Registration No. 333-[_______]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

V CAPITAL CONSULTING GROUP LIMITED
(Exact Name of Registrant as Specified in its Charter)

B03-C-8 Menara 3A

KL Eco City, No. 3 Jalan Bangsar
59200 Kuala Lumpur
+603 7717 3089

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

P: 800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION DATED [_______], 2026

PRELIMINARY PROSPECTUS

V CAPITAL CONSULTING GROUP LIMITED

(Incorporated in the British Virgin Islands)

Class A Ordinary Shares

This is an initial public offering of Class A Ordinary Shares (the “Class A Shares”) of V Capital Consulting Group Limited (the “Company”), currently a wholly owned subsidiary of VHKL Private Capital Limited (“VHKL” or the “Parent”). We are offering shares of our Class A Shares of no par value.

Prior to this offering, there has been no public market for our Class A Shares. We expect the initial public offering price of our Class A Shares to be between $[__] and $[__] per share. We intend to list our Class A Shares on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VCCG”.

We have two classes of authorized Ordinary Shares, Class A Ordinary Shares (the “Class A Shares”) and Class B Ordinary Shares (the “Class B Shares”). Class A Shares generally vote together with Class B Shares as a group, unless otherwise prohibited by law. Each Class A Share is entitled to one vote. Each Class B Share is entitled to twenty votes and is convertible into one Class A Share at the option of the holder at any time. As of the date of this prospectus, our Parent, VHKL, the holder of our outstanding (i) 42,000,000 of our Class A Shares and (ii) 6,000,000 of our Class B Shares, hold 100% of the voting power of our outstanding share capital and are therefore our sole controlling shareholder. Following this offering, taking into consideration the Class A Shares expected to be offered hereby, even if 100% of such shares are sold, our Parent will retain controlling voting power in the Company based on having approximately 97.74% of all voting rights. As a result, we will be a “controlled company” as defined under the Nasdaq Stock Market Rules because VHKL will hold more than 50% of the Company’s voting power.

After the Corporate Restructuring and upon the completion of this offering, we expect that VHKL will own approximately 91.80 % of our outstanding Class A Shares (or 90.69 % if the underwriters exercise their option to purchase additional shares in full), and our controlling shareholder will have the ability to control matters requiring shareholder approval. These matters include, but are not limited to, the election and removal of directors, amendments to our Memorandum and Articles of Association and bylaws, and the approval of significant corporate transactions, such as a merger, consolidation, change in control, or sale of all or substantially all of our assets. The interests of our controlling shareholder may differ from or conflict with the interests of other shareholders. This concentration of ownership may have the effect of delaying, deterring, or preventing a change in control or other transactions that could be beneficial to our other shareholders, and may limit your ability to influence corporate governance and strategic decisions. As a result, the market price of our common stock may be adversely affected.

We intend to rely on certain of the controlled company exemptions under the Nasdaq Stock Market Rules. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the Nasdaq Capital Market.

VHKL is a business company incorporated under the laws of the British Virgin Islands controlled by Mr. Hoo Voon Him. See “Principal Shareholders.”

You should read this prospectus, together with additional information described under the headings “Risk Factors” and “Where You Can Find More Information” carefully before you invest in any of our securities.

Investing in our securities involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 14 to read about factors you should consider before buying our securities.

We are an “emerging growth company” as defined under the federal securities laws and may elect to comply with reduced public company reporting requirements. Please read “Implications of Our Being an Emerging Growth Company” beginning on page 7 of this prospectus for more information.

We are a “foreign private issuer” as defined under the federal securities laws and, as such, are subject to reduced public company reporting requirements. Please read “Foreign Private Issuer Status” beginning on page 8 of this prospectus for more information.

The underwriters may also exercise their option to purchase up to an additional [*] Class A Shares from us, at the public offering price, less the underwriting discount, for 45 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We expect to deliver the Securities offered hereby against payment in New York, New York on or about [_______], 2026, subject to satisfaction of customary closing conditions.

D. BORAL CAPITAL

The date of this prospectus is __________, 2026

TABLE OF CONTENTS

You should rely only on information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted. The information contained in this prospectus is accurate only as of its date regardless of the time of delivery of this prospectus or of any sale of our subordinate voting shares.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management’s estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”

We obtained statistical data, market data and other industry data and forecasts used in this prospectus from market research, publicly available information and industry publications. While we believe that the statistical data, industry data and forecasts and market research are reliable, we have not independently verified the data.

Throughout this prospectus, we refer to various trademarks, service marks and trade names that others use in their business. All rights to such trademarks are the property of their respective holders.

Throughout this prospectus, unless otherwise designated or the context suggests otherwise:

While we maintain our books and records in U.S. dollars, the presentation currency for our financial statements and also our functional currency, as a holding company, our material assets are our direct equity interests in our subsidiaries, and we are therefore dependent upon the results of operations of our subsidiaries, which are denominated primarily in the Malaysian Ringgit (RM), and as such our consolidated results of operations may be affected by changes in the local exchange rates to the U.S. dollar.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors.” Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

These forward-looking statements are subject to various and significant risks and uncertainties, including those which are beyond our control. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should thoroughly read this prospectus and the documents that we refer to herein with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements. We disclaim any obligation to update our forward-looking statements, except as required by law.

INDUSTRY DATA AND FORECASTS

This prospectus contains certain data and information that we obtained from various government and private publications, including industry data and information and industry statistics from various publicly available sources. Statistical data in these publications may also include projections based on a number of assumptions. If any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Throughout this prospectus, we refer to various trademarks, service marks and trade names that others use in their business. All rights to such trademarks are the property of their respective holders.

For convenience, we may not include the SM, ® or ™ symbols, but such omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law, if applicable.

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” 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 Class A Shares could decline materially, and you could lose all or part of your investment.

Risks Related to the Operation of our Business

Any future expenses incurred by our directors and officers in connection with legal, administrative or investigative proceedings involving the Company could have a material adverse impact on our results of operations, financial condition and liquidity, particularly since we do not currently have director and officer insurance. Our lack of D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.

From time to time, we may be subject to legal, administrative or investigative proceedings. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date we have not obtained directors and officers liability (“D&O”) insurance to cover such risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expenses including attorneys’ fees) of officers and directors who are the subject of a legal, administrative or investigative proceeding as a result of their service to the Company. While we are evaluating whether or not to obtain such insurance, there can be no assurance that we will do so at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. While neither BVI law nor our memorandum and articles of association require us to indemnify or advance expenses to our officers involved in such legal, administrative or investigative proceedings, we expect that we would do so to the extent permitted by BVI law. Additionally, our memorandum and articles of association require us to indemnify our directors involved in such legal, administrative or investigative proceedings to the extent such director acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, such director had no reasonable cause to believe that their conduct was unlawful. Without D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal, administrative or investigative proceedings based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Further, our lack of D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.

We will require additional capital to fund our business and support our growth, and our inability to generate and obtain such capital on acceptable terms, or at all, could harm our business, operating results, financial condition and prospects.

We intend to continue to make substantial investments to fund our business and support our growth. In addition, we may require additional funds to respond to business challenges, including the need to develop new features or enhance our solutions, improve our operating infrastructure or acquire or develop complementary businesses. As a result, in addition to the revenues we generate from our business, we may need to engage in additional equity or debt financings to provide the funds required for these and other business endeavors. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Ordinary Shares. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain such additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely impacted. In addition, our inability to generate or obtain the financial resources needed may require us to delay, scale back, or eliminate some or all of our operations, which may have a significant adverse impact on our business, operating results and financial condition.

We may not realize in cash the full amount of revenue we recognize because we receive equity consideration from customers, and we may realize significantly less cash upon the sale of such securities than the amounts initially recorded as revenue and assets on our balance sheet.

In certain transactions, we receive equity securities of our customers or other non-cash consideration in exchange for the services we provide, and we recognize revenue based on the estimated fair value of such equity consideration at the time the services are rendered. As a result, the revenue we initially recognized as revenue and recorded as assets may not correspond to the amount of cash we ultimately realize or may not result in any cash proceeds at all.

The value of equity securities received as consideration may be subject to transfer restrictions, is subject to significant volatility and may decline after the date on which revenue is recognized. In addition, these securities may be subject to transfer restrictions, lack of liquidity, market conditions, or other limitations that delay or prevent our ability to sell them. In certain cases, when we are able to sell such securities, we may realize significantly less cash than the amounts initially recognized as revenue and recorded as assets on our balance sheet, or we may be unable to sell them at all.

Any decline in the fair value of equity consideration received from customers may require us to record impairment charges or fair value adjustments, which could adversely affect our results of operations, financial condition and cash flows. Moreover, the timing and amount of cash proceeds from the sale of such securities, if any, are uncertain and difficult to predict, which may adversely affect our liquidity and our ability to fund operations, growth initiatives or other cash requirements.

We rely on third-party technology providers and cloud services, which may pose cybersecurity risks that could result in the loss of confidential client data and disruption of operations in cases if cyberattack occurs and could result in loss or unauthorized disclosure of sensitive data, reputational harm, regulatory scrutiny, and potential liability.

We use third-party vendors for cloud computing, data storage, communication platforms, and software solutions. While we implement due diligence and require security standards, we cannot guarantee that third-party systems are immune from breaches or downtime. A vulnerability in any third-party system could affect our operations or client confidentiality as cyber threats are becoming increasingly sophisticated and frequent. While we invest in firewalls, encryption, access controls, and regular audits, our cybersecurity defenses may not be sufficient to prevent or detect all intrusions. This gap in our defenses could lead to business disruption, financial loss, and damage to our brand.

We operate in Malaysia thus we are subject to extensive legal and regulatory requirements in Malaysia, and any failure to comply with the applicable laws may lead to significant operational, financial, and reputational consequences.

As a company incorporated in the British Virgin Islands and primarily operating in Malaysia, we are subject to regulatory oversight in both jurisdictions. In Malaysia, we must comply with a broad range of laws and regulations relevant to our business activities, including but not limited to business licensing, employment, data protection, and anti-money laundering. Non-compliance with any of these obligations may result in significant legal, financial, and reputational consequences that could materially and adversely affect our operations.

Under the Local Government Act 1976, we must obtain business premises licenses from the relevant local authorities for each of our operating locations. Failure to secure, display, or produce these licenses shall be liable to a fine not exceeding RM500 and/or imprisonment for a term not exceeding six months.

In relation to our workforce, the Employment Act 1955 (as amended by the Employment (Amendment) Act 2022 and the Employment (Amendment of First Schedule) Order 2022) impose statutory employment conditions that override any less favorable contractual terms. Employers are further required to make statutory contributions to bodies such as the Employees Provident Fund (EPF), Social Security Organization (SOCSO), and the Employee Insurance System, and to withhold appropriate taxes under the Schedular Tax Deduction scheme. Non-compliance may attract fines of up to RM50,000 for each offence. We are also governed by the Industrial Relations Act 1967, which enables employees to challenge dismissals they deem unfair or unlawful. In such cases, we may be required to reinstate the employee or provide compensation in lieu of reinstatement, in addition to back wages of up to 24 months. The Employees’ Social Security Act 1969 obligates employers to provide social security coverage for eligible employees. Failure to make the required contributions, reduce employee entitlements unlawfully, or obstruct investigations may lead to imprisonment for up to two years, fines up to RM10,000, or both.

In relation to data protection perspective, the Personal Data Protection Act 2010 mandates that personal data be collected and processed securely and with consent, along with the provision of clear notices to data subjects. Failure to comply with these principles could result in enforcement action by the Personal Data Protection Commissioner, including administrative penalties and reputational damage.

Additionally, under the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLA), we are required to implement robust customer due diligence procedures, maintain transaction records, and submit suspicious transaction reports. Non-compliance with AMLA may expose us to criminal prosecution, regulatory sanctions, and reputational harm, particularly if we are found to have facilitated or failed to prevent transactions involving proceeds of unlawful activity.

We are subject to industry-related risks in Malaysia that may adversely impact our business, operations, and growth prospects.

As a company operating in Malaysia’s professional and consulting services sector, we are exposed to a range of industry-specific risks that could materially and adversely affect our business performance and strategic outlook. These include regulatory uncertainty, reputational exposure, and vulnerability to macroeconomic and policy shifts. The consulting industry in Malaysia particularly for services involving corporate advisory, financial structuring, and strategic consultancy, which is subject to evolving government policies, regulatory expectations, and increased scrutiny by authorities, regulatory developments relating to anti-money laundering, data protection, licensing, and reporting standards may be introduced or amended with little advance notice. These changes can increase our compliance burden, disrupt our service offerings, or require modifications to our business model and internal controls.

Moreover, our business is subject to the broader economic and policy environment in Malaysia. Factors such as inflationary pressures, fluctuations in exchange rates, shifts in fiscal or tax policy, political developments, or reduced investor or corporate confidence could impact demand for consulting services. In periods of economic uncertainty or downturn, clients may scale back discretionary spending, including external advisory services, which may negatively affect our revenue and profitability. Additionally, our industry is highly sensitive to reputational risks. The advisory nature of our services means that our credibility and market standing are closely linked to client trust. Any negative publicity arising from client dissatisfaction, allegations of professional misconduct, or perceived conflicts of interest could undermine our market reputation and adversely affect our ability to secure new engagements or retain existing clients, even if such issues are ultimately unfounded.

Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.

Nasdaq Listing Rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our company may decrease as a result. In addition, Nasdaq Listing Rules also require foreign private issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. Nasdaq Listing Rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, and certain Share issuances. We intend to comply with the requirements of Nasdaq Listing Rules in determining whether shareholder approval is required on such matters and to appoint a nominating and corporate governance committee. We may, however, consider following home country practice in lieu of the requirements under Nasdaq Listing Rules with respect to certain corporate governance standards which may afford less protection to investors.

Although as a foreign private issuer we are exempt from certain corporate governance standards applicable to US issuers, if we cannot satisfy, or continue to satisfy, the listing requirements and other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market.

In addition, in order to maintain our listing on the Nasdaq Capital Market, we are required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum shareholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

If the Nasdaq Capital Market subsequently delists our securities from trading, we could face significant consequences, including:

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.

After the closing of this offering, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act and the rules and regulations of Nasdaq. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the U.S. We must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Form 20-F filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. This will require that we incur substantial additional professional fees and internal costs to expand our accounting and finance functions and that we expend significant management efforts.

Our business is dependent on a limited number of major customers, and the loss of any of these customers without securing new customers could materially and adversely affect our financial performance.

A significant portion of our revenues is concentrated among a limited number of major customers. For the six months ended June 30, 2025, there are three customers contributed 10% or more of our total revenues. The largest customer contributed US$3.80 million, or 48.6%, of total revenues, while the second largest contributed approximately US$2.12 million, or 27%. The third largest customer contributed approximately US$1.58 million or 20.2%. For the six months ended June 30, 2024, two customers each contributed 10% or more of our total revenues. The largest customer contributed approximately US$5.70 million, or 42.3% of total revenues, while the second largest contributed approximately US$3.10 million, or 23.0%. For the fiscal year ended December 31, 2024, two customers each contributed 10% or more of our total revenues. The largest customer contributed approximately US$5.70 million, or 39.9%, of total revenues, while the second largest contributed approximately US$3.1]million, or 21.6%. For the fiscal year ended December 31, 2023, four customers each contributed 10% or more of our total revenues, with the largest contributing approximately US$4.90 million, or almost 39.5%, and the second largest contributing approximately US$1.90 million, or 15.3%, the third largest contributing approximately US$1.80 million, or 14.2% and the fourth largest contributing approximately US$1.70 million, or 13.3%. Because our engagements are primarily project-based, revenues from these customers are not recurring in nature, and there is no assurance that these customers will engage us for future projects.

The loss of a major customer, the completion of significant projects without subsequent new engagements, or our failure to attract and secure new customers could materially and adversely impact our revenues, margins, cash flows, and overall financial condition. In addition, our dependence on a limited number of customers heightens our vulnerability to changes in their business strategies, market demand, or financial condition, any of which could further amplify the risk of revenue volatility.

During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our Class A Shares could decline, and we could be subject to sanctions or investigations by Nasdaq, the Securities and Exchange Commission, the SEC or the Commission, or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets in the U.S.

If we are unable to maintain effective disclosure controls and procedures, our share price and investor confidence could be materially and adversely affected.

We are required to maintain disclosure controls and procedures that are effective. Because of their inherent limitations, the Company’s disclosure controls and procedures, however well designed and operated, can only provide reasonable, and not absolute, assurance that the controls and procedures will prevent or detect misstatements or omissions. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions. The failure of controls by design deficiencies or absence of adequate controls could result in a material adverse effect on our business and financial results, which could also negatively impact our stock price and investor confidence.

We will continue to incur significant increased costs as a result of operating as a public company in the United States, and our management will be required to devote substantial time to new compliance initiatives.

As a public company in the United States, we will continue to incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we will be subject to the reporting requirements of the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations subsequently implemented by the SEC and Nasdaq including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. The Exchange Act requires, among other things, that we file annual and reports of foreign private issuer with respect to our business and results of operations. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an “emerging growth company,” as defined by the JOBS Act. We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and results of operations.

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 commenced operations in April 2020 and therefore 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 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 operational results are closely tied to the business activity levels of our clients, which are influenced by economic conditions in the industries and markets they serve. A significant or prolonged economic downturn or increased market volatility could reduce demand for our consulting services, as clients may scale back, delay, or cancel strategic initiatives and projects due to budget constraints. This could have a material adverse impact on our revenue, profit margins, and overall financial health. During challenging economic periods, clients often prioritize cost-saving measures and may be less inclined to get listed in IPO or may seek lower-cost alternatives.

While we strive to mitigate these risks through a diversified client base, we cannot guarantee immunity from adverse economic conditions, which could negatively affect our revenue, profit margins, and growth prospects.

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.

The consulting industries are highly competitive, and we may not be able to compete effectively.

The consulting industries in which we operate include a large number of participants and are highly competitive. We face competition from other business operations and consulting firms, general management consulting firms, the consulting practices of major accounting firms, technical and economic advisory firms, regional and specialty consulting 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. 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 service fees are difficult to predict, and the timing and extent of recovery of our costs is uncertain.

Although clients generally agree to pay certain amount of fees for a pre-determined set of professional services, in certain segments – primarily within our business strategy consultancy – some engagements involved fees that are payable upon the delivery of specific, predefined professional services as outlined in the engagement agreement. The completion of these services often depends on factors outside our control, such as the actions of our client or third parties. As a result, the recognition of revenue from service fee—only permitted once all applicable revenue recognition criteria have been met—is inherently uncertain and difficult to predict and may not occur evenly throughout the year. Should service fee 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 Class A Shares. In addition, an increase in the proportion of service fees may offset the positive effect on our operating results from increases in our utilization rate or the 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 the 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.

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 the 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.

Our engagements with clients may not be profitable.

When making proposals for engagements, we estimate the costs and timing for completing the projects. These estimates reflect our best judgment regarding the efficiencies of our methodologies and professionals as we plan to deploy them on projects. Any increased or unexpected costs or unanticipated delays in connection with the performance of these engagements, including delays caused by factors outside our control, could make these contracts less profitable or unprofitable, which would have an adverse effect on our profit margin.

Clients engage us on a project-by-project basis. Furthermore, because large client projects involve multiple engagements or stages, there is a risk that a client may choose not to retain us for additional stages of a project or that a client will cancel or delay additional planned engagements. These terminations, cancellations or delays could result from factors unrelated to our work product or the progress of the project but could be related to the business or financial conditions of the client or the economy generally. When contracts are terminated, we lose the associated revenues, and we may not be able to eliminate associated costs in a timely manner.

Accordingly, if these engagements do not result in demonstrable benefits to our clients, our profit margin on these engagements will suffer. In addition, in limited circumstances we extend financing to our clients. Failure to collect these amounts may adversely affect our earnings.

Changes in Nasdaq rules or regulations could adversely impact our business operations or stock.

As a foreign private issuer and a Company that is listed on the Nasdaq Capital Market, we are subject to its rules and regulations. Any changes to these rules or regulations, including those related to listing standards, corporate governance, or trading requirements, could have a material adverse effect on our ability to maintain our listing or meet Nasdaq’s continued listing requirements. If we fail to comply with any new or modified regulations, we may face delisting, which could negatively impact our stock price and ability to raise capital in the public markets.

Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information and adversely impact our reputation and results of operations.

Global cybersecurity threats can range from uncoordinated individual attempts to gain unauthorized access to our information technology (“IT”) systems to sophisticated and targeted measures known as advanced persistent threats. While we employ measures to prevent, detect, address and mitigate these threats (including access controls, data encryption, vulnerability assessments, management training, continuous monitoring of our IT networks and systems and maintenance of backup and protective systems), cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information (our own or that of third parties) and the disruption of business operations. While no cybersecurity attack to date has had a material impact on our financial condition, results of operations or liquidity, the threat remains and the potential consequences of a material cybersecurity incident include reputational damage, litigation with third parties, diminution in the value of our investment in research, development and engineering, and increased cybersecurity protection and remediation costs, which in turn could adversely affect our competitiveness and results of operations. 

We are required to comply with economic substance requirements in the British Virgin Islands.

The British Virgin Islands, together with several other non-European Union jurisdictions, have introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the Economic Substance (Companies and Limited Partnerships) Act, 2018 (as amended, the “ESA”) came into force in the British Virgin Islands introducing certain economic substance requirements for British Virgin Islands tax resident companies which are engaged in certain “relevant activities,” which in our case applies for financial years from 2019 onwards.

At present, the activities which are conducted by us would constitute holding business. Although it is presently anticipated that the ESA will have little material impact on us or our operations, as the legislation is new and remains subject to further clarification and interpretation it may not be possible to ascertain the precise impact of any legislative changes or changes in official guidance on us. We are required to make an annual filing with the British Virgin Islands International Tax Authority confirming if we carried out any “relevant activities” during the preceding financial period and, if so, providing certain prescribed information.

If our activities change or if the scope of the “relevant activities” is changed by subsequent legislation, we may be required to increase our substance in the British Virgin Islands to satisfy such requirements, which could result in additional costs that could adversely affect our financial condition or results of operations. If we were required to satisfy economic substance requirements in the British Virgin Islands but failed to do so, we could face financial penalties, restriction or regulation of our business activities and/or may be struck off as a registered entity in the British Virgin Islands or liquidated.

Risks Related to the Ownership of Our Securities

The trading price of our securities is likely to be, volatile, which could result in substantial losses to our investors.

The trading price of our securities 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 securities to fluctuate include:

Any of these factors may result in large and sudden changes in the volume and price at which our securities will trade.

You may not be able to resell your Class A Shares purchased in this offering at or above the public offering price you paid for your Class A Shares. 

The factors described in the preceding risk factor may cause the market price and demand for our Class A Shares to fluctuate substantially, which may limit or prevent investors from readily selling their Class A Shares and may otherwise negatively affect the liquidity of our Class A Shares. If the market price of our Class A Shares after this offering does not exceed the price you paid, you may not realize any return on your investment in us and may lose some or all of your investment. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have often instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

The price of our securities may rapidly fluctuate or may decline regardless of our operating performance, resulting in substantial losses for investors.

The trading price of our securities 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 securities 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 securities, including sales by our executive officers, directors and significant stockholders; lawsuits threatened or filed against us; changes in laws or regulations applicable to our business; the expiration of lock-up agreements; changes in our capital structure,; short sales, hedging and other derivative transactions involving our capital stock; general economic and geopolitical conditions, including the current or anticipated impact of military conflict and related sanctions imposed on Russia by the United States and other countries due to Russia’s recent invasion of Ukraine.

As a company incorporated in the British Virgin Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.

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

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 shares.

Our Memorandum and Articles of Association contains certain provisions that could limit the ability of others to acquire control of our company, including provisions that:

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 securities and our trading volume could decline.

The trading market for our securities 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 securities or publishes inaccurate or unfavorable research about our business, the price of our securities 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 Class A Shares could decrease, which might cause the price of our securities and trading volume to decline.

If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our Class A Shares could decline.

If our existing stockholders sell substantial amounts of our Class A Shares in the public market following this offering and the expiration of the lock-up agreements, the market price of our Class A Shares could decrease significantly. The perception in the public market that our existing stockholders might sell Class A Shares could also depress our market price.

A decline in the price of shares of our Class A Shares might impede our ability to raise capital through the issuance of additional shares of our Class A Shares or other equity securities.

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

Currently, we report our financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and U.S. GAAP, including differences related to revenue recognition, share-based compensation expense, income tax and earnings per share. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.

We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, if the market value of our Class A Shares held by non-affiliates exceeds $700 million, if we have more than $1.235 billion in annual revenue, or we issue more than $1.0 billion of non-convertible debt over a three-year period before the end of that period, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our Class A Shares less attractive because we will rely on these exemptions. If some investors find our Class A Shares less attractive as a result of our reliance on these exemptions, the trading prices of our Class A Shares may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

We may be or become a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders.

The rules governing passive foreign investment companies (“PFICs”) can have adverse effects for U.S. federal income tax purposes. The tests for determining PFIC status for a taxable year depend upon the relative values of certain categories of assets and the relative amounts of certain kinds of income. The determination of whether we are a PFIC, which must be made annually after the close of each taxable year, depends on the particular facts and circumstances (such as the valuation of our assets, including goodwill and other intangible assets) and may also be affected by the application of the PFIC rules, which are subject to differing interpretations. The fair market value of our assets is expected to relate, in part, to (a) the market price of our Class A Shares and (b) the composition of our income and assets, which will be affected by how, and how quickly, we spend any cash that is raised in any financing transaction. Moreover, our ability to earn specific types of income that we currently treat as non-passive for purposes of the PFIC rules is uncertain with respect to future years. Because the value of our assets for purposes of determining PFIC status will depend in part on the market price of our Class A 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 Class A 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 Class A Shares. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Class A Shares that is for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust (a) if a court within the U.S. can exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of the substantial decisions of that trust, or (b) that was in existence on August 20, 1996, and validly elected under applicable Treasury Regulations to continue to be treated as a domestic trust.

Investors should consult their own tax advisors regarding all aspects of the application of the PFIC rules to the Class A Shares.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses. 

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

A possible “short squeeze” due to a sudden increase in demand of our Class A Shares that largely exceeds supply may lead to price volatility in our Class A Shares. 

VHKL, our sole existing investor and the Company’s parent corporation and controlling shareholder may purchase our Class A Shares to hedge existing exposure in our Class A Shares or to speculate on the price of our Class A Shares. Speculation on the price of our Class A Shares may involve long and short exposures. To the extent aggregate short exposure exceeds the number of our Class A Shares available for purchase in the open market, VHKL with short exposure may have to pay a premium to repurchase our Class A Shares for delivery to lenders of our Class A Shares. Those repurchases may in turn, dramatically increase the price of our Class A Shares until VHKL with short exposure is able to purchase additional Class A Shares to cover its short position. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in our Class A Shares that are not directly correlated to the performance or prospects of our Class A Shares and once investors purchase the Class A Shares necessary to cover their short position the price of our Class A Shares may decline. Additionally, VHKL, may, in the future, seek to hedge its exposure to our Class A Shares through various strategies, including derivative instruments or other arrangements, subject to applicable securities laws and regulations; however, it has not done so as of the date of this Registration Statement.

The sale of these or other shares of V Capital Consulting Group Limited in the public market, or the perception that such sales could occur, could harm the prevailing market price of Class A shares of V Capital Consulting Group Limited’s Class A Shares. These sales, or the possibility that these sales may occur, also might make it more difficult for V Capital Consulting Group Limited to sell Equity Securities in the future at a time and at a price that it deems appropriate.

In the future, V Capital Consulting Group Limited may also issue its securities in connection with investments or acquisitions. The amount of shares of V Capital Consulting Group Limited’s Class A shares issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding shares of V Capital Consulting Group Limited’s Class A shares. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to V Capital Consulting Group Limited’s stockholders.

Overlapping management roles and ownership interests between us and VHKL may give rise to potential conflicts of interest.

One of our executive officers, Hoo Voon Him, is an executive director of VCCG and the sole shareholder of VHKL, holding all 50,000 of its ordinary shares.

The overlapping role and ownership interests may create, or be perceived to create conflicts of interest in allocating time and attention between the two companies or when the companies pursue similar opportunities. Although we believe such arrangements have not impaired, and will not impair, the independence of our management or decision-making, there can be no assurance that actual or perceived conflicts will not arise. Any such conflicts could negatively affect our business, financial condition, and results of operations.

Risks Related to this Offering

Investors in this offering may experience future dilution as a result of this and future equity offerings.

In order to raise additional capital, we may in the future offer additional Class A Shares or other securities convertible into or exchangeable for our Class A Shares. Investors purchasing our Class A Shares or other securities in the future could have rights superior to existing holders of Class A Shares, and the price per share at which we sell additional Class A Shares or other securities convertible into or exchangeable for our Class A Shares in future transactions may be higher or lower than the combined offering price per Class A Share.

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

The effective public offering price per Class A Share will be substantially higher than the as adjusted net tangible book value per share of the outstanding Class A Shares immediately after this offering. Based on an assumed public offering price of $[**], which is the mid-point of the indicate price range in the cover of this prospectus, and our net tangible book value as of [**], if you purchase our Class A Shares in this offering you will pay more for your Class A Shares than the amounts paid by our existing shareholders for their Class A Shares and you will suffer immediate dilution of approximately $[**] per Class A Share in as adjusted net tangible book value. As a result of this dilution, investors purchasing Class A Shares in this offering may receive significantly less than the full purchase price that they paid for the Class A Shares purchased in this offering in the event of liquidation. To the extent Class A Shares are issued under outstanding options and warrants at exercise prices lower than the public offering price of our Class A Shares in this offering, holders will incur further dilution.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds will be 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. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment. We intend to allocate approximately 40% of the net proceeds from this offering to general working capital, approximately 35% to business expansion, and approximately 25% to team expansion.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business conditions. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including the commercial success of our systems and the costs of our research and development activities, as well as the amount of cash used in our operations. As a result, our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

As a company incorporated in the British Virgin Islands and a “controlled company” within the meaning of the Nasdaq corporate governance rules, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards applicable to domestic U.S. companies or rely on exemptions that are available to a “controlled company”; these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.

We are an exempted company incorporated in the British Virgin Islands. Nasdaq listing rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the British Virgin Islands, which is our home country, may differ significantly from Nasdaq corporate governance listing standards applicable to domestic U.S. companies.

After the Corporate Restructuring and upon the completion of this offering, we expect that VHKL will own approximately 91.80% of our outstanding Class A Shares (or 90.69% if the underwriters exercise their option to purchase additional shares in full), and our controlling shareholder will have the ability to control matters requiring shareholder approval. These matters include, but are not limited to, the election and removal of directors, amendments to our certificate of incorporation and bylaws, and the approval of significant corporate transactions, such as a merger, consolidation, change in control, or sale of all or substantially all of our assets. The interests of our controlling shareholder may differ from or conflict with the interests of other shareholders. This concentration of ownership may have the effect of delaying, deterring, or preventing a change in control or other transactions that could be beneficial to our other shareholders, and may limit your ability to influence corporate governance and strategic decisions. As a result, the market price of our common stock may be adversely affected.

As a foreign private issuer and a “controlled company”, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including (i) an exemption from the rule that a majority of our board of directors must be independent directors; (ii) an exemption from the rule that director nominees must be selected or recommended solely by independent directors; (iii) an exemption from the rule that the compensation committee must be comprised solely of independent directors and (iv) an exemption from the requirement that an audit committee be comprised of at least three members under Nasdaq Rule 5605(c)(2)(A). We intend to rely on all of the foregoing exemptions available to foreign private issuers and “controlled company,” such that (i) half of the members of our board of directors are independent directors board, while the other half are executive directors, (ii) all members of our board of directors, including non-independent directors, may participate in the selection or recommendation of director nominees, (iii) our compensation committee consists of two independent directors and our chief executive officer (who will recuse himself from compensation matters relating to the chief executive officer), and (iv) our audit committee comprises of only two independent directors.

As a result, you may not be provided with the benefits of certain corporate governance requirements of Nasdaq applicable to companies that are subject to these corporate governance requirements.

Risks Related to Our Separation from VCIG and VHKL

As long as VHKL controls us, your ability to influence matters requiring stockholder approval will be limited.

After the Corporate Restructuring and upon the completion of this offering, we expect that VHKL will own approximately 91.80% of our outstanding Class A Shares (or 90.69% if the underwriters exercise their option to purchase additional shares in full), and our controlling shareholder will have the ability to control matters requiring shareholder approval. These matters include, but are not limited to, the election and removal of directors, amendments to our certificate of incorporation and bylaws, and the approval of significant corporate transactions, such as a merger, consolidation, change in control, or sale of all or substantially all of our assets. The interests of our controlling shareholder may differ from or conflict with the interests of other shareholders. This concentration of ownership may have the effect of delaying, deterring, or preventing a change in control or other transactions that could be beneficial to our other shareholders, and may limit your ability to influence corporate governance and strategic decisions. As a result, the market price of our common stock may be adversely affected.

Additionally, holders of our Class B Shares are entitled to twenty votes per share, while holders of our Class A Shares are entitled to one vote per share. As a result of the disparate voting rights of the Class B Shares, holders of Class B Shares, including our controlling shareholder, will be able to exercise significant voting power and control over matters submitted to shareholders for approval, notwithstanding their ownership of a minority of the total outstanding ordinary shares. This dual-class structure may have a dilutive effect on the voting power of holders of our Class A Shares and will limit your ability to influence corporate matters, including the election of directors, amendments to our organizational documents and the approval of significant corporate transactions. In addition, this structure may have the effect of delaying, deterring or preventing a change in control, merger, consolidation or other business combination that holders of our Class A Shares may consider favorable, thereby constituting an anti-takeover mechanism. The concentration of voting control in the hands of holders of Class B Shares may also discourage potential acquirers from making offers for our company that might otherwise be beneficial to holders of our Class A Shares, and may reduce the trading price and liquidity of our Class A Shares. Certain institutional investors and proxy advisory firms may view companies with dual-class structures less favorably, which could further adversely affect the market price of our Class A Shares.

For so long as VHKL beneficially owns shares representing a majority of the voting power, it will be able to elect all of the members of our board of directors and exercise significant influence over matters requiring shareholder approval, and VHKL will control the outcome of matters requiring shareholder approval. See the section titled “Principal Shareholders”.

VHKL’s ability to control our board of directors may make it difficult for us to recruit high-quality independent directors.

So long as VHKL beneficially owns shares of our outstanding shares representing at least a majority of the votes entitled to be cast by the holders of our outstanding voting stock, VHKL can effectively control and direct our board of directors. Further, the interests of VCIG, VHKL and our other stockholders may diverge. Under these circumstances, persons who might otherwise accept our invitation to join our board of directors may decline.

VHKL’s interests   may conflict with our interests and the interests of our other stockholders. Conflicts of interest between us and VCIG or VHKL could be resolved in a manner unfavorable to us and our other stockholders.

Various conflicts of interest between us and VCIG and VHKL could arise. We anticipate that, at the completion of this offering, Hoo Voon Him will continue to serve as the Chairman of the board of directors and Chief Executive Officer of VCIG and only shareholder in VHKL. Ownership interests of Hoo Voon Him in VCIG and VHKL and ownership interests of our directors and officers in VCIG or VHKL capital stock, or service by an individual as either a director and/or officer of both companies, could create or appear to create potential conflicts of interest when such individuals are faced with decisions relating to us. These decisions could include:

Potential conflicts of interest could also arise if we decide to enter into new commercial arrangements with VCIG or VHKL in the future or in connection with VCIG’s or VHKL’s desire to enter into new commercial arrangements with third parties. Additionally, VCIG or VHKL may be constrained by the terms of agreements relating to its indebtedness from taking actions, or permitting us to take actions, that may be in our best interest.

Our certificate of incorporation will provide that, except as otherwise agreed to in writing by VCIG,VHKL and us, VCIG and VHKL will have no duty to refrain from engaging in the same or similar business activities or lines of business, doing business with any of our customers or employing or otherwise engaging or soliciting for employment any of our directors, officers or employees.

Our memorandum and articles of association will also provide that in the event that a director or officer of the Company who is also a director or officer of VCIG or VHKL acquires knowledge of a potential corporate opportunity that may be a corporate opportunity for both the Company and VCIG (excluding any corporate opportunity that was presented or became known to such director or officer solely in his or her capacity as a director or officer of the Company, as reasonably determined by such director or officer, unless the Company notifies such person that the Company does not intend to pursue such opportunity), such director or officer may present such opportunity to the Company or VCIG or VHKL or any of them, as such director or officer determines in his or her sole discretion, and that by doing so such person will have satisfied his or her duties to the Company and its stockholders. Our memorandum and articles of association will provide that we renounce any interest in any such opportunity presented to VCIG or VHKL. These provisions create the possibility that a corporate opportunity of the Company may be used for the benefit of VCIG or VHKL.

Furthermore, disputes may arise between us and VCIG or VHKL relating to our past and ongoing relationships, and these potential conflicts of interest may make it more difficult for us to favorably resolve such disputes, including those related to:

We will have a general policy that all material transactions with a related party, as well as all material transactions in which there is an actual, or in some cases, perceived, conflict of interest, will be subject to prior review and approval by our Audit Committee and its independent members, who will determine whether such transactions or proposals are fair and reasonable to VCCG or VHKL and its stockholders. In general, potential related-party transactions will be identified by our management and discussed with our Audit Committee at its meetings.

However, we may not be able to resolve any potential conflicts, and even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated third party. While we are controlled by VHKL, we may not have the leverage to negotiate amendments to our various agreements with VCIG or VHKL (if any are required) on terms as favorable to us as those we would negotiate with an unaffiliated third party.

The separation may limit our ability to compete in certain businesses and take certain actions, which may prevent us from pursuing opportunities to raise capital, acquire other businesses or provide equity incentives to our employees, which could impair our ability to grow.

The Separation Agreement and First Amendment to the Separation Agreement will limit our ability to compete in certain businesses and take certain actions, which could impair our ability to grow. During the period beginning on the closing of the Separation Agreement and ending on the fifth anniversary of such date (the “Non-Competition Period”), (i) VCIG and VHKL and its affiliates have agreed not to compete with, or own, manage, operate, control or participate in the ownership, management, operation or control of any company that competes with us in the Corporate Advisory Business across all jurisdictions, and (ii) we and the Corporate Advisory Subsidiaries have agreed not to compete with, or own, manage, operate, control or participate in the ownership, management, operation or control of any company that competes with VCIG or VHKL in the other businesses of VCIG or VHKL that are not related to the Corporate Advisory Business in all jurisdictions. Similarly, during the Non-Competition Period, VCIG, VHKL and us have agreed to customary non-solicitation provisions relating to the employees of VCCG, the Company or the Corporate Advisory Subsidiaries.

Our inability to compete with VCIG’s or VHKL’s businesses and pursue certain transactions could materially adversely affect our business, results of operations and financial condition.

We have no operating history as a stand-alone public company, and our historical and pro forma financial information is not necessarily representative of the results we would have achieved as a stand-alone public company and may not be a reliable indicator of our future results.

The historical financial information we have included in this prospectus does not reflect, and the pro forma financial information included in this prospectus may not reflect, what our financial condition, results of operations or cash flows would have been had we been a stand-alone entity during the historical periods presented, or what our financial condition, results of operations or cash flows will be in the future as an independent entity.

The pro forma combined and consolidated financial information included in this prospectus includes adjustments based upon available information we believe to be reasonable. However, the assumptions may change and actual results may differ. In addition, we have not made pro forma adjustments to reflect many significant changes that will occur in our cost structure, funding and operations as a result of our transition to becoming a public company, including changes in our employee base, potential increased costs associated with reduced economies of scale and increased costs associated with being a publicly traded, stand-alone company. For additional information about the basis of presentation of our pro forma financial information and historical financial information included in this prospectus, see the sections titled “Selected Combined and Consolidated Financial Data”.

If VCIG or VHKL experiences a change in control, our current plans and strategies could be subject to change.

As long as VHKL controls us, it will have significant influence over our plans and strategies, including strategies relating to marketing and growth. In the event VCIG or VHKL experiences a change in control, a new VCIG or VHKL owner may attempt to cause us to revise or change our plans and strategies, as well as the agreements between VCIG, VHKL and us, described in this prospectus. A new owner may also have different plans with respect to the contemplated distribution of our ordinary shares to VCIG or VHKL stockholders, including not effecting such a distribution.

The assets and resources that we acquire from VCIG in the separation may not be sufficient for us to operate as a stand-alone company, and we may experience difficulty in separating our assets and resources from VCIG.

Because we have not operated as an independent company in the past, we will need to acquire assets in addition to those contributed by VCIG and its subsidiaries to us and our subsidiaries in connection with our separation from VCIG. We may also face difficulty in separating our assets from VCIG’s assets and integrating newly acquired assets into our business. Our business, financial condition and results of operations could be harmed if we fail to acquire assets that prove to be important to our operations or if we incur unexpected costs in separating our assets from VCIG’s assets or integrating newly acquired assets.

The services that VCIG or VHKL provides to us may not be sufficient to meet our needs, which may result in increased costs and otherwise adversely affect our business.

Pursuant to the Separation Agreement and First Amendment to the Separation Agreement, we expect VCIG to continue to provide us with certain administrative services, including human resources and administrative services, and finance services (the “Shared Services”). Further, if we no longer receive the Shared Services from VCIG due to the termination of the Separation Agreement or otherwise, we may not be able to perform these services ourselves and/or find appropriate third-party arrangements at a reasonable cost (and any such costs may be higher than those charged by VCIG). See the section titled “Certain Relationships and Related Party Transactions—Relationship with VCIG.”

Our ability to operate our business effectively may suffer if we are unable to cost-effectively establish our own administrative and other support functions in order to operate as a stand-alone company after the expiration of our shared services and other intercompany agreements with VCIG.

As an operating segment of VCIG, we relied on administrative and other resources of VCIG, including accounting, finance, and human resources, to operate our business. In connection with this offering, we have entered into the Separation Agreement to retain the ability to use these VCIG resources. See the section titled “Certain Relationships and Related Party Transactions.” These services may not be provided at the same level as when we were a business segment within VCIG, and we may not be able to obtain the same benefits that we received prior to this offering. These services may not be sufficient to meet our needs, and after our agreements with VCIG expire (which will generally occur within 12 months following the completion of this offering), we may not be able to replace these services at all or obtain these services at prices and on terms as favorable as we currently have with VCIG. We will need to create our own administrative and other support systems or contract with third parties to replace VCIG’s systems. In addition, we have received informal support from VCIG, which may not be addressed in the agreements we have entered into with VCIG, and the level of this informal support may diminish as we become a more independent company. Any failure or significant downtime in our own administrative systems or in VCIG’s administrative systems during the transitional period could result in unexpected costs, impact our results and/or prevent us from paying our suppliers or employees and performing other administrative services on a timely basis.

After this offering, we will be a smaller company relative to VCIG, which could result in increased costs in our supply chain and in general because of a decrease in our purchasing power. We may also experience decreased revenue due to difficulty maintaining existing customer relationships and obtaining new customers.

Prior to this offering, we were able to take advantage of VCIG’s size and purchasing power in procuring goods, technology and services, including insurance, employee benefit support and audit and other professional services. In addition, as a segment of VCIG, we were able to leverage VCIG’s size and purchasing power to bargain with suppliers and service providers. We are a smaller company than VCIG, and we cannot assure you that we will have access to financial and other resources comparable to those available to us prior to this offering. As a stand-alone company, we may be unable to obtain office space, goods, technology and services in general, as well as components and services that are part of our supply chain, at prices or on terms as favorable as those available to us prior to this offering, which could increase our costs and reduce our profitability. Our future success depends on our ability to maintain our current relationships with existing customers, and we may have difficulty attracting new customers.

We may have received better terms from unaffiliated third parties than the terms we will receive in the agreements that we intend to enter into with VCIG.

The agreements that we intend to enter into with VCIG in connection with the separation, including the Shared Services in the Separation Agreement, were prepared in the context of the separation while we were still a wholly owned subsidiary of VCIG. See the section titled “Certain Relationships and Related Party Transactions—Relationship with VCIG.” Accordingly, during the period in which the terms of those agreements were prepared, we did not have an independent board of directors or a management team that was independent of VCIG. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties. Presently, we do not intend to enter into any services agreement with VHKL.

Risks Related to Investing in a British Virgin Islands Company  

We are a British Virgin Islands company, and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States.

We are incorporated under the laws of the British Virgin Islands. Most of our assets are located outside the United States. Furthermore, most of our directors and officers reside outside the United States, and most of their assets are located outside the United States. As a result, you may find it difficult to effect service of process within the United States upon these persons or to enforce outside the United States judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for you to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an action against us or these persons in a British Virgin Islands court predicated upon the civil liability provisions of the U.S. federal securities laws.

As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the British Virgin Islands, courts in the British Virgin Islands will not automatically recognize and enforce a final judgment rendered by a U.S. court.

Any final and conclusive monetary judgment obtained against us in U.S. courts, for a definite sum, may be treated by the courts of the British Virgin Islands as a cause of action in itself so that no retrial of the issue would be necessary, provided that in respect of the U.S. judgment:

Under our articles of association, we indemnify and hold our directors harmless against all claims and suits brought against them, subject to limited exceptions.

You may have more difficulty protecting your interests than you would as a shareholder of a U.S. corporation.

Our affairs are governed by the provisions of our memorandum of association and articles of association, as amended and restated from time to time, and by the provisions of applicable British Virgin Islands law. The rights of our shareholders and the responsibilities of our directors and officers under the British Virgin Islands law are different from those applicable to a corporation incorporated in the United States. There may be less publicly available information about us than is regularly published by or about U.S. issuers. Also, the British Virgin Islands regulations governing the securities of British Virgin Islands companies may not be as extensive as those in effect in the United States, and the British Virgin Islands law and regulations in respect of corporate governance matters may not be as protective of minority shareholders as state corporation laws in the United States. Therefore, you may have more difficulty protecting your interests in connection with actions taken by our directors and officers or our principal shareholders than you would as a shareholder of a corporation incorporated in the United States.

USE OF PROCEEDS

We estimate that the net proceeds we will receive from the sale of our Class A Shares in this offering, after deducting the underwriting discount and estimated offering expenses payable by us, will be approximately $12.90 million, assuming that the Class A Shares to be sold in this offering are sold at $4 per Class A Share. We currently intend to use the net proceeds of this offering for general working capital, business expansion as well as team expansion.

A $1.00 increase (decrease) in the assumed initial public offering price of $4 per share would increase (decrease) the net proceeds to us from this offering by $3.43 million, assuming the expected number of Class A Shares to be sold by us in this initial public offering remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

The primary purpose of this Offering is to create a public market for the Shares for the benefit of all shareholders. We plan to use the net proceeds of this Offering as follows:

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this initial public offering. Our management, however, will have some flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

We have never declared or paid cash dividends to holders of our capital stock. We currently intend to retain future earnings to finance the operation and expansion of our business. We do not anticipate paying any dividends on our Class A Shares in the foreseeable future. As a result, you will need to sell your Class A Shares to receive any income or realize a return on your investment. You may not be able to sell your Class A Shares at or above the price you paid for them.

Any future determination to pay dividends will be at the discretion of our board of directors. If we do commence the payment of dividends in the future, there can be no assurance that we will continue to pay any dividend. Our board of directors is free to change our dividend policy at any time, including to increase, decrease or eliminate our dividend. The board will base its decisions on, among other things, general business conditions, our results of operations, financial condition, cash requirements, prospects, contractual, legal and regulatory restrictions regarding dividend payments by our subsidiaries and any other factors the board may consider relevant. No assurance is given that we will pay any dividends to holders of our capital stock or as to the amount of any such dividends if our board of directors determines to do so.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2025:

The information below is not necessarily indicative of what our capitalization would have been had the separation or this offering been completed as of June 30, 2025. In addition, it is not indicative of our future capitalization. This table is derived from, and should be read in conjunction with our unaudited interim condensed combined and consolidated financial statements and the notes thereto included elsewhere in this prospectus, and with the sections titled “Selected Combined and Consolidated Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

DILUTION

If you invest in our Class A Shares, your ownership interest will be diluted to the extent that the initial public offering price per Share exceeds the tangible book value per Shares immediately following this offering. Dilution results from the fact that the initial public offering price per Class A Share is substantially in excess of the net tangible book value per share attributable to the existing shareholders for the presently outstanding shares on an as-converted basis.

As of June 30, 2025, our historical net tangible book value was $11.32 million, or $0.24 per Share. Our net tangible book value per Share represents total net tangible assets less intangible asset, all divided by the number of Shares outstanding as of June 30, 2025.

After giving effect to the corporate restructuring as well as the sale and issuance of Class A Shares in this offering at an assumed initial public offering price of $4.00 per Class A Share and after deducting the underwriting discount, non-accountable expenses and estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2025 would have been $24.23 million, or $0.47 per Share. This represents an immediate decrease in as adjusted net tangible book value of $0.23 per Share to our existing stockholder, VHKL, and an immediate dilution of $3.53 per Share to new investors participating in this offering.

The following table illustrates this dilution on a per share basis to new investors:

Each $1.00 increase (decrease) in the assumed initial public offering price of $4.00 per Class A Share would increase (decrease) our as adjusted net tangible book value by approximately $3.43 million, or approximately $0.06 per Share, and increase (decrease) the dilution per Share to investors participating in this offering by approximately $0.94 per Share, assuming that the number of Class A Shares offered by us remains the same and after deducting the use and estimated offering expenses payable by us.

The as adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.

The following table summarizes, on the as adjusted basis described above as of June 30, 2025, the differences between the number of Class A shares purchased from us, the total consideration and the price per share paid by our existing shareholder, VHKL, and by investors participating in this offering at an assumed initial public offering price of $4.00 per share before deducting the underwriting discount and estimated offering expenses payable by us.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

You should read the following discussion and analysis together with the section titled “Selected Combined and Consolidated Financial Data” and our combined and consolidated financial statements and related notes included elsewhere in this prospectus. Among other things, those historical financial statements include more detailed information regarding the basis of presentation for the financial data included in the following discussion. This discussion contains forward-looking statements about our business, operations and industry that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations and intentions. Our future results and financial condition may differ materially from those we currently anticipate as a result of the factors we describe under the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” 

Overview 

VCCG, a company formed by VCIG (Nasdaq: VCIG) and currently a subsidiary of VHKL, is a multi-disciplinary consulting group with key corporate advisory practices. Our team 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 guide and assist our clients’ paths to success by helping them to 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.

We have been delivering our services to companies ranging from small-medium enterprises and government contractors to publicly traded conglomerates across a broad array of industries. Our clients are predominantly from Malaysia (approximately 97% of our revenue in 2024) with some client engagements from Singapore (approximately 3% of our revenue in 2024). Most of our clients are listed on Nasdaq Capital Markets and we has conducted numerous engagements and advised. We have conducted numerous engagements and advised our clients on resolving issues surrounding listing strategies, corporate development initiatives and investor relations.

For the years ended December 31, 2023 and 2024, our revenue was US$12.40 million and US$14.29 million, respectively, representing a 15% growth, and our net profit was US$6.73 million and US$8.01 million, respectively, representing a 30% growth. For the years ended December 31, 2023 and 2024, our total comprehensive income was US$7.09 million and total comprehensive loss was US$0.76 million, respectively.

For the six months ended June 30, 2024 and 2025, our revenue was US$13.47 million and US$7.83 million respectively, representing a decline of 42%, and our net profit was US$10.60 million and US$5.09 million, respectively, representing a decline of 52%. For the six months ended June 30, 2024 and 2025, our total comprehensive income was US$6.76 million and US$4.60 million, respectively. 

Our Mission

We strive to deliver tailored business strategies to support clients in maximizing its long-term value and growth in a competitive market.

Consultancy Service

The Company offers a diverse range of consultancy services which includes, among others, listing consultancy and business strategy consultancy, offering comprehensive support to clients throughout their company growth and listing journey.

Listing Consultancy 

Our listing consultancy offering includes end-to-end listing solutions that cover advising on organizational readiness, managing due diligence process, conducting peer and industry analyses, supporting the drafting of offering materials, and providing assistance to customers throughout the listing process. Over the years, our listing consultancy services have successfully propelled our customers’ businesses to achieve their strategic objectives.

Business Strategy Consultancy 

Our services comprises comprehensive business consultancy support ranging from business strategy development, organizational planning, advice on internal controls, corporate governance, and board-level strategies, goal settings, leadership and talent development to advising in stakeholder communications. We support the preparation of investor communication materials, offers strategic input on structure optimization, and helps formulate narratives and positioning strategies. We also assist in investor relations and public relations to help customers maintain effective communication with stakeholders and guidance on regulatory awareness. Our services are designed to deliver clear and practical solutions that help clients strengthen decision-making, improve competitiveness, and create long-term value.

Across both our listing consultancy and business strategy consultancy services, we undertake the following functions:

Revenue Model

Our revenue is driven in part by our ability to offer customized service offerings to add value to clients. We derive our revenues substantially from our business strategy consultancy service offerings and solutions that we deliver to our clients. Each contract has different terms based on the scope, deliverables, timing and complexity of the engagement. Depending on the terms of the service engagement contract, our revenues are derived from a few principal types of billing arrangements as explained below:

Service Fee

Our clients agree to a pre-established fee in exchange for a predetermined set of professional services. Generally, the client agrees to pay a fixed fee upon specific services engaged. Fees are determined based on our assessment of the engagement’s complexity, scale, estimated costs and the time it would take to complete each engagement.

Payment terms for fixed service fees vary by contract and may include upfront payments, periodic payments over the term of the engagement, or payments due upon the delivery of specified services or milestones where completion may be outside our control, including actions or decisions of the client, third-party service providers, or external market or regulatory conditions.

Additionally, revenue recognized at a point in time refers to revenue that is recognized when control of goods or services is transferred to the customer at a specific moment. This typically applies to projects that are completed within a short period, such as periods between three to eight months, or services where control is deemed to have passed upon fulfilment of the service terms. For example, in the case of due diligence services, revenue is recognized when the due diligence report is delivered to the customer. For the year ended December 31, 2023, 51% of total revenue was recognized at a point in time. For the year ended December 31, 2024, this proportion increased to 62% of total revenue.

Revenue recognized over time refers to revenue that is recognized progressively over a period as the Company performs its contractual obligations. This approach is commonly applied to long-term contracts, ongoing services, subscriptions, or projects where customers receive and consume the benefits as the work is performed, such as IPO advisory projects. For the year ended December 31, 2023, 49% of total revenue was recognized overtime. For the year ended December 31, 2024, this proportion decreased to 38% of total revenue.

Key Business Metrics

In addition to the measures presented in our combined and consolidated financial statements, we use the following key metrics to evaluate our business, measure our performance, develop financial forecasts and make strategic decisions. Our key business metrics may be calculated in a manner different than similar key business metrics used by other companies.

Corporate Restructuring

In connection with this offering, the Company completed a corporate restructuring (the “Corporate Restructuring”) intended to simplify its ownership structure and align the Company’s voting control. The restructuring transactions were completed on January 6, 2026 , and did not involve any change in the underlying business operations of the Company.

Pursuant to the restructuring, VCIG transferred its entire equity interest in VCCG, consisting of 100% of the issued and outstanding Class A Shares and Class B Shares, to VHKL. Following the transfer, VHKL became the direct parent company of VCCG. VHKL is controlled by Mr. Hoo Voon Him, who is the controlling shareholder of VHKL and, as a result of the restructuring, now exercises control over VCCG.

In addition, VCCG implemented a share split on a two-for-one basis, whereby each issued and outstanding ordinary share was subdivided into two ordinary shares of the same class. Concurrently with the share split, the voting rights attached to the Class B Shares were increased from ten vote per share to twenty votes per share. The Class A Shares continue to carry one vote per share.

As a result of the foregoing restructuring, Mr. Hoo Voon Him, through his control of VHKL and ownership of Class B Shares, holds a controlling voting interest in the Company. The restructuring did not result in any change to the Company’s assets, liabilities, or business operations, but it did affect the ownership and voting structure of the Company.  

Factors Affecting Our Business and Results of Operations

Reputation and Brand Strength 

Our reputation and brand strength play a critical role in shaping our business and results of operations. Historically, our consultancy activities have been conducted under the VCIG name, although contracts with clients have consistently been entered into under V Capital Consulting Limited (VCCL), a BVI entity and subsidiary of both VCCG and VCIG. Following the separation agreement, we have been establishing and building the “VCCG” brand as the dedicated identity for our consulting arm, and we are in the process of launching a new website under this brand to further support its market presence. A strong brand, built on trust and consistent delivery of results, is essential for attracting and retaining clients. Clients depend on us for effective advisory services, and by consistently meeting their expectations, we foster long-term relationships and generate referrals. Our credibility in the market, driven by a solid reputation, helps differentiate us from competitors and strengthens our position. A positive brand image enhances our ability to attract new clients and partners, ultimately supporting our business growth and success. 

Comparability of Historical Results

Our historical combined and consolidated financial statements, which are discussed below, are prepared on a stand-alone basis in accordance with IFRS and are derived from VCIG’s consolidated financial statements and accounting records using the historical results of operations and assets and liabilities attributed to our operations and include allocations of expenses from VCIG. Our combined and consolidated results are not necessarily indicative of our future performance and do not reflect what our financial performance would have been had we been a stand-alone public company during the periods presented.

VCIG currently provides certain services to us, and costs associated with these functions have been allocated to us. The allocations include costs related to corporate services related to (i) administrative services, including human resources and administrative services, finance services and (ii) the sublease of office space and shared facilities. These costs were allocated on a basis of revenue, headcount or other measures we have determined as reasonable. These allocations are primarily reflected within operating expenses in our combined and consolidated statements of operations. Management believes the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to, or the benefit received by, us during the periods presented. However, these allocations may not necessarily be indicative of the actual expenses we would have incurred as an independent company during the periods prior to the offering or of the costs we will incur in the future.

Our Relationship with VCIG

Following the completion of this offering, we expect VCIG to continue to provide certain of the services described above on a transitional basis for a fee. These services will be provided under the Separation Agreement as described in “Certain Relationships and Related Party Transactions—Relationship with VCIG—Arrangements Between VCIG and Our Company.” We generally expect to use the vast majority of these services for less than a year following the completion of this offering, depending on the type of the service and the location at which such service is provided. However, we may agree with VCIG to extend the service periods for a limited amount of time (which period will not extend past the first anniversary of the distribution) or may terminate such service periods by providing prior written notice.

Following the completion of this offering, we will be subject to the reporting requirements of the Exchange Act. We will be required to establish procedures and practices as a stand-alone public company in order to comply with our obligations under the Exchange Act and related rules and regulations. As a result, we will incur additional costs, including internal audit, investor relations, stock administration and regulatory compliance costs. These additional costs may differ from the costs that were historically allocated to us from VCIG. To operate as a stand-alone company, we expect to incur costs to replace certain services previously provided by VCIG, which may be higher than those reflected in our historical combined and consolidated financial statements.

Components of Our Operating Results

Revenue

We derive our revenue from corporate advisory services. The above table sets forth a breakdown of our revenue in absolute amount and the changes in percentage from year ended December 31, 2023 to year ended December 31, 2024 and the six months ended June 30, 2024 and 2025.

The non-cash portion of revenue recognized amounted to US$8,791,482 for the year ended 2024 and US$7,895,100 for the year ended 2023. Historically, not all of these amounts have been realized in cash upon the disposition of the related securities. The non-cash portion of revenue is received in the form of securities, whether quoted or unquoted, and is recorded as financial assets in the statement of financial position. These securities are subsequently remeasured based on their market value for quoted shares or based on the most recent valuation report for unquoted securities.

Any resulting gain or loss arising from revaluation is recognized in revaluation reserves until the disposal of the respective securities, at which point the accumulated amount is transferred to retained earnings. 

Revenue from business strategy consultancy has increased by US$2.45 million, or 38% from US$6.36 million for the year ended December 31, 2023 to US$8.81 million for the year ended December 31, 2024. Such an increase was mainly attributed to the increase in short-term business consultancy projects, which were recognized point in time. Repeat engagements from existing clients and new client acquisitions, supported by increased client outreach and marketing initiatives, contributed to an expanded client base.

Revenue from business strategy consultancy has decreased by US$2.83 million, or 32% from US$8.79 million for the six months ended June 30, 2024 to US$5.96 million for the six months ended June 30, 2025. Such a decrease was mainly attributed to several large engagements ended in 2024 has no equivalent replacements in 2025.

Revenue from listing consultancy has decreased by US$0.56 million, or 10%, from US$6.04 million for the year ended December 31, 2023 to US$5.48 million for the year ended December 31, 2024. Such a decrease was mainly attributed to the completion of certain long-term IPO consultancy projects in 2024.

Revenue from listing consultancy has decreased by US$2.81 million, or 60%, from US$4.68 million for the six months ended June 30, 2024, to US$1.87 million for the six months ended June 30, 2025. Such a decrease was mainly attributed to the completion of certain long-term IPO consultancy projects recognized over time in 2024. Apart from that, decreased in revenue was due to delays in projects and revenue shifted to later periods.

Other Income

Comparison for the fiscal year ended December 31, 2023, and December 31, 2024, and for the six months ended June 30, 2024 and 2025 are as follows:

Operating Costs

The operating costs had increased by US$0.65 million, or approximately 12%, from US$5.64 million in the year ended December 31, 2023 to US$6.29 million in the year ended December 31, 2024. This was mainly due to the increase in consultant fees and legal and professional fees.

The operating costs decreased by US$0.10 million, or approximately 3%, from US$2.88 million in the six months ended June 30, 2024, to US$2.78 million in the six months ended June 30, 2025. This was mainly due to the decrease in consultant fees and legal and rental expenses.

The consultant fees refer to the Company’s costs incurred from assisting its clients, in engaging all the relevant professionals required during the listing process, including but not limited to legal counsel, auditors, finance consultants, the US Capital markets consultant, which such consultant fee payment shall be included and be treated as part of our consultation services to our clients during the IPO’s process. This cost increased by 16% from the year 2023 to 2024 due to higher volume of business strategy consultancy projects, which led to increased consultant costs. As of June 30, 2025, the consultant fee reduced by US$0.72 million, or approximately 94%, from US$ 0.77 million in the six months ended June 30, 2024, to US$0.05 million in the six months ended June 30, 2025. The change was mainly attributable to our reliance on internal resources.

Referral fee decreased by US$0.28 million, or approximately 30%, from US$0.94 million in the year ended December 31, 2023, to US$0.66 million in the year ended December 31, 2024. The decrease was primarily due to fewer IPO mandates in 2024 compared to 2023. The referral fee is mainly associated with IPO projects, while short-term projects either do not incur referral fees or generate lower fees compared to IPO engagements. As of June 2025, our referral fee increased by US$0.22 million, or approximately 40% from US$0.54 million in the six months ended June 30, 2024, to US$0.76 million in the six months ended June 30, 2025. This is mainly due to the decrease in revenue; we raised the referral fee percentage in an effort to attract more customers.

Director fee had increased by US$0.24 million, or approximately 31%, from US$0.78 million in the year ended December 31, 2023, to US$1.02 million in the year ended December 31, 2024. This was mainly because we revised our director fees in year 2024, as a reward of the good performance in year 2024 compared to year 2023.

Allowance for expected credit losses on trade and other debtors increased US$0.34 million, or approximately 143%, from US$0.23 million in the year ended December 31, 2023 to US$0.57 million in the year ended December 31, 2024. The increase was primarily due to higher trade and other receivables during the year. However, the overall allowance decreased on a net basis, as certain expected credit losses balances were written off as bad debts during the year.

Allowance for expected credit losses on trade and other debtors increased US$0.39 million, or approximately 434%, from US$0.09 million in the six months ended June 30, 2024 to US$0.48 million in the six months ended June 30, 2025. The increase was primarily due to higher trade and other receivables during the year.

Legal and professional fees increased by US$0.18 million, or approximately 1,289%, from US$0.01 million in the year ended December 31, 2023, to US$0.19 million in the year ended December 31, 2024. Legal and professional fees increased by US$0.151 million or approximately 20,343%, from US$0.001 million in the six months ended June 30, 2024, to US$0.152 million in the six months ended June 30,2025. The significant increase in the legal and professional fee is primarily attributed to the legal fee incurred in connection with the planning of our segregation process.

Other operating expenses consist mainly of marketing expenses, entertainment with existing clients or potential clients, and upkeep of office. The decrease in other operating expenses is mainly due to lower marketing expenses, as we had organized an IPO conference in fiscal year 2023, which did not recur in 2024.

Income Taxes

The Group’s current taxation was US$0.02 million for the financial year ended December 31, 2023, US$ Nil for the financial year ended December 31, 2024 and US$ Nil for the six months ended June 30, 2024 and 2025.

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. As we expand internationally, we will face increased complexity in determining the appropriate tax jurisdictions for revenue and expense items which may differ from that of VCIG. Our policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and operating results. The provision for income taxes includes the effects of any accruals that we believe are appropriate, as well as the related net interest and penalties.

Segments Operations

Operating segments are identified on the basis of internal reports about components of the Company that are regularly reviewed by the Chief Operating Decision Maker (CODM) – Yong Hui Wun - Chief Executive Officer (“CEO”) for the purpose of resource allocation and performance assessment. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

The Group operates in a single business segment which is the business of business strategy consultancy. Accordingly, no separate segment disclosures are presented, as the Company has only one reportable operating segment in accordance with IFRS 8 Operating Segments. The Company’s revenue is derived entirely from this single business activity.

Geographical information

The Group’s non-current assets (excluded financial assets, measured at fair value through other comprehensive income) are located in Malaysia.

The following table summarizes revenue generated from different countries:

Revenue is attributed to each country based on the location of the customer’s principal place of business.

Discussion on Certain Key Items on the Combined and Consolidated Statement of Financial Position

The following table sets forth key information from our combined and consolidated statement of financial position as of the dates indicated. The information should be read together with our audited combined and consolidated financial statements and related notes included elsewhere in this prospectus.

Trade and Other Receivables

The average credit period for services rendered is 15 to 30 days. No interest is charged on the outstanding balances.

The table below sets forth an aging analysis of trade receivables as at December 31, 2023, December 31, 2024 and June 30, 2025.

In determining the recoverability of trade receivables, the Company considers any changes in the credit quality of the trade receivables from the date credit was initially granted up to the reporting date. There was no significant change in credit quality for the Company’s trade receivables balances which are past due and partially impaired. 

The allowance for ECL has been determined by taking into consideration recovery prospects and past doubtful experience.

As part of the Company’s credit risk management, the Company assesses the impairment for its customers based on different group of customers which share common risk characteristics that are representative of the customers’ abilities to pay all amounts due in accordance with the contractual terms.

Allowance for ECL on trade and other receivables has been measured at an amount equal to lifetime ECL. The ECL on trade and other receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate.

As of December 31, 2024, the provision matrix applies ECL rates based on the age of the receivables ranged from 1% to 22% for trade receivables. For other receivables, the Group applies the ECL rate ranged from 16% to 23%. As of June 30, 2025, the provision matrix applies ECL rates based on the age of the receivables ranged from 3.3% to 10% for trade receivables. For other receivables, the Group applies the ECL rate of 12.4%.

In addition to the general provision matrix, the Company assesses certain specific trade and other receivables individually. This individual assessment is based on direct contact with the debtor, historical payment behavior, and other relevant factors to determine whether there are specific recoverability issues.

The Company assesses ECL on an annual basis to ensure that the ECL allowance remains appropriate and reflective of current credit risk conditions. There have been no changes in estimation techniques or significant assumptions used in calculating ECL during the current reporting period. A receivable is written off when there is objective evidence that the debtor is experiencing significant financial hardship and there is no reasonable expectation of recovery. Indicators of such conditions include the debtor entering liquidation or significant deterioration in creditworthiness with no expected future cash flows.

Financial assets, measured at fair value through other comprehensive income

Financial assets, measured at FVTOCI

In December 2024, the Company received 700,000 ordinary shares of Founder Group Limited, an entity listed on Nasdaq Capital Market as part of the consideration for the Group’s consultancy services rendered valued at US$1,400,000. During the financial period ended June 30, 2025, the Company disposed of 502,086 ordinary shares of Founder Group Limited for US$710,370, and transferred US$293,771 cumulative fair value loss to retained earnings.

In October 2023, the Company received a total of 800,000 ordinary shares from Sagtec Global Limited as part of the consideration for the Company’s business consultancy services rendered. On March 7, 2025, Sagtec Global Limited successfully listed in Nasdaq Capital Market, as a result, the investment was reclassified from unquoted security to quoted security, and the Company revalued the shares to reflect the market price. On the same day, the Company received a total of 529,200 ordinary shares from Sagtec Global Limited as part of the consideration for the Company’s consultancy services rendered valued at US$2,116,800. On April 28, 2025, the Company disposed of 529,200 ordinary shares for US$1,587,600, and transferred US$107,815 cumulative fair value gain to retained earnings.

In November 2023, the Company received approximately 4.9% or 1,631,700 ordinary shares in YY Group Holding Limited (“YYGH”), as part of the consideration for the Company’s consultancy services rendered, valued at US$4,895,100.

As of December 31, 2023, the fair value of certain unquoted investments was determined by the Group using a third-party independent valuation firm not connected to the Group using the income approach - discounted cash flow. Based on the valuation report, there is a fair value adjustment of US$88,000 and US$277,389 on the investment in Sagtec Global Limited and YY Group Holding Limited. The Group takes full responsibility for the determination of the value of the unquoted investment.

In March 2024, the Company received a total of 1,030,494 ordinary shares from Agroz Inc and 14,250,000 shares from Fintech Scion Limited, as part of the consideration for the Company’s consultancy services rendered valued at US$3,091,482 and US$5,700,000 respectively. The Group disposed of all the shares of both Agroz Inc and Fintech Scion Limited during the year 2024.

Moreover, there is a transfer of US$5,172,489 from unquoted shares to quoted shares measured at fair value through OCI as YY Group Holding Limited had successfully listed on the Nasdaq Stock Market in April 2024. The valuation of YY Group Holding Limited’s shares are categorized under Level 1 of the fair value hierarchy as the prices of these shares are available in an active market.

The significant unobservable inputs used in the fair value measurements of unquoted securities are categorized within Level 3 of the fair value hierarchy.

Key assumptions used for discounted cash flow calculations as of December 31, 2023 and 2024 are shown below:

Quantitative sensitivity analysis as of December 31, 2023 and 2024 are shown below:

Trade and Other Payables

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

The above balances that are not denominated in the functional currency are as follows:

Liquidity and Capital Resources

Cash Flows

The following table presents our cash flows for the years/periods presented.

Operating Activities

Net cash generated from operating activities during the financial year December 31, 2023 was US$1.03 million, which consists of our profit before tax of US$6.76 million as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash primarily included non-cash revenue of US$7.90 million and impairment allowance on trade receivables at US$0.24 million. The principal items accounting for the changes in operating assets and liabilities were (i) US$1.19 million increase in trade receivables, deposits and prepayments and (ii) US$0.79 million increase in trade and other payables.

Net cash generated from operating activities was US$1.03 million during the financial year ended December 31, 2023, compared to net cash used in operating activities of US$3.34 million during the financial year ended December 31, 2024, reflecting a year-over-year deterioration of approximately US$4.37 million.

The decrease was primarily attributable to the fact that a significant portion of revenue in 2024 was settled through the receipt of customer shares rather than cash collections. While these transactions increased reported revenue and recognized income, they did not generate corresponding cash inflows, resulting in lower operating cash flow.

Net cash used in operating activities during the six months ended June 30, 2025 was US$1.06 million, which consists of our profit before tax of US$5.09 million as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash primarily included non-cash revenue of US$2.12 million and impairment allowance on trade and other receivables of US$0.48 million. The principal items accounting for the changes in operating assets and liabilities were (i) US$4.04 million decrease in trade receivables, deposits and prepayments and (ii) US$0.45 million decrease in trade and other payables.

Net cash used in operating activities was US$1.62 million during the six months ended June 30, 2024, compared to net cash used in operating activities of US$1.06 million during the six months ended June 30, 2025, reflecting a year-over-year improvement of approximately US$0.56 million.

The increase was primarily due to the lower change in trade and other receivables for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024.

Investing Activities

Net cash used in investing activities during the financial year ended 2023 was US$4,755, which was mainly attributable to the acquisition of plant and equipment.

Net cash generated from investing activities in 2024 was US$1.18 million, Decline in net cash flow from operating activities was partly offset by the proceeds from investing activities of US$1.18 million in 2024, mainly reflecting proceeds from disposal of financial assets, measured at fair value through other comprehensive income.

Net cash generated from investing activities for the six months ended June 30, 2025 was US$1.96 million, which was due to proceeds from the disposal of shares in Founder Group Limited and the settlement of other receivables.

Financing Activities

Financing activities recorded a net inflow of US$3.08 million during the year ended December 31, 2024, primarily reflecting advances from related parties. This contrast with a net outflow of US$0.76 million in the prior year, which was mainly due to repayments to related parties. During the six months ended June 30, 2025, the Company had repaid US$2.0 million of the advances to the related parties.

As of December 31, 2023, we had US$0.264 million in cash and cash equivalents, comprising US$0.26 million held in United States Dollar, US$3,290 in Singapore Dollar, and US$1,116 in Malaysian Ringgit. As of December 31, 2024, we had US$1.18 million in cash and cash equivalents, of which US$1.184 million was held in United States Dollar and US$310 in Malaysian Ringgit. Our cash and cash equivalents primarily consist of cash on hand and general bank balances. As of June 30, 2025, we had US$0.028 million in cash and cash equivalents, of which US$0.027 million was held in United States Dollar and US$805 in Malaysia Ringgit.

Off-Balance Sheet Arrangements

As of December 31, 2023, December 31, 2024 and June 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Critical Accounting Policies and Estimates

Our combined and consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The preparation of these combined and consolidated financial statements requires management to make assumptions, judgments and estimates that can have a significant impact on the reported amounts of assets, liabilities, revenue and expenses. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. Actual results could differ significantly from these estimates. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. On a regular basis, we evaluate our assumptions, judgments and estimates and make changes accordingly. We also discuss our critical accounting estimates with the Audit Committee of the Board of Directors. We have listed below our critical accounting policies that we believe to have the greatest potential impact on our combined and consolidated financial statements.

Fair value measurement of unquoted shares

In determining the fair value of the unquoted shares, the Group relies on the net asset values of the investee companies or independent valuation report.

The availability of observable inputs can vary from investment to investment. For certain investments classified under Level 3 of the fair value hierarchy, the valuation could be based on models or inputs that are less observable or unobservable in the market and the determination of the fair values requires significant judgement. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future events which could not be reasonably determined as at the balance sheet date.

Allowance of expected credit loss (“ECL”) for trade and other receivables

The Group uses a provision matrix to calculate ECLs for trade and other receivables. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns.

The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the matrix to adjust historical credit loss experience with forward- looking information. At every reporting date, historical default rates are updated and changes in the forward-looking estimates are analyzed.

The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of the customer’s actual default in the future.

Recent Accounting Pronouncements

For a complete description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on financial condition and results of operations, refer to Note 2 to the combined and consolidated financial statements.

Emerging Growth Company Status

As an “emerging growth company,” under the JOBS Act, we are allowed to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, unless we otherwise irrevocably elect not to avail ourselves of this exemption. While we have not made such an irrevocable election, we have not delayed the adoption of any applicable accounting standards.

Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Rate Risk

For those customers in our international markets that we continue to sell to in U.S. dollars, an increase in the value of the U.S. dollar relative to foreign currencies could make our products more expensive and therefore reduce the demand for our products. Such a decline in the demand for our products could reduce sales and materially adversely affect our business, results of operations and financial condition. Certain operating expenses of our foreign operations require payment in local currencies.

We are exposed to risks associated with foreign exchange rate fluctuations due to our international sales and operating activities. These exposures may change over time as business practices evolve and could negatively impact our operating results and financial condition. As we grow our operations, our exposure to foreign currency risk could become more significant. To date, we have not entered into any foreign currency exchange contracts and currently do not expect to enter into foreign currency exchange contracts for trading or speculative purposes. We plan to establish a hedge program to hedge foreign currency exchange risks after the distribution, if not before.

BUSINESS

Our Mission

We strive to deliver tailored business strategies to support clients in maximizing its long-term value and growth in a competitive market.

Consultancy Service

The Company offers a diverse range of consultancy services which includes, among others, listing consultancy and business strategy consultancy, offering comprehensive support to clients throughout their company growth and listing journey.

Listing Consultancy 

Our listing consultancy offers end-to-end listing solutions that cover advising on organizational readiness, managing due diligence process, conducting peer and industry analyses, supporting the drafting of offering materials, and providing assistance to customers throughout the listing process. Over the years, our listing consultancy services have successfully propelled our customers’ businesses to achieve their strategic objectives.

Business Strategy Consultancy 

Our services comprise comprehensive business consultancy support ranging from business strategy development, organizational planning, advice on internal controls, corporate governance, and board-level strategies, goal settings, leadership and talent development to advising in stakeholder communications. We support the preparation of investor communication materials, offer strategic input on structure optimization, and help formulate narratives and positioning strategies. We also assist in investor relations and public relations to help customers maintain effective communication with stakeholders and guidance on regulatory awareness. Our services are designed to deliver clear and practical solutions that help clients strengthen decision-making, improve competitiveness, and create long-term value.

Across both our listing consultancy and business strategy consultancy services, we undertake the following functions:

Our Clients and Engagements:

Our client engagements are structured on a project-by-project basis, with terms, pricing, and fee structures determined individually for each assignment. As clients may negotiate fees, there are differences in each case and we do not have fixed or uniform arrangements.

We normally engage third-party consultants, including legal counsel, auditors, finance consultants, and U.S. capital markets consultants, on an as-needed basis to support specific projects. These consultants are generally retained through engagement letters for discrete scopes of work, and we do not maintain long-term agreements with them. The terms of such arrangements are customary and do not impose material ongoing obligations on us. Our liability exposure in connection with the retention of third-party legal and financial professionals is limited following each term of engagement.

Client Concentration:

For the year ended December 31, 2023, revenue concentration was primarily derived from four major customers, each contributing 10% or more of total revenue. Our top client accounted for 39.48% of total revenue, while our top three clients collectively represented 68.99%. In 2024, concentration narrowed to two major customers, with the top client contributing 39.89% and the top three clients representing 61.52% of total revenue.

For the six months ended June 30, 2024, revenue concentration was primarily derived from two major customers, with the top client contributing 42.3% and the top three clients contributing 74.5% of total revenue. For the six months ended June 30, 2025, revenue concentration was primarily derived from three major customers, each contributing 10% or more of total revenue. Our top client accounted for 48.6% of total revenue, and the top three clients representing 95.8% of total revenue.

Revenue Model

Our revenue is driven in part by our ability to offer customized service offerings to add value to clients. We derive our revenues substantially from our business strategy consultancy service offerings and solutions that we deliver to our clients. Each contract has different terms based on the scope, deliverables, timing and complexity of the engagement. Depending on the terms of the service engagement contract, as explained below.

Service Fee

Our clients agree to a pre-established fee in exchange for a predetermined set of professional services. Generally, the client agrees to pay a fixed fee upon specific services engaged. Fees are determined based on our assessment of the engagement’s complexity, scale, estimated costs and the time it would take to complete each engagement. Some of these fees are payable upon delivery of specific services, where completion may be outside our control.  

Payment terms for fixed service fees vary by contract and may include upfront payments, periodic payments over the term of the engagement, or payments due upon the delivery of specified services or milestones where completion may be outside our control, including actions or decisions of the client, third-party service providers, or external market or regulatory conditions. The service fee will be payable in cash, share or both. The non-cash portion of revenue recognized amounted to US$8,791,482 for the year ended 2024 and US$7,895,100 for the year ended 2023. Historically, not all these amounts have been realized in cash upon the disposition of the related securities.

Additionally, revenue recognized at a point in time refers to revenue that is recognized when control of goods or services is transferred to the customer at a specific moment. This typically applies to projects that are completed within a short period, such as periods between three to eight months, or services where control is deemed to have passed upon fulfilment of the service terms. For example, in the case of due diligence services, revenue is recognized when the due diligence report is delivered to the customer. For the year ended December 31, 2023, 51% of total revenue was recognized at a point in time. For the year ended December 31, 2024, this proportion increased to 62% of total revenue.

Revenue recognized over time refers to revenue that is recognized progressively over a period as the Company performs its contractual obligations. This approach is commonly applied to long-term contracts, ongoing services, subscriptions, or projects where customers receive and consume the benefits as the work is performed, such as IPO advisory projects. For the year ended December 31, 2023, 49% of total revenue was recognized overtime. For the year ended December 31, 2024, this proportion decreased to 38% of total revenue.

Business & Growth Strategies

VCCG’s key business and growth strategies are primarily as below:

Business Strategies

Our client relationships are built on quality services, our reputation, and the reputation of our consultants. We aim to build stronger recognition by providing diverse complementary services to meet our clients’ needs and offering satisfactory services. The following are key elements of our business strategy:

Leveraging Our Practitioners, Businesses, Extensive Geographic Diversification and Relationships: We are focused on maintaining and strengthening our core practices and competencies. We believe our management teams experience, client relationships, reputation and geographic diversity, are the key factors in why our clients engage with us. We believe that our management team’s experience, professional qualifications, and academic backgrounds under “management” section —including ACCA holders and professionals with advanced degrees in finance, law, and related fields—contribute to the expertise of our organization in capital markets, corporate finance and corporate advisory, including prior involvement in successful IPOs. Management also believes that our client relationships, professional reputation, and geographic diversity are important factors in how we operate. Our strategic collaborations with other companies are intended to support growth, though the timing, outcomes, and costs of such initiatives, including engagement of external teams such as SEO specialists for digital marketing campaigns, may vary and are subject to business and market conditions

Delivering Value to Our Clients: Our strategy is to work closely with our clients’ management to understand their business objectives in order to develop and implement solutions that optimize financial performance and enhance productivity. Our business processes for the effective execution of our consultancy services are as follows:

Attracting and Retaining Highly Qualified Professionals: Our professionals play a pivotal role in delivering our services to clients and generating new business. To attract and retain highly qualified professionals, we offer significant compensation opportunities, along with a competitive benefits package and the chance to work on challenging engagements with other highly skilled peers.

Online Search Engine Optimisation (SEO): SEO plays a pivotal role in our digital marketing campaign as it serves as our supporting strategy, enhancing our online presence campaign. 

Capitalizing on Our Strengths in Emerging Areas: We continue to leverage our domain expertise and broad capabilities to help our clients with strategic planning and to identify issues that might arise, to be well-prepared before a crisis.

Strategic Collaborations, Business Development and Value Added Services: We are selective when it comes to forming strategic collaborations, driving business growth, expanding market reach, and enhance business capabilities. By collaborating with high-potential companies, we create synergies that foster long-term success and sustainable value creation.

Our structured process in fostering successful collaborations, integrating business development and value-added services is as follows: