; |
| ● | to
comply with the provisions described above under “Description of Debt Securities—Consolidation,
Merger or Sale”; |
| ● | to
provide for uncertificated debt securities in addition to or in place of certificated debt
securities; |
| ● | to
add to our covenants, restrictions, conditions or provisions such new covenants, restrictions,
conditions or provisions for the benefit of the holders of all or any series of debt securities,
to make the occurrence, or the occurrence and the continuance, of a default in any such additional
covenants, restrictions, conditions or provisions an event of default or to surrender any
right or power conferred upon us in the indenture; |
| ● | to
add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms, or purposes of issue, authentication and delivery of debt securities, as set
forth in the indenture; |
| ● | to
make any change that does not adversely affect the interests of any holder of debt securities
of any series in any material respect; |
| ● | to
provide for the issuance of and establish the form and terms and conditions of the debt securities
of any series as provided above under “Description of Debt Securities—General”
to establish the form of any certifications required to be furnished pursuant to the terms
of the indenture or any series of debt securities, or to add to the rights of the holders
of any series of debt securities; |
| ● | to
evidence and provide for the acceptance of appointment under any indenture by a successor
trustee; or |
| ● | to
comply with any requirements of the SEC in connection with the qualification of any indenture
under the Trust Indenture Act. |
In
addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written
consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is
affected. However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we
and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:
| ● | extending
the fixed maturity of any debt securities of any series; |
| ● | reducing
the principal amount, reducing the rate of or extending the time of payment of interest,
or reducing any premium payable upon the redemption of any series of any debt securities;
or |
| ● | reducing
the percentage of debt securities, the holders of which are required to consent to any
amendment, supplement, modification or waiver. |
Discharge
Each
indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except
for specified obligations, including obligations to:
| ● | register
the transfer or exchange of debt securities of the series; |
| ● | replace
stolen, lost or mutilated debt securities of the series; |
| ● | pay
principal of and premium and interest on any debt securities of the series; |
| ● | maintain
paying agencies; |
| ● | hold
monies for payment in trust; |
| ● | recover
excess money held by the trustee; |
| ● | compensate
and indemnify the trustee; and |
| ● | appoint
any successor trustee. |
In
order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all
the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form,
Exchange and Transfer
We
will issue the debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable
prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities
of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository
Trust Company, or DTC, or another depositary named by us and identified in the applicable prospectus supplement with respect to that
series. To the extent the debt securities of a series are issued in global form and as book-entry, a description of terms relating to
any book-entry securities will be set forth in the applicable prospectus supplement.
At
the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the
applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities
of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the
form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar
or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder
presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require
payment of any taxes or other governmental charges.
We
will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain
a transfer agent in each place of payment for the debt securities of each series.
If
we elect to redeem the debt securities of any series, we will not be required to:
| ● | issue,
register the transfer of, or exchange any debt securities of that series during a period
beginning at the opening of business 15 days before the day of mailing of a notice of
redemption of any debt securities that may be selected for redemption and ending at the close
of business on the day of the mailing; or |
| ● | register
the transfer of or exchange any debt securities so selected for redemption, in whole or in
part, except the unredeemed portion of any debt securities we are redeeming in part. |
Information
Concerning the Trustee
The
trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those
duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the
same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the
trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities
unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment
and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest
payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business
on the regular record date for the interest.
We
will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated
by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that
we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement,
we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of
each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities
of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All
money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that
remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to
us, and the holder of the debt security thereafter may look only to us for payment thereof.
Governing
Law
The
indenture and the debt securities will be governed by and construed in accordance with the internal laws of the State of New York, except
to the extent that the Trust Indenture Act is applicable.
DESCRIPTION
OF UNITS
The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material
terms and provisions of the units that we may offer under this prospectus. Units may be offered independently or together with ordinary
shares, debt securities and/or warrants offered by any prospectus supplement, and may be attached to or separate from those securities.
While the terms we have summarized below will generally apply to any future units that we may offer under this prospectus, we will describe
the particular terms of any series of units that we may offer in more detail in the applicable prospectus supplement. The terms of any
units offered under a prospectus supplement may differ from the terms described below.
We
will incorporate by reference into the registration statement of which this prospectus forms a part the form of unit agreement, including
a form of unit certificate, if any, that describes the terms of the series of units we are offering before the issuance of the related
series of units. The following summaries of material provisions of the units, and the unit agreements, are subject to, and qualified
in their entirety by reference to, all the provisions of the unit agreement applicable to a particular series of units. We urge you to
read the applicable prospectus supplements related to the units that we sell under this prospectus, as well as the complete unit agreements
that contain the terms of the units.
General
We
may issue units comprised of one or more of our ordinary shares, debt securities and warrants in any combination. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights
and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities
included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
We
will describe in the applicable prospectus supplement the terms of the series of units, including:
| ● | the
designation and terms of the units and of the securities comprising the units, including
whether, and under what circumstances, those securities may be held or transferred separately; |
| ● | the
rights and obligations of the unit agent, if any; |
| ● | any
provisions of the governing unit agreement that differ from those described below; and |
| ● | any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of
the securities comprising the units. |
The
provisions described in this section, as well as those described under “Description of Securities,” “Description
of Our Ordinary Share,” “Description of Debt Securities” and “Description of Warrants,”
will apply to each unit and to any ordinary shares, debt securities or warrants included in each unit, respectively.
Issuance
in Series
We
may issue units in such amounts and in numerous distinct series as we determine.
ENFORCEABILITY
OF CIVIL LIABILITIES
The
Company is incorporated in the British Virgin Islands. There may be perceived disadvantages for investors that accompany incorporation
in the British Virgin Islands, which may include the facts that the British Virgin Islands has a less developed body of securities laws
as compared to the United States providing significantly less protection to investors.
The
Company Memorandum and Articles of Association do not contain provisions requiring disputes be submitted to arbitration, including those
arising under the securities laws of the United States, between us, our officers, directors and shareholders. Therefore, actions in these
controversies will have to be heard in formal court forums, which may be more costly and less flexible, and laws, interpretations and
precedent may or may not be consistent or available.
The
Company operations is conducted and a significant portion of our assets is located outside the United States. Some of the directors and
officers are nationals or residents of jurisdictions other than the United States, and some or all of their assets are located outside
the United States. As a result, it may be difficult or impossible for a shareholder to bring an original action against us or those persons
in a British Virgin Islands or other court in the event that a shareholder believes that his or her rights have been infringed under
the United States federal securities laws or otherwise. It may also be difficult for a shareholder to enforce in United States courts
judgments obtained in United States courts based on the civil liability provisions of the United States federal securities laws against
us and our officers and directors, some of whom are not residents of the United States and whose assets are located outside of the United
States. In addition, there is uncertainty as to whether the courts of the British Virgin Islands would recognize or enforce judgments
of United States courts against us or those persons predicated upon the civil liability provisions of the securities laws of the United
States or any state. There is no statutory recognition in the British Virgin Islands of judgments obtained in the United States, although
the courts of the British Virgin Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction
without retrial on the merits. It is uncertain whether British Virgin Islands courts would be competent to hear original actions brought
in the British Virgin Islands against us or those persons predicated upon the securities laws of the United States or any state.
The
BVI Act provides for a series of remedies which may be available to holders of our ordinary shares. Where a company incorporated under
the new legislation conducts some activity which breaches the BVI Act or the Company's memorandum and articles of association, the court
can issue a restraining or compliance order. Shareholders can also bring derivative, personal and representative actions under certain
circumstances. Where a shareholder 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 court for an order in
respect of such conduct. Any shareholder of a company may apply to 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 shareholder of a company is entitled to payment of the fair value of its ordinary shares upon dissenting from
any of the following:
| (a) | a
merger (except in certain limited circumstances); |
| (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 per cent, or more of the shares of the company pursuant to the terms of the Act; and |
| (e) | an
arrangement, if permitted by the 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 British Virgin
Islands or their individual rights as members as established by the company's memorandum and articles of association.
The
rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are not as clearly established
as they would be under statutes or judicial precedents in the United States. In particular, the British Virgin Islands has no securities
laws as compared to the United States, and it is possible that there is less protection to investors in many instances. In addition,
shareholders of British Virgin Islands companies may not have standing to initiate a shareholder derivative action before the federal
courts of the United States.
Because
we are a company founded in one jurisdiction, operating in another jurisdiction with shareholders from several jurisdictions and securities
trading in the United States. our shareholders may have more difficulties in protecting their interests through actions against our management,
directors or major shareholders than would shareholders of a corporation incorporated and operating in a jurisdiction in the United States.
We
have been advised that no foreign judgment has any direct operation in the BVI, but it may be enforced by action at common law or
in the case of judgments from certain jurisdictions by registration under the Foreign Judgments Reciprocal Enforcement Ordinance or the
Reciprocal Enforcement of Judgments Act in the BVI. It should be noted that not every foreign judgment is capable of enforcement. Some
may lend themselves only to recognition by the BVI courts. The Reciprocal Enforcement of Judgments Act (As Revised) and the Foreign
Judgments (Reciprocal Enforcement) Ordinance (As Revised) does not extend to Israel or the United States of America and thus enforcement
by common law is applicable. Under common law, any final and conclusive money judgment for a definite sum obtained against the debtor
in the courts of a foreign jurisdiction is treated by the BVI courts as a cause of action for debt itself so that no retrial
of the issues is necessary provided that in respect of the foreign judgment:
(i)
the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident
or carrying on business within such jurisdiction and was duly served with process; recognize or enforce judgments of United States courts
obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United
States or any state in the United States; or
(ii) the
judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;
(iii) in
obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the U.S. court;
(iv) recognition
or enforcement of the judgment in the BVI would not be contrary to public policy; and
(v) the
proceedings pursuant to which judgment was obtained were not contrary to natural justice.
Under
BVI law a judgment or order for payment of a sum of money other than an order for payment of money into a court may be enforced
by (a) a charging order; (b) a garnishee order; (c) a judgment summons; (d) an order for seizure of sale of goods;
and (e) the appointment of a receiver.
A
party to a judicial proceeding in a foreign court outside the BVI who has in its favor a non-money judgment, such as a declaratory
judgment or an injunction, may, in certain circumstances, be able to enforce that judgment in the courts of the BVI. This would involve
that party bringing fresh proceedings in the BVI in which the equitable doctrine of estoppel could be relied upon to obtain summary judgment
from the BVI court on the basis that it would be an abuse of process for the claim to be re-litigated. In order to avail itself of the
equitable doctrine of estoppel, certain requirements must be met including: (a) the non-money foreign judgment must be based on
a cause of action recognized under the law of the BVI; (b) the foreign judicial proceeding must have identical parties and identical
issues; (c) the foreign judgment must be rendered by a court with judicial authority; (d) the judgment must be final and
conclusive; and (e) the judgment debtor must either have been present in the foreign country at the time the foreign proceedings
were commenced, or have submitted to the jurisdiction of the foreign court by voluntarily appearing in the foreign proceedings, or prior
to the commencement of those proceedings, agreed to submit to the jurisdiction of the foreign court in respect of the subject matter
of the proceedings.
We have appointed Sichenzia Ross Ference Carmel
LLP, 1185 6th Ave 31st Fl, New York, NY 10036 as our agent to receive service of process with respect to any action brought against us
in the United States under the federal securities laws of the United States.
PLAN
OF DISTRIBUTION
We
may sell the securities from time to time pursuant to underwritten public offerings, direct sales to the public, negotiated transactions,
block trades or a combination of these methods. We may sell the securities to or through underwriters or dealers, through agents, or
directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:
| ● | at
a fixed price or prices, which may be changed; |
| ● | at
market prices prevailing at the time of sale; |
| ● | at
prices related to such prevailing market prices; or |
A
prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe
the terms of the offering of the securities, including, to the extent applicable:
| ● | the
name or names of the underwriters, if any; |
| ● | the
purchase price of the securities or other consideration therefor, and the proceeds, if any,
we will receive from the sale; |
| ● | any
options under which underwriters may purchase additional securities from us; |
| ● | any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’
compensation; |
| ● | any
public offering price; |
| ● | any
discounts or concessions allowed or reallowed or paid to dealers; and |
| ● | any
securities exchange or market on which the securities may be listed. |
Only
underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.
If
underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to
time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations
of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement.
We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without
a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus
supplement, other than securities covered by any option to purchase additional securities from us. Any public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have
a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.
We
may sell securities directly or through agents we designate from time to time in an “at the market offering” or other similar
offering. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the
agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for
the period of its appointment.
We
may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at
the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery
on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation
of these contracts in the prospectus supplement.
We
may provide agents and underwriters with indemnification against civil liabilities, including liabilities under the Securities Act, or
contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters
may engage in transactions with, or perform services for, us in the ordinary course of business.
All
securities we may offer, other than ordinary share, will be new issues of securities with no established trading market. Any underwriters
may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice.
We cannot guarantee the liquidity of the trading markets for any securities.
EXPENSES
Set forth below is an itemization of the estimated
expenses currently expected to be incurred in connection with the issuance and distribution of the Securities. The amounts in the table
below are estimates, with the exception of the SEC registration fee. Additional expenses relating to offerings of particular Securities
are not included in the table below. Each prospectus supplement describing an offering of Securities will provide estimated expenses related
to the Securities offered under that prospectus supplement.
SEC registration fee |
|
US$ | 29,520 | |
FINRA filing fee |
|
US$ | 30,500 | |
Legal fees and expenses |
|
US$ | 60,000 | |
Accounting fees and expenses |
|
US$ | 6,000 | |
Total |
|
US$ | 126,020 | |
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the issuance of the securities offered hereby will be passed
upon for us by Sichenzia Ross Ference Carmel LLP located in New York, New York. Additional legal matters may be passed upon for us or
any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
WWC,
P.C., our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report
on Form 20-K for the year ended December 31, 2023, as set forth in their report, which is incorporated by reference in this prospectus
and elsewhere in the registration statement of which this prospectus forms a part.. Our consolidated financial statements are incorporated
by reference in reliance on WWC, P.C.’s report for the consolidated financial statements for the fiscal year ended December 31,
2023 given on its authority as expert in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
As
permitted by SEC rules, this prospectus omits certain information and exhibits that are included in the registration statement of which
this prospectus forms a part. Since this prospectus may not contain all of the information that you may find important, you should review
the full text of these documents. If we have filed a contract, agreement, or other document as an exhibit to the registration statement
of which this prospectus forms a part, you should read the exhibit for a more complete understanding of the document or matter involved.
Each statement in this prospectus, including statements incorporated by reference as discussed above, regarding a contract, agreement,
or other document is qualified in its entirety by reference to the actual document.
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. All information
filed with the SEC can be inspected over the Internet at the SEC’s website at www.sec.gov.
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 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. In addition, we will not be required under the Exchange Act to
file periodic or current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities
are registered under the Exchange Act.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is an important
part of this prospectus. The information incorporated by reference into this prospectus is deemed to be part of this prospectus, and
any information filed with the SEC after the date of this prospectus will automatically be deemed to update and supersede information
contained in this prospectus and any accompanying prospectus supplement.
The
following documents previously filed with the SEC are incorporated by reference in this prospectus:
| ● | our
Annual Report on Form 20-F for the year ended December 31, 2023, filed on April 30, 2024; |
| ● | 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, and July 26, 2024 and July 29, 2024; |
| ● | 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; |
| ● | any
future annual reports on Form 20-F filed with the SEC after the date of this prospectus and
prior to the termination of the offering of the securities offered by this prospectus; |
| ● | any
future semi-annual reports of foreign private issuer on Form 6-K that we furnish to the SEC
after the date of this prospectus that are identified in such reports as being incorporated
by reference into the registration statement of which this prospectus forms a part; and |
| ● | any
other reports of foreign private issuer on Form 6-K that we furnish to the SEC after the
date of this prospectus that are identified in such reports as being incorporated by reference
into the registration statement of which this prospectus forms a part. |
All
filings filed by us pursuant to the Exchange Act after the date of the initial filing of the registration statement of which this prospectus
is a part and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.
You
may request, and we will provide you with, a copy of these filings, at no cost, by calling us or by writing to us at the following address:
VCI
Global Limited B03-C-8 Menara 3A
KL
Eco City, No. 3 Jalan Bangsar
59200
Kuala Lumpur
+603
7717 3089
$4,600,000 Ordinary Shares
![](https://www.sec.gov/Archives/edgar/data/1930510/000121390024065107/image_001.jpg)
VCI Global Limited
PROSPECTUS SUPPLEMENT
August 5, 2024
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