Registration No. 333-293017

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

Amendment No. 2

To

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  SEPTEMBER 3, 2026

PRELIMINARY PROSPECTUS

V CAPITAL CONSULTING GROUP LIMITED

(Incorporated in the British Virgin Islands)

Ordinary Shares

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

Prior to this offering, there has been no public market for our Ordinary Shares. We expect the initial public offering price of our Ordinary Shares to be $4.00 per share. We intend to list our Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VCCG”.

We are authorized to issue an unlimited number of no-par value Ordinary Shares of a single class. As of the date of this prospectus, there are 28,000,000 Ordinary Shares issued and outstanding. As of the date of this prospectus, our Parent, VHKL, the holder of 16,828,000 of our outstanding Ordinary Shares, holds 60.10% of the voting power of our outstanding share capital and is therefore our controlling shareholder. However, following this offering, taking into consideration the Shares expected to be offered hereby, if 100% of such shares are sold, VHKL will no longer retain the controlling voting power in the Company based on having approximately 47.40% of all voting rights.

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 July 15, 2026, and did not involve any change in the underlying business operations of the Company.

Pursuant to the restructuring, VCIG sold its entire equity interest in VCCG, consisting of 100% of the issued and outstanding Class A Shares and Class B Shares, to VHKL for aggregate consideration of US$33,975,000 (the “Consideration”). The Share Sale was completed on January 6, 2026, upon the registration of the share transfer in VCCG’s register of members, following which VHKL became the direct parent company of VCCG. The Consideration has not been paid as of the date hereof and shall be paid by December 15, 2028 (the “Final Due Date”), by way of a combination of cash and/or common stock of any company listed on a major stock exchange, including, without limitation, up to 3,500,000 Ordinary Shares of VCCG following the closing of this offering. For additional information, see “Prospectus Summary—Corporate Restructuring.”

Subsequent to the above, Mr. Hoo Voon Him has transferred the entire controlling interest of VHKL to his wife, Ms. Liew Soo Hua dated May 15, 2026. As such, Ms. Liew Soo Hua now owns 100% of VHKL and exercises control over VCCG. The restructuring did not result in any change to the Company’s assets, liabilities, or business operations, given Ms. Liew Soo Hua has served as VCCG’s director since its incorporation. However, it did result in changes to the ownership and voting structure of the Company.

On January 6, 2026, VCCG implemented a share split on a two-for-one basis, whereby each issued and outstanding ordinary share was subdivided from 21,000,000 Class A Shares and 3,000,000 Class B Shares into 42,000,000 Class A Shares and 6,000,000 Class B Shares. Concurrently with the share split, the voting rights attached to the Class B Shares were increased from ten votes per share to twenty votes per share. The Class A Shares continue to carry one vote per share.

Further on June 15, 2026, VCCG surrendered all of its 6,000,000 issued and outstanding Class B Shares and effected a 2-for-3 share consolidation of its 42,000,000 issued and outstanding Class A Shares, following which the Company had a single class of ordinary shares in issue, resulting in 28,000,000 issued and outstanding ordinary shares. Subsequently, on July 15, 2026, VHKL sold 39.90% of VCCG’s issued share capital to VCCG’s management team and other minority shareholders, while retaining a controlling 60.10% equity interest, representing 16,828,000 Shares.

VHKL is a business company incorporated under the laws of the British Virgin Islands controlled by Ms. Liew Soo Hua. 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 16 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 9 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 10 of this prospectus for more information.

The underwriters may also exercise their option to purchase up to an additional 1,125,000 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.

CRAFT CAPITAL MANAGEMENT LLC

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,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.” 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 MARKET DATA

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, and in any free writing prospectus that we have authorized for use in connection with this offering. If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and we may not be able to achieve our goals, the value of our securities could decline, and you could lose some or all of your investment. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks occur, the trading price of our Ordinary Shares could decline materially, and you could lose all or part of your investment.

Risks Related to the Operation of our Business

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

From time to time, we may be subject to legal, administrative or investigative proceedings. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date we have not obtained directors and officers liability (“D&O”) insurance to cover such risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expenses including attorneys’ fees) of officers and directors who are the subject of a legal, administrative or investigative proceeding as a result of their service to the Company. While we are evaluating whether or not to obtain such insurance, there can be no assurance that we will do so at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. While neither BVI law nor our 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 shareholder 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 “Exchange Act”), 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 International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board. 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 fiscal year ended December 31, 2025, four customers each contributed 10% or more of our total revenues. The largest customer contributed approximately US$3.80 million, or 35.10%, of total revenues, while the second largest contributed approximately US$1.59 million, or 14.66%. The third largest customer contributed approximately US$1.57 million or 14.50% and the fourth largest contributing approximately US$1.53 million, or 14.16%. 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 39.89%, of total revenues, while the second largest contributed approximately US$3.09 million, or 21.63%. 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 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 reports 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 them 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 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 fiscal 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 Shares purchased in this offering at or above the public offering price you paid for your Shares.

The factors described in the preceding risk factor may cause the market price and demand for our Shares to fluctuate substantially, which may limit or prevent investors from readily selling their Shares and may otherwise negatively affect the liquidity of our Shares. If the market price of our 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 shareholders 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 shareholders; lawsuits threatened or filed against us; changes in laws or regulations applicable to our business; the expiration of lock-up agreements; changes in our capital structure,; 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 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 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 Shares could decline.

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

A decline in the price of shares of our Shares might impede our ability to raise capital through the issuance of additional shares of our 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 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 Shares less attractive because we will rely on these exemptions. If some investors find our Shares less attractive as a result of our reliance on these exemptions, the trading prices of our 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 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 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 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 Shares. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of 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 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.

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 shares of V Capital Consulting Group Limited’s 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 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 shares. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to V Capital Consulting Group Limited’s shareholders.

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

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

The effective public offering price per Share will be substantially higher than the as adjusted net tangible book value per share of the outstanding Shares immediately after this offering. Based on an assumed public offering price of $4.00 and our net tangible book value as of 1.00, if you purchase our Shares in this offering you will pay more for your Shares than the amounts paid by our existing shareholders for their Shares and you will suffer immediate dilution of approximately $3.00 per Share in as adjusted net tangible book value. As a result of this dilution, investors purchasing Shares in this offering may receive significantly less than the full purchase price that they paid for the Shares purchased in this offering in the event of liquidation. To the extent Shares are issued under outstanding options and warrants at exercise prices lower than the public offering price of our 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 shareholders. 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, 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 and 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.

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 July 15, 2026, and did not involve any change in the underlying business operations of the Company.

Pursuant to the restructuring, VCIG sold its entire equity interest in VCCG, consisting of 100% of the issued and outstanding Class A Shares and Class B Shares, to VHKL for aggregate Consideration of US$33,975,000. The Share Sale was completed on January 6, 2026, following which VHKL became the direct parent company of VCCG. Subsequent to the above, Mr. Hoo Voon Him has transferred the entire controlling interest of VHKL to his wife, Ms. Liew Soo Hua, dated May 15, 2026 

On January 6, 2026, VCCG implemented a share split on a two-for-one basis, whereby each issued and outstanding ordinary share was subdivided from 21,000,000 Class A Shares and 3,000,000 Class B Shares into 42,000,000 Class A Shares and 6,000,000 Class B Shares. Concurrently with the share split, the voting rights attached to the Class B Shares were increased from ten votes per share to twenty votes per share. The Class A Shares continue to carry one vote per share.

On June 15, 2026, VCCG surrendered all of its 6,000,000 issued and outstanding Class B Shares and effected a 2-for-3 share consolidation of its 42,000,000 issued and outstanding Class A Shares, following which the Company had a single class of ordinary shares in issue, resulting in 28,000,000 issued and outstanding ordinary shares. Subsequently, on July 15, 2026, VHKL sold 39.9% of VCCG’s issued share capital to VCCG’s management team and other minority shareholders, while retaining a controlling 60.1% equity interest, representing 16,828,000 Shares. However, following this offering, taking into consideration the Shares expected to be offered hereby, if 100% of such shares are sold, VHKL will no longer retain the controlling voting power in the Company based on having approximately 47.40% of all voting rights.

As a foreign private issuer, we are permitted, in reliance on our home-country corporate governance practices, to elect not to follow: (i) the rule that a majority of our board of directors must be independent directors; (ii) the rule that director nominees must be selected or recommended solely by independent directors; (iii) the rule that the compensation committee must be comprised solely of independent directors; and (iv) Nasdaq Rule 5605(c)(2)(A)’s requirement that an audit committee be composed of at least three members; accordingly, our audit committee may consist of two members rather than at least three members, provided that we continue to satisfy the audit-committee requirements that remain applicable to foreign private issuers, including Rule 10A-3 under the Exchange Act and Nasdaq Rule 5605(c)(3), as applicable. We intend to rely on all of the foregoing exemptions available to foreign private issuers, such that (i) half of the members of our board of directors are independent directors, 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 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.

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 July 15, 2026, and did not involve any change in the underlying business operations of the Company.

Pursuant to the restructuring, VCIG sold its entire equity interest in VCCG, consisting of 100% of the issued and outstanding Class A Shares and Class B Shares, to VHKL for aggregate Consideration of US$33,975,000. The Share Sale was completed on January 6, 2026, upon the registration of the share transfer in VCCG’s register of members, following which VHKL became the direct parent company of VCCG. The Consideration has not been paid as of the date hereof and shall be paid by December 15, 2028 (the “Final Due Date”), by way of a combination of cash and/or common stock of any company listed on a major stock exchange, including, without limitation, up to 3,500,000 Ordinary Shares of VCCG following the closing of this offering. For additional information, see “Prospectus Summary—Corporate Restructuring.”

Subsequent to the above, Mr. Hoo Voon Him has transferred the entire controlling interest of VHKL to his wife, Ms. Liew Soo Hua, dated May 15, 2026. As such, Ms. Liew Soo Hua now owns 100% of VHKL and exercises control over VCCG. The restructuring did not result in any change to the Company’s assets, liabilities, or business operations, given Ms. Liew Soo Hua has served as VCCG’s director since its incorporation. However, it did result in changes to the ownership and voting structure of the Company.

On January 6, 2026, VCCG implemented a share split on a two-for-one basis, whereby each issued and outstanding ordinary share was subdivided from 21,000,000 Class A Shares and 3,000,000 Class B Shares into 42,000,000 Class A Shares and 6,000,000 Class B Shares. Concurrently with the share split, the voting rights attached to the Class B Shares were increased from ten votes per share to twenty votes per share. The Class A Shares continue to carry one vote per share.

On June 15, 2026, VCCG surrendered all of its 6,000,000 issued and outstanding Class B Shares and effected a 2-for-3 share consolidation of its 42,000,000 issued and outstanding Class A Shares, following which the Company had a single class of ordinary shares in issue, resulting in 28,000,000 issued and outstanding ordinary shares. Subsequently, on July 15, 2026, VHKL sold 39.90% of VCCG’s issued share capital to VCCG’s management team and other minority shareholders, while retaining a controlling 60.10% equity interest, representing 16,828,000 Shares. However, following this offering, taking into consideration the Shares expected to be offered hereby, if 100% of such shares are sold, VHKL will no longer retain the controlling voting power in the Company based on having approximately 47.40% of all voting rights. 

Holders of our Ordinary Shares are entitled to one vote per share on all matters submitted to shareholders for approval. As a result, each shareholder’s voting power is proportionate to their ownership interest in the Company. The elimination of the former dual-class share structure means that no class of shares carries enhanced voting rights, and all shareholders are entitled to participate equally in the governance of the Company through their voting rights. Accordingly, the previous concentration of voting control associated with the former Class B Shares has been eliminated, enhancing the ability of shareholders to influence corporate matters, including the election of directors, amendments to our organizational documents, and the approval of significant corporate transactions. The removal of the dual-class structure also eliminates the anti-takeover features previously associated with disproportionate voting rights, thereby reducing potential barriers to changes in control, mergers, consolidations, or other business combinations. In addition, the adoption of a single class of voting shares may improve the attractiveness of the Company to institutional investors and proxy advisory firms that favor equal voting rights, which could have a positive effect on the marketability, trading liquidity, and market price of the Company’s ordinary 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 shareholders 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 shareholders. Conflicts of interest between us and VCIG or VHKL could be resolved in a manner unfavorable to us and our other shareholders.

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 Chief Executive Officer of VCIG. While VCIG has sold 100% of the equity interests in VCCG to VHKL pursuant to the Share Sale Agreement, the aggregate consideration of US$33,975,000 has not been paid as of the date hereof and is due by December 15, 2028 (the “Final Due Date”), to be paid by way of a combination of cash and/or common stock of any company listed on a major stock exchange, including, without limitation, up to 3,500,000 Ordinary Shares of VCCG following the closing of this offering. Because the consideration under the Share Sale Agreement remains unpaid, VCIG may retain significant influence over VHKL, which is currently the controlling shareholder of VCCG. As a result, VCIG and Mr. Hoo Voon Him, in his capacity as CEO of VCIG, may have undue influence over VHKL and, indirectly, over our company. Ownership interests of Hoo Voon Him in VCIG and ownership interests of our directors and officers in VCIG 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 shareholders. 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 shareholders. 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 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 Consolidated Financial Data”.

If 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, VHKL experiences a change in control, a new VHKL owner may attempt to cause us to revise or change our plans and strategies, as well as the agreements between VHKL and us, described in this prospectus.

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 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.”

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.

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 and the First Amendment to 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 benefits support and audit and other professional services. In addition, 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 received in the agreements that we entered into with VCIG.

The agreements that we entered 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.” 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 Ordinary Shares in this offering, after deducting the underwriting discount and estimated offering expenses payable by us, will be approximately $26.14 million (or approximately $30.26 million if the underwriter exercises the over-allotment option in full), assuming that the Ordinary Shares to be sold in this offering are sold at $4.00 per Ordinary 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 $6.86 million, assuming the expected number of Ordinary 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 Shares in the foreseeable future. As a result, you will need to sell your Shares to receive any income or realize a return on your investment. You may not be able to sell your Ordinary 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 December 31, 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 December 31, 2025. In addition, it is not indicative of our future capitalization. This table is derived from, and should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this prospectus, and with the sections titled “Selected Consolidated Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

DILUTION

If you invest in our Ordinary 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 Ordinary 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 December 31, 2025, our historical net tangible book value was $9.31 million, or $0.33 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 December 31, 2025.

After giving effect to the corporate restructuring as well as the sale and issuance of Ordinary Shares in this offering at an assumed initial public offering price of $4.00 per Ordinary 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 December 31, 2025 would have been $35.60 million, or $1.00 per Share. This represents an immediate increase in as adjusted net tangible book value of $0.67 per Share to our existing stockholder, VHKL, and an immediate dilution of $3.00 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 Ordinary Share would increase (decrease) our as adjusted net tangible book value by approximately $6.86 million, or approximately $0.20 per Share, and increase (decrease) the dilution per Share to investors participating in this offering by approximately $0.80 per Share, assuming that the number of Ordinary 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 December 31, 2025, the differences between the number of 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 Consolidated Financial Data” and our 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 Note Regarding Forward-Looking Statements” and “Risk Factors.” 

Overview 

VCCG, 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 provide consulting services to a diverse client base ranging from small and medium-sized enterprises (“SMEs”) and government contractors to publicly traded companies across a broad range of industries. In 2024, approximately 96.97% of our revenue was generated from clients in Malaysia, with the remaining approximately 3.03% derived from client engagements in Singapore. Our client portfolio includes numerous companies listed on the Nasdaq Capital Market. Over the years, we have successfully completed numerous consulting engagements, advising clients on listing strategies, corporate development initiatives, capital markets readiness, and investor relations. Through these engagements, we have assisted clients in navigating the complexities of public markets and executing strategic initiatives to support their long-term growth objectives.

For the years ended December 31, 2024 and 2025, our revenue decreased from US$14.29 million to US$10.83 million, representing a decline of 24.23%. During the same period, our net profit decreased from US$8.01 million to US$2.80 million, representing a decline of 65.08%.

Despite the decrease in revenue and net profit, our total comprehensive income improved significantly. For the year ended December 31, 2024, we recorded a total comprehensive loss of US$0.76 million, compared with total comprehensive income of US$2.74 million for the year ended December 31, 2025.

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 services provide end-to-end advisory solutions throughout the listing process. These services include advising clients on organizational readiness, coordinating and managing the due diligence process, conducting peer and industry analyses, supporting the preparation of offering and listing documentation, and providing ongoing advisory assistance throughout the listing process. Over the years, we have advised clients across various industries on capital markets transactions and listing initiatives, helping them navigate regulatory requirements, enhance organizational preparedness, and execute their listing strategies in support of their business 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 primarily relates to our business strategy consultancy services. Such revenue is recognized when control of the promised services is transferred to the customer at a specific point in time, which generally occurs upon completion of the contracted services and satisfaction of the related performance obligations. This recognition method typically applies to projects completed within a relatively short period, generally ranging from three to eight months. For example, revenue from due diligence services is recognized when the due diligence report is delivered to the customer, as this represents the point at which control of the deliverable is transferred and the performance obligation has been satisfied. For the year ended December 31, 2024, approximately 61.66% of our total revenue was recognized at a point in time. This proportion increased to approximately 70.49% for the year ended December 31, 2025, primarily reflecting a higher proportion of business strategy consultancy engagements completed during the year.

Revenue recognized over time primarily relates to our listing consultancy services. Such revenue is recognized progressively over the contract period as we satisfy our performance obligations and the customer simultaneously receives and consumes the benefits of our services. This method of revenue recognition is generally applied to long-term advisory engagements, such as initial public offering (“IPO”) advisory projects, where our services are provided continuously throughout the listing process. For the year ended December 31, 2024, approximately 38.34% of our total revenue was recognized over time. This proportion decreased to approximately 29.51% for the year ended December 31, 2025, primarily due to a lower proportion of long-term listing consultancy engagements during the year.

Key Business Metrics

In addition to the financial measures presented in our consolidated financial statements, we use the following key business metrics to evaluate our operating performance, assess the growth of our business, develop financial forecasts, and support strategic and operational decision-making. These key business metrics should be considered as supplemental measures and may be calculated differently from similarly titled metrics used by other companies. Accordingly, they may not be directly comparable to those reported 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 July 15, 2026, and did not involve any change in the underlying business operations of the Company.

Pursuant to the restructuring, VCIG sold its entire equity interest in VCCG, consisting of 100% of the issued and outstanding Class A Shares and Class B Shares, to VHKL for aggregate Consideration of US$33,975,000. The Share Sale was completed on January 6, 2026, upon the registration of the share transfer in VCCG’s register of members, following which VHKL became the direct parent company of VCCG. The Consideration has not been paid as of the date hereof and shall be paid by December 15, 2028 (the “Final Due Date”), by way of a combination of cash and/or common stock of any company listed on a major stock exchange, including, without limitation, up to 3,500,000 Ordinary Shares of VCCG following the closing of this offering. For payment in VCCG shares, the number of shares to be transferred will be determined based on the 3-trading-day Volume Weighted Average Price (VWAP) immediately prior to the transfer date for which the transfer date shall be mutually agreed upon between VHKL and VCIG. There will not be any dilutive impact on investors participating in this offering, as any payment in VCCG shares will be satisfied through the transfer of VHKL’s existing VCCG shares, and VCCG will not issue any new shares in connection with such payment. For payment in cash, VHKL is required to make a monthly payment of USD500,000 to VCIG following the closing of this offering. Any remaining balance payable on the Final Due Date shall be paid in cash and/or shares of companies listed on a major stock exchange (excluding VCCG shares), as mutually agreed between VHKL and VCIG.

Subsequent to the above, Mr. Hoo Voon Him has transferred the entire controlling interest of VHKL to his wife, Ms. Liew Soo Hua, dated May 15, 2026. As such, Ms. Liew Soo Hua now owns 100% of VHKL and exercises control over VCCG. The restructuring did not result in any change to the Company’s assets, liabilities, or business operations, given Ms. Liew Soo Hua has served as VCCG’s director since its incorporation. However, it did result in changes to the ownership and voting structure of the Company.

On January 6, 2026, VCCG implemented a share split on a two-for-one basis, whereby each issued and outstanding ordinary share was subdivided from 21,000,000 Class A Shares and 3,000,000 Class B Shares into 42,000,000 Class A Shares and 6,000,000 Class B Shares. Concurrently with the share split, the voting rights attached to the Class B Shares were increased from ten votes per share to twenty votes per share. The Class A Shares continue to carry one vote per share.

On June 15, 2026, VCCG surrendered all of its 6,000,000 issued and outstanding Class B Shares and effected a 2-for-3 share consolidation of its 42,000,000 issued and outstanding Class A Shares, following which the Company had a single class of ordinary shares in issue, resulting in 28,000,000 issued and outstanding ordinary shares. Subsequently, on July 15, 2026, VHKL sold 39.90% of VCCG’s issued share capital to VCCG’s management team and other minority shareholders, while retaining a controlling 60.10% equity interest, representing 16,828,000 Shares. However, following this offering, taking into consideration the Shares expected to be offered hereby, if 100% of such shares are sold, VHKL will no longer retain the controlling voting power in the Company based on having approximately 47.40% of all voting rights.

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 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 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 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.” 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 consolidated financial statements.

Components of Our Operating Results

Revenue

We derive our revenue primarily from the provision of corporate advisory services. The table above sets forth the breakdown of our revenue by service line for the years ended December 31, 2024 and 2025, as well as the year-over-year changes.

The non-cash portion of revenue recognized amounted to US$8.79 million and US$5.73 million for the years ended December 31, 2024 and 2025, respectively. Such non-cash consideration was received primarily in the form of quoted and unquoted equity securities issued by customers as settlement for services rendered. Upon receipt, these securities are recognized as financial assets in the consolidated statements of financial positions at their fair value in accordance with IFRS. Historically, the proceeds ultimately realized upon the disposal of these securities have not always equaled the fair values recognized at the date the related revenue was recorded.

Subsequent to initial recognition, these financial assets are measured in accordance with their respective accounting classifications under IFRS. Quoted equity securities are generally measured using observable market prices, while the fair value of unquoted equity securities is determined using appropriate valuation techniques based on the facts and circumstances of each investment. Any subsequent changes in fair value are recognized in accordance with the applicable accounting treatment for the respective financial assets.

Revenue from business strategy consultancy decreased by US$1.18 million, or approximately 13.38%, from US$8.81 million for the year ended December 31, 2024 to US$7.63 million for the year ended December 31, 2025. Revenue from listing consultancy decreased by US$2.28 million, or approximately 41.68%, from US$5.48 million to US$3.20 million over the same period. These decreases were primarily attributable to the completion of significant portions of major client engagements during the prior fiscal year, while engagements secured during the year ended December 31, 2025 were generally at earlier stages of execution and, accordingly, contributed lower revenue during the period.

Other Income

Other income for the year ended December 31, 2024 and 2025 are as follows:

Operating Costs

The operating costs had increased by US$1.78 million, or approximately 28.27%, from US$6.29 million in the year ended December 31, 2024 to US$8.07 million in the year ended December 31, 2025. The increase was primarily attributable to a higher allowance for expected credit losses recognized on trade and other receivables and bad debts written off.

Consultant fees represent costs incurred in connection with the provision of our listing consultancy services. These costs primarily comprise fees paid to external professionals engaged throughout the listing process, including legal counsel, independent auditors, financial consultants, and U.S. capital markets advisors. Such costs are directly attributable to client engagements and are generally incurred as part of the execution of initial public offering (“IPO”) advisory projects. Consultant fees decreased by approximately 60.59% for the year ended December 31, 2025 compared with the year ended December 31, 2024. The decrease was primarily attributable to the completion of significant portions of work on major client engagements during the prior fiscal year, while listing consultancy projects secured during the year ended December 31, 2025 were generally at earlier stages of execution and, accordingly, incurred lower levels of external consultancy costs during the period.

Management fees increased by US$0.42 million, or approximately 64.64%, from US$0.66 million for the fiscal year ended December 31, 2024 to US$1.08 million for the fiscal year ended December 31, 2025. The increase was primarily attributable to a higher number of initial public offering (“IPO”) advisory mandates secured during the year. Although many of these engagements remained at earlier stages of execution and therefore contributed less revenue during the period, referral fees are generally incurred upon the successful introduction or securing of client engagements. As a result, the increase in newly secured IPO advisory mandates led to higher referral fee expenses during the year. 

Director fees decreased by US$0.40 million, or approximately 39.02%, from US$1.02 million for the fiscal year ended December 31, 2024 to US$0.62 million for the fiscal year ended December 31, 2025. The decrease was primarily attributable to lower directors’ remuneration approved and recognized during the year.

Allowance for expected credit losses on trade and other receivables increased by US$2.01 million, or approximately 352.24%, from US$0.57 million for the fiscal year ended December 31, 2024 to US$2.59 million for the fiscal year ended December 31, 2025. The increase was primarily attributable to a higher level of outstanding trade and other receivables resulting from slower cash collections during the year, which increased the expected credit loss allowance recognized under the Company’s impairment assessment. The Company also wrote off certain trade receivables that were determined to be uncollectible during the year.

Legal and professional fees increased by US$0.14 million, or approximately 70.35%, from US$0.19 million for the year ended December 31, 2024 to US$0.33 million for the year ended December 31, 2025. The increase was primarily attributable to higher audit and other professional fees incurred in connection with the Company’s listing process during 2025.

Other operating expenses primarily consist of marketing expenses, entertainment expenses incurred in connection with existing and prospective clients, office maintenance expenses, and other miscellaneous operating expenses. Other operating expenses decreased for the year ended December 31, 2025, primarily due to lower office maintenance expenses, travelling expenses, marketing expenses and a foreign exchange gain during the year. 

Income Taxes

The Group’s current taxation was US$ Nil for the financial year ended December 31, 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. 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 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 Consolidated Statements of Financial Positions

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

Trade and Other Receivables

The average credit period for services rendered is 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, 2024 and 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, 2025, the provision matrix applies ECL rates based on the age of the receivables ranged from 1% to 100% (2024: 1% to 22%) for trade receivables. For other receivables, the Group applies the ECL rate of nil (2024: 16% to 23%).

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

Quoted securities

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. As of December 31, 2024, the quoted market price of the shares declined to US$1.29 per share. Accordingly, the Company recognized a fair value loss of US$497,000, reducing the amount of the investment to US$903,000. On February 19, 2025, the Company purchased an additional 91 ordinary shares through open market for USD$138. During the period from January 2025 to July 2025, the Company disposed of all 700,091 ordinary shares through open market transactions for aggregate cash proceeds of US$880,992. Accordingly, the Company recognized a loss on disposal of US$22,146 in profit or loss during the year ended December 31, 2025.

In October 2023, the Company received 800,000 ordinary shares in Sagtec Global Limited as consideration for business consultancy services rendered. Following Sagtec Global Limited’s listing on the Nasdaq Capital Market on March 7, 2025, the investment was reclassified from an unquoted equity security to a quoted equity security and was subsequently remeasured based on the quoted market price of the shares. The 800,000 ordinary shares were subsequently disposed of on September 12, 2025 for aggregate proceeds of US$1.78 million. Accordingly, the Company recognized a gain on disposal of USD$92,000 in profit or loss during the year ended December 31, 2025.

On March 7, 2025, the Company received an additional 529,200 ordinary shares in Sagtec Global Limited as consideration for business consultancy services rendered. The shares were initially recognized at fair value based on the quoted market price on March 7, 2025, amounting to US$1.59 million. The shares were subsequently disposed of on April 28, 2025 for aggregate proceeds of US$1.59 million, based on the quoted market price at that date. As the disposal proceeds were equivalent to the carrying amount of the shares, no gain or loss arose from the disposal.

Unquoted securities

In December 2023, the Company received 1,631,700 ordinary shares of YY Group Holding Limited as part of the consideration for the Company’s consultancy services rendered valued at US$4,895,100. In April 2024, YY Group Holding Limited was listed on Nasdaq Capital Market, as a result, the investment was reclassified from unquoted security to quoted security, and the Company revalued the ordinary shares to reflect the quoted market price. In September 2024, the Company acquired 201,000 ordinary shares of YY Group Holding Limited, valued at US$114,271. In the same month, the Company disposed of its entire investment in YY Group Holding Limited for total consideration of US$1,298,250 and transferred US$3,711,121 cumulative fair value change to retained earnings.

During the financial year ended December 31, 2024, the Company received 1,030,494 and 14,250,000 ordinary shares of Agroz Inc and Fintech Scion Limited, respectively, for the Company’s consultancy services rendered valued at US$8,791,482. During the same financial year, the Company disposed of its entire investment in Agroz Inc and Fintech Scion Limited for total consideration of US$4,516,482, and transferred US$4,275,000 cumulative fair value change to retained earnings.

On 14 November 2025, the Company received 459,184 ordinary shares in Algobizz Limited as consideration for consultancy services rendered. The consideration was measured at fair value of the shares received, amounting to US$826,531. The portion of the consideration subject to contractual conditions has been recognized as deferred revenue and will be recognized in profit or loss upon satisfaction of the relevant performance obligations.

On 8 December 2025, the Company received 851,903 ordinary shares in Saturn Agtech Limited as consideration for consultancy services rendered, with the consultancy services valued at US$1,533,426.

During the financial year ended December 31, 2024 and 2025, the fair value of unquoted securities was determined by a third-party independent valuation firm using the income approach (discounted cash flow). The Company retains full responsibility for the determination of the value of the unquoted securities.

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, 2024 and 2025 are shown below:

Quantitative sensitivity analysis as of December 31, 2024 and 2025 are shown below:

Financial assets, measured at fair value through profit or loss

Quoted securities

The Company purchase a total of 84,618 ordinary shares in VCI Global Limited through open market for USD$99,478. As of December 31, 2025, the quoted market price of the shares declined to US$0.53 per share. Accordingly, the Company recognized a fair value loss of US$54,749, reducing the amount of the investment to US$44,729.

Trade and Other Payables

Trade payables mainly comprise consultancy fees payable to legal counsel, auditors and investment banking firms engaged in connection with services provided to the Company’s clients.

Accruals mainly comprise staff salaries and consultant fees for services rendered but not yet billed.

Sundry payables consist mainly of audit fees, secretarial fees, renovation expenses and other professional fees.

Advance received from a customer represents equity securities received from the customer in advance of the final determination of the consideration under the relevant consultancy arrangement. The amount is recognized as a liability until the related contractual conditions are satisfied.

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 presented.

Operating Activities

Net cash generated from operating activities was US$2.78 million for the fiscal year ended December 31, 2025, compared to net cash used in operating activities of US$3.34 million for the fiscal year ended December 31, 2024, representing an improvement of approximately US$6.12 million year-over-year.

Net cash generated from operating activities in 2025 was primarily attributable to profit before tax of US$2.80 million, as adjusted for non-cash items and changes in operating assets and liabilities. Adjustments for non-cash items primarily included non-cash revenue of US$5.73 million, gain on disposal of investment of US$0.07 million, fair value loss on financial assets measured at fair value through profit or loss of US$0.05 million, allowance for expected credit losses on trade and other receivables of US$2.59 million and bad debts written off of US$ 1.12 million.

The principal changes in operating assets and liabilities included a decrease in trade and other receivables of US$1.99 million and a decrease in trade and other payables of US$0.01 million, contributed positively to operating cash flows.  

The improvement in operating cash flows was primarily attributable to a lower proportion of non-cash revenue recognized during the fiscal year ended December 31, 2025. In 2024, a significant portion of the Company’s consultancy revenue was settled through the receipt of customer shares rather than cash, resulting in non-cash revenue of US$8.79 million. In comparison, non-cash revenue decreased to US$5.73 million in 2025. Although these share-settled transactions increased reported revenue and profit, they did not generate corresponding cash inflows, resulting in lower operating cash flows in 2024.

Investing Activities

Net cash generated from investing activities decreased from US$1.18 million for the fiscal year ended December 31, 2024 to US$0.78 million for the fiscal year ended December 31, 2025, primarily due to lower proceeds from the disposal of financial assets in 2025 compared to the prior fiscal year.   Financing Activities   Financing activities shifted to a net cash outflow of US$4.64 million for the fiscal year ended December 31, 2025, primarily due to advances made to related parties of approximately US$4.48 million. Financing activities recorded a net inflow of US$3.08 million during the year ended December 31, 2024, primarily reflecting advances from related parties. 

As of December 31, 2024, we had cash and cash equivalents of US$1.18 million, of which US$1.18 million was denominated in U.S. dollars and US$310 was denominated in Malaysian ringgit. As of December 31, 2025, we had cash and cash equivalents of US$0.05 million, of which US$0.03 million was denominated in U.S. dollars and US$0.02 million was denominated in Malaysian ringgit. Cash and cash equivalents primarily consist of cash on hand and general bank balances.

Off-Balance Sheet Arrangements

As of December 31, 2024, and 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 consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The preparation of these 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 consolidated financial statements.

Estimation of total contract sum and contract costs for consultancy contracts

The recognition of revenue over time for certain consultancy contracts requires management to estimate the total contract sum at completion to measure progress towards satisfying the Company’s performance obligations. Management estimates the total contract costs based on the scope of services, contractual requirements, expected professional and other costs, and the stage of completion of the contracts.

Revenue recognized is based on the costs incurred to date relative to the total estimated contract sum. Changes in the estimated total contract sum may therefore affect the amount of revenue recognized in the current and future reporting periods.

Fair value measurement of unquoted shares

In determining the fair value of the unquoted equity instruments, the Company relies on the fair valuation based on independent valuation reports carried out by Company’s specialists.

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 Company 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 Company’s historical observed default rates. The Company 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 Company’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 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, 2024, the Company had two major customers, with the largest customer contributing 39.89% of total revenue and the top two customers accounting for 61.52% of total revenue. For the year ended December 31, 2025, the Company had four major customers, with the largest customer contributing 35.10% of total revenue and the top four customers accounting for 78.42% of total revenue, indicating that a significant portion of the Company’s revenue remained concentrated among a limited number of customers.

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.

The Company recognizes revenue under two timing categories. Revenue recognized “at a point in time” relates to our Business Strategy Consultancy services, where control of goods or services is transferred to the customer at a specific moment. Revenue recognized “over time” relates to our Listing Consultancy services, where revenue is recognized progressively over a period as the Company performs its contractual obligations. For the year ended December 31, 2025, revenue recognized at a point in time (Business Strategy Consultancy) continued to increase relative to revenue recognized over time (Listing Consultancy), reflecting the growing contribution of our business strategy consultancy activities to overall revenue during the period.

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$5,731,552 for the year ended 2025. 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, primarily relates to business strategy consultancy revenue 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, 2025, 70.49% of total revenue was recognized at a point in time. For the year ended December 31, 2024, this proportion increased to 61.66% of total revenue.

Revenue recognized over time primarily relates to listing consultancy revenue and 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, 2025, 29.51% of total revenue was recognized overtime. For the year ended December 31, 2024, this proportion decreased to 38.34% 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 enhancing 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:

Growth Strategies

Our goal is to expand our lead by continuing to anticipate our clients’ needs and provide a range of high quality consulting services to meet those needs. We believe our approach to business provides us the fundamental advantage in executing our strategic plans while our affiliates, alliances and portfolio companies provide us with insights into and access to emerging business models, products and technologies, enhancing the ability of our market units and service lines to deliver value to clients.

Amongst the factors that would drive our company’s growth is attributed to the economic growth in Southeast Asia especially the Small and Medium Enterprises (SMEs) and the growth of United States and Malaysian capital markets.

Generally, the key elements of our growth strategy are as follows:

Competitive Strengths

As a firm that provides corporate advisory, we believe they are well-positioned for continued growth in a dynamic marketplace and the increasing trend of cross-border listings. We strive to create value for clients by leveraging our network of business connections and industry knowledge and expertise. We also advise clients on how to identify new opportunities, increase revenues in existing markets, and deliver their products and services more effectively and efficiently to ultimately reach their targeted goals. We believe that our approach, together with the following competitive strengths, distinguish us from the competition.

Experienced and Highly Qualified Consultants

We believe the principal reason clients choose a particular consulting firm is the experience of the firm’s professionals. In addition, our highly credentialed consultants include certified public accountants and qualified legal professionals.

Holistic Solutions for Complex Business Challenges

The problems faced by organizations often involve broad but interrelated operational and financial issues that require creative solutions drawn from various areas of expertise. We offer business strategy consulting, allowing us to provide solutions tailored to the specific needs of our clients. For example, in the listing exercises, we deploy a team to review our client’s business and financial performance before suggesting customized strategies based on our team’s analysis.

Distinctive Culture

We believe we have been successful in attracting and retaining top talent because of our distinctive culture of combining the energy and the flexibility of a high-growth company with the professionalism of major professional services firms. To preserve our distinctive culture, our directors personally interviewed each candidate prior to making an offer of employment. We believe our performance-based compensation program, which both recognizes individual performance and reinforces teamwork, also contributes to our recruiting and retention success. In our view, these elements come together to create an environment in which talented, self-directed professionals want to build a long-term career.

In-depth Industry Expertise

We believe we have developed specialized expertise and have an abundance of experience in the consulting industry. Our industry focus enables our professionals to provide services with a thorough understanding of industry evolution, business issues and adopt custom business approaches, and ultimately to deliver solutions tailored to each client’s industry.

Employee

We employed 9 people as of the date of this prospectus, who were all located in Malaysia.

The following table sets forth the breakdown of our full-time employees:

The average number of employees during the years ended December 31, 2024 and 2025 was approximately 8 and 11, respectively.

The increase in the number of employees from 2024 to 2025 was primarily attributable to the expansion of our operations team to support our business growth.

Our employees are not covered by collective bargaining agreements. We consider our labor practices and employee relations to be good.

Real Property

A description of the Company’s real properties is below, See the section titled “Our Separation from VCIG”:

Legal Proceeding

On February 5, 2026, V Capital Consulting Limited (“V Capital”) filed a civil suit in the High Court of Malaya at Shah Alam against Agroz Group SDN. BHD (the “Action”). The claim arises out of an engagement agreement dated May 8, 2023, as amended on August 19, 2024, pursuant to which V Capital was retained to provide consulting services in connection with the Agroz Group SDN. BHD’s initial public offering on the Nasdaq Stock Market.

V Capital alleges that it fully performed its obligations under the agreements, including services related to the Agroz Group SDN. BHD’s initial public offering, which closed on October 2, 2025. V Capital further alleges that, under the terms of the agreements, a final milestone payment of $1,000,000 became due and payable upon the closing of the initial public offering. After certain offsets, V Capital claims that a net amount of approximately $903,213.86 remains outstanding. V Capital is seeking recovery of this amount, together with contractual interest at a rate of 1% per month, costs, and other relief.

Agroz Group Sdn. Bhd. has filed a Defence and Counterclaim against V Capital and one of V Capital’s directors, seeking damages in the amount of US$1,250,000. The director has filed an application to strike out the Counterclaim, and the hearing of the application is scheduled for August 3, 2026. The main proceedings have been held in abeyance pending the Court’s determination of the striking out application.

At this time, V Capital is unable to reasonably estimate the likelihood of an adverse outcome or the amount of any potential loss, if any, in excess of the amount claimed.

We and our subsidiaries have been and may from time to time be involved in various legal proceedings and claims in the ordinary course of business, including contractual disputes and other commercial disputes. Except as described above, as of the date of this prospectus, neither we nor any of our subsidiaries is a party to any legal proceeding that, if determined adversely, would be expected to have a material adverse effect on our business, financial condition, or results of operations.

Market Overview

Markets In Southeast Asia

Market Drivers

Increasing Globalization of Consultancy Services: The growing globalization of markets is a key driver of demand for business strategy consultancy services, particularly as companies seek to enter new markets, expand their international footprint, or navigate complex global supply chains. In this context, consultancy firms provide valuable insights into local market dynamics, regulatory frameworks, and cultural nuances, enabling businesses to tailor their strategies for success across diverse regions. The complexities of international trade, geopolitical considerations, and varying consumer behaviors require the expertise of consultants to help organizations capitalize on global opportunities while mitigating the risks associated with cross-border operations. As businesses increasingly operate on a global scale, the need for strategic guidance in managing these complexities becomes critical to achieving sustainable growth and competitiveness.⁸

Flexible Listing Options: The increasing availability of flexible pathways to access the public markets is supporting global IPO activity, as companies can consider different transaction structures and adjust their approach based on prevailing market conditions. According to EY, companies are increasingly evaluating traditional IPOs alongside direct listings and special purpose acquisition companies (“SPACs”), with some issuers pursuing dual-track processes to preserve flexibility around timing and execution. This transaction optionality allows companies to respond to short and potentially unpredictable IPO windows, particularly as market conditions can be influenced by geopolitical developments, volatility and large-scale IPOs. As a result, companies that maintain IPO readiness and flexibility are better positioned to act when favorable market conditions emerge, supporting continued demand for advisory services throughout the IPO preparation and execution process.⁹

AI Companies Leading Current IPO Trends: Recent IPO activity shows a significant increase in AI companies entering public markets, spurred by rapid advancements in AI and machine learning. In each of the past two years, over 60 AI firms have become public, with nearly half achieving profitability. This consistent flow of AI IPOs, along with approximately 50 additional AI companies currently in the IPO pipeline, highlights sustained demand for innovative, AI-powered solutions.¹⁰

Growing Regulatory Complexity: Regulatory requirements and investor expectations continue to increase the complexity of the IPO preparation process. Companies seeking to access public markets must demonstrate readiness across areas including financial reporting, governance, disclosure quality and regulatory compliance. According to EY’s Q1 2026 Global IPO Trends report, IPO candidates are operating in increasingly selective markets where preparation and execution readiness are important factors for successful listings ¹¹. These conditions continue to support demand for external advisors that assist companies with IPO readiness, regulatory preparation and capital markets execution. ¹¹

Market Challenges

Financial Constraints Impacting Access to Consulting Services: One of the major challenges in the global consulting market is the cost sensitivity and budget constraints faced by many businesses. Engaging consultancy services can be expensive, particularly for small & medium-sized enterprises (SMEs) or organizations with limited budgets. The high costs perceived associated with consulting services can restrict access to expert guidance, prompting some businesses to rely on in-house solutions or seek alternative, more cost-effective consulting models. Economic downturns or periods of uncertainty can further exacerbate these concerns, leading companies to adopt a more cautious approach when considering external consulting services.¹²

Talent Retention and Shortage: The consulting industry relies on professionals with specialized skills, making talent retention a challenge. Long hours, high workloads, and competition from other sectors increase turnover risk.¹³ Developing employees with analytical and industry-specific skills requires substantial training investment. Without effective talent management, consulting firms may struggle to execute complex projects efficiently.¹⁴

Market Volatility: Fluctuations in stock market performance can deter companies from pursuing IPOs, as uncertainty in market conditions may lead businesses to delay their offerings. This volatility can impact on the overall activity in the IPO services market, as firms become more cautious about launching public offerings during periods of instability.¹⁵ Market fluctuations, economic uncertainty, and geopolitical tensions can impact investor confidence and delay IPO activities. Companies may postpone their plans to go public during periods of market instability, leading to a temporary decline in demand for IPO services. Additionally, regulatory changes and compliance complexities can pose challenges, particularly for companies operating in multiple jurisdictions. Service providers must navigate these regulatory landscapes to ensure that their clients remain compliant and mitigate legal risks

Competition Overview

The growing competition among stock exchanges for cross-border listings has opened up new opportunities and greater flexibility for companies seeking to raise capital internationally.¹⁶ However the global IPO market experienced heightened volatility during 2026 as geopolitical tensions, evolving trade policies, and macroeconomic uncertainty continued to influence investor sentiment and capital market conditions. These factors contributed to narrower and more selective IPO execution windows, prompting some companies to postpone or resize their public offerings while others adopted a more cautious approach to capital raising¹⁷. Although investor appetite remained for high-quality issuers with resilient business fundamentals, elevated market volatility and valuation uncertainty made IPO execution more challenging, particularly for smaller issuers and companies operating in sectors more exposed to external risks. Consequently, issuers increasingly relied on experienced professional advisers to evaluate listing options, assess market readiness, and navigate evolving regulatory and market conditions.

We face direct competition with these firms across both local and cross-border IPO advisory spaces, given the overlap in services and markets. This industry comprises a wide range of participants with diverse skills and expertise, including business operations, general management consulting firms, and others. Leading players in this space are multinational advisory firms like Deloitte¹⁸, EY¹⁹, and PwC²⁰, which dominate through their extensive global networks, expertise in complex regulatory environments, and strong capital markets support for IPO activities. Locally, firms such as Christopher& Lee Ong²¹ and Wong & Partners²²—both consistently ranked as top-tier in Corporate and M&A by Chambers and Partners Malaysia—have established solid reputations in corporate advisory. They cater to clients seeking localized regulatory insights and strategic consulting.

To remain competitive in this industry, several key factors are essential. These include consistently delivering high-quality services, providing outstanding customer experience, retaining skilled talent, and building a strong and recognizable brand presence. While we are confident that our company is well-positioned for success due to our strengths, we recognize that some competitors may have longer track records, more substantial financial and technical resources, or stronger brand recognition. These factors could pose challenges to our growth and impact on our ability to maintain or expand our market share. For more details on the risks associated with competition, please refer to the section titled “Risk Factors — The consulting industries are highly competitive, and we may not be able to compete effectively.” 

Laws And Regulations Relating to Our Business in Malaysia

Business Operation

Prior to the commencement of our business operations in Malaysia, we are required to apply for business premises licenses for each operating premises from the relevant local authority under the Local Government Act 1976, which confers power to the local authority to create by-laws and which provides that no person shall use any premises within the jurisdiction of the respective municipal council without a license issued by the respective municipal council, and that any person who fails to exhibit his license at all times in some prominent place on the licensed premises or fails to produce such license when required shall be liable to a fine not exceeding RM500 and/or to imprisonment for a term not exceeding six months. We have obtained the business premises license from the local authority and are in compliance with the Local Government Act 1976.

Employment laws

The Employment Act 1955 (the “EA 1955”) is the principal law that governs and regulates all labor relations which covers the categories of employees as stated in the First Schedule of the EA 1955. Following the implementation of the Employment (Amendment) Act 2022 (the “EA 2022”) and the Employment (Amendment of First Schedule) Order 2022, the applicability of EA 1955 has been widened to include any person who has entered into a contract of service with an employer irrespective of their monthly wages, is engaged in manual labor, serves as a supervisor of such manual laborer, serves as a domestic employee, and is engaged in any capacity in any vessel registered in Malaysia subject to certain conditions.

As long as the employee falls under the categories of “employee” under the Employment (Amendment of First Schedule) Order 2022, pursuant to section 7 of the EA 1955, any term and condition of the contract of service which is less favorable than the provisions under the EA 1955 or any other regulations made thereunder shall be void. Section 7 of the EA 1955 further states that such terms which are less favorable shall be substituted by those prescribed under the EA 1955.

Regardless of whether the employee falls under the purview of the EA 1955, the employer is under legal obligations to make the following statutory contributions: (a) Employees Provident Fund (the “EPF”), (b) the Social Security Organization (the “SOCSO”) contribution, (c) Employee Insurance System Scheme, (d) Schedular Tax Deduction or “Potongan Cukai Berjadual”, (e) Trade Union Subscription Fees or “Perbadanan Tabung Pendidikan Tinggi Nasional” (PTPTN) loan repayment (subjected to a request in writing by the employee must first be obtained). Section 99A of the EA 1955 provides that any person who commits any offence under or contravenes any provision of EA 1955 or any regulations made thereunder, in respect of which no penalty is provided, shall be liable, on conviction, to a fine not exceeding RM50,000, as revised under the EA 2022.

The relevant legal framework and procedures relating to employees and/or former employees who have been unfairly dismissed and/or constructively dismissed by employers is set out in the Industrial Relations Act 1967 (the “IRA 1967”). The IRA 1967 provides an avenue for employees to seek redress by bringing matters to the Industrial Court of Malaysia, which has jurisdiction over matters relating to industrial relation matters. In general, former employees who claim to have been unfairly and/or unlawfully dismissed by an employer may seek reinstatement of their position or compensation in lieu of reinstatement and back wages for a maximum of up to 24 months of their last-drawn salary.

The Employees’ Social Security Act 1969 (the “ESSA 1969”) provides benefits under two social insurance schemes, namely, the Employment Injury Insurance Scheme and the Invalidity Pension Scheme. The former provides for payment of certain benefits to an employee for any injury or disease that arises out of employment or during the course of employment. Under the ESSA 1969, the employees have the right to claim certain benefits such as: (a) medical benefit; (b) disablement benefit; (c) constant attendance allowance; (d) dependents’ benefit; (e) funeral benefit; (f) survivor’s pension; and (g) invalidity pension.

If the employer, (a) fails to pay any contribution or any part thereof which is payable by him under the ESSA 1969 or fails to pay within the time prescribed by regulations any interest payable under section 14A of the ESSA 1969; (b) deducts or attempts to deduct from the wages of an employee the whole or any part of the employer’s contribution; (c) in contravention of section 52 of the ESSA 1969 reduces the wages or any privileges or benefits admissible to an employee; (d) in contravention of section 53 of the ESSA 1969 or any regulation dismisses, discharges, reduces or otherwise punishes an employee; (e) fails or refuses to submit any return or accident report required by the regulations, or makes a false return or report; (f) obstructs any Inspector appointed under section 12 of the ESSA 1969 and includes the Director General and every Deputy Director General or any other official of the SOCSO in the discharge of his duties; or (g) is guilty of any contravention of or non-compliance with any of the requirements of the ESSA 1969 or the rules or the regulations in respect of which no special penalty is provided, he shall be punishable with imprisonment a term which may extend to two years, or with fine not exceeding RM10,000 or with both.

Regulations on Personal Data Protection

The Personal Data Protection Act 2010 regulates the processing of personal data in the course of commercial transactions in Malaysia and is enforced by the Personal Data Protection Commissioner. Broadly, the Personal Data Protection Act 2010 sets out seven key data protection principles which must be adhered to by data users (i.e. a person who either alone or jointly or in common with other persons processes any personal data or has control over or authorizes the processing of any personal data, but does not include a processor) in Malaysia which include (i) the requirement to obtain consent prior to processing an individual’s personal data, the requirement to provide written notice to individuals in both English and the Malay language stating, among other things, the purposes for which the personal data will be processed, the classes of third parties to whom personal data will be disclosed, and the individual’s right; and (ii) obligation to ensure that the personal data collected will be processed in a safe and secure manner.

Anti-Money Laundering and Counter-Terrorism Financing

The Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (the “AMLA 2001”) prohibits money laundering and terrorism financing activities. Any person who (a) engages in a transaction that involves proceeds of unlawful activity; (b) uses proceeds of unlawful activity; (c) removes from or brings into Malaysia proceeds of unlawful activity; or (d) conceals, disguises, or impedes the establishment of the true nature, origin, location, movement, disposition, title of, rights with respect to, or ownership of, proceeds of unlawful activity, commits a money laundering offence under the AMLA 2001.

In addition, a reporting institution under the First Schedule of the AMLA 2001 is obliged to observe the anti-money laundering and counter financing terrorism requirements and standards, which include reporting and record-keeping duties, such as submitting suspicious transaction reports, implementing risk-based application, and conducting customer due diligence. We are required to comply with the provisions under AMLA 2001.

MANAGEMENT

The following are our executive officers and directors and their respective ages and positions as of September 3, 2026.

Liew Soo Hua serves as the executive director of the board (the “Executive Director”) of VCCG and VHKL. She also served as an Executive Director since the inception of VCIG until May 26, 2026, on which she resigned as the Executive Director. She is responsible for overseeing the company’s business operations, general administration, and human resources, as well as liaising with stakeholders to support strategic growth. Mrs. Liew ensures that business performance aligns with the company’s vision. Additionally, she manages the development and execution of strategic marketing plans. Hoo Voon Him and Liew Soo Hua are spouses.

Yong Hui Wun is the Chief Executive Officer of VCCG, where she oversees the company’s strategic direction, growth initiatives, and operational execution in corporate finance and advisory. She served as Chief Operating Officer and Head of Corporate Advisory at VCIG, where she leads strategic initiatives in IPO advisory, mergers and acquisitions, and corporate finance. Since January 2022, Mrs. Yong had directed VCIG’s advisory services, providing end-to-end solutions for businesses in IPO preparation, post-IPO growth, and restructuring. With over seven years in corporate advisory at VCIG, she has played an instrumental role in facilitating IPOs on prominent exchanges, including Bursa Malaysia, ASX, and Nasdaq. Mrs. Yong holds a Master of Finance and a Bachelor of Commerce in Accounting and a Master of Applied Finance from the University of Adelaide.

Enyoo Hoeng Wei is the Chief Operating Officer (COO) of VCCG, where he provides strategic leadership in driving business growth and operational excellence. He was also the Deputy COO of VCIG. With more than 8 years of experience in the finance industry, Mr. Enyoo now focuses on areas such as IPOs, M&As, and corporate planning, including forecasting, budgeting, cash flow planning, business valuation, preliminary studies, financial statement analysis, and company structuring. Mr. Enyoo graduated in 2010 with an Advanced Diploma in Accounting from Tunku Abdul Rahman College.

Ong Shin Ein is the Chief Financial Officer at VCCG. In her role, she oversees financial planning and strategy, drawing on her extensive experience in accounting and corporate finance. Prior to this, Ms. Ong served as manager, Corporate Advisor at VCIG (September 2021 – Present), where she played a key role in driving corporate growth and strategic initiatives. Ms. Ong is a Fellow of the Association of Chartered Certified Accountants (FCCA), having completed her ACCA qualification at Sunway College. She also holds a bachelor’s degree in accounting awarded by University of Hertfordshire, completed through a program at INTI International College Subang.

Amanda Lee Jing Min is the Chief Legal Officer of VCCG, where she oversees legal and regulatory matters. With her expertise in corporate exercises as manager in VCIG, Ms. Lee advises on corporate exercises and successfully facilitating the IPO listings of several companies on Nasdaq. Before transitioning to the consulting industry, she began her career in civil litigation, gaining valuable experience in the legal field until 2021. Ms. Lee graduated with a Bachelor of Laws (LL. B) from the University of Malaya in 2018 and was called to the Malaysian Bar as an Advocate and Solicitor in 2019.

How Wen Sheng is the nominee independent director of VCCG. Mr How specializes in financial management, reporting, income tax, corporate tax planning and financial analysis. Mr How currently serves as a finance manager at ES Group of Companies, overseeing finance operations and reporting. Previously held senior roles as Senior Tax Associate at Koh & Siow Business Consulting and Senior Business Consultant at Cheng & Co Quality, advising clients on tax compliance, corporate structure, and financial planning. Mr How is a Certified Practicing Accountant (CPA) in Australia with over 9 years of experience in the accounting and finance industry.

Khoo Soo Thong is the independent director nominee of VCCG, bringing nearly seven years of experience in corporate recovery and restructuring, with a focus on practical solutions for businesses in financial distress. Mr. Khoo currently serves as a Manager at Baker Tilly Insolvency PLT, overseeing restructuring projects, liquidation processes, and debt recovery and asset disposals across sectors including construction, property development, marine fabrication, and manufacturing. He has a proven track record of ensuring compliance with AMLA and other regulatory requirements, reflecting his expertise in governance and risk oversight. Khoo Soo Thong holds a BSc in Business Management (Accounting & Finance) from the University of Manchester, United Kingdom.

Keith Pinder is the independent director of VCCG, bringing over 15 years of experience in investor relations, public relations, capital markets, and corporate communications. Mr. Pinder currently serves as the Managing Partner of Thomas & Thomas Investment Group LP, where he oversees private investment opportunities and supports the strategic development of portfolio companies. He is also the founder of Landon Capital Inc., an investor relations, communications, and consulting firm that advises publicly traded and pre-public companies on capital markets strategy, investor engagement, and access to capital. His extensive experience in investor communications, corporate strategy, and capital markets provides valuable expertise in governance, shareholder engagement, and public company oversight. Keith Pinder holds a Bachelor’s degree in Business Administration and Management from Morgan State University.

Code of Ethics

Our Board plans to adapt a written code of business conduct and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.

Board Leadership Structure and Risk Oversight

Our Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board to understand our risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk.

Board of Directors

Our business and affairs are managed under the direction of our Board. Our Board consists of 6 directors, 4 of whom qualify as “independent” under the listing standards of Nasdaq.

Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve until their successors have been elected and qualified.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Total compensation for fiscal years 2024 and 2025. Similarly, the appointment process for our independent directors is still ongoing; therefore, they have not received any compensation for these fiscal years. For fiscal year ended December 31, 2024, we paid an aggregate of approximately US$1,704,439 in cash to our Executive Directors and Executive Officers. For the fiscal year ended December 31, 2025, we paid an aggregate of approximately US$1,238,130 in cash to our Executive Directors and Executive Officers.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information, as of the date of this prospectus, with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of our Shares, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group.

Beneficial ownership of the Shares is determined in accordance with the rules of the SEC and includes any shares of company Shares over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days of the date of this prospectus. Applicable percentage ownership in the following table is based on 28,000,000 Shares issued and outstanding on July 15, 2026, and 35,500,000 of our Shares after this offering.

Except as otherwise indicated in the footnotes to the following table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all Shares shown as beneficially owned by them, to the best of our knowledge, except to the extent such power may be shared with a spouse.

Holders of Shares will be entitled to one (1) vote per share. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.