VCI Global Ltd F-3, filed Mar 31, 2026
VCI Global Ltd (VCIG)
As filed with the Securities and Exchange Commission on March 30, 2026
Registration No. 333-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VCI GLOBAL LIMITED
(Exact name of registrant as specified in its charter)
| British Virgin Islands | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Suite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange,
55188 Kuala Lumpur, Malaysia
+603 7717 3089
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas
26th Floor, New York, NY 10036
Telephone: (212) 930-9700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ross D. Carmel, Esq.
Jeffrey P. Wofford, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 26th Floor
New York, New York 10036
Telephone: (212) 930-9700
Approximate date of commencement of proposed sale to the public: From time to time, after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please 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, please 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |
| Emerging growth company | ☒ |
If an emerging growth company, 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 Exchange 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 that 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 this 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 these securities or accept an offer to buy these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 30, 2026
10,515,886 Ordinary Shares
This prospectus relates to the offer and resale from time to time by Alumni Capital LP, a Delaware limited partnership (“Alumni” or the “Selling Shareholder”) of (i) up to 8,765,886 of our ordinary shares (the “Note Shares”), no par value per share of VCI Global Limited (“we,” “us,” “our,” or the “Company”) that may be issued by us to Alumni upon conversion of multiple tranches of our convertible promissory notes that have been purchased by Alumni (the “Convertible Notes”) pursuant to the Securities Purchase Agreement, dated August 13, 2025, by and between us and Alumni (“Securities Purchase Agreement”), which include (A) 4,681 Shares issued upon conversions of the $3,000,000 Convertible Note dated August 13, 2025 (the “Tranche 1 Note”), (B) 15,160 Shares issued upon conversions of the $4,200,000 Convertible Note dated September 3, 2025 (the “Tranche 2 Note”), (C) 45,705 Shares issued upon conversions of the $4,800,019 Convertible Note dated October 20, 2025 (the “Tranche 3 Note”), (D) 299,846 Shares issued upon conversions of $2,757,019 out of the total $4,800,019 Convertible Note dated November 20, 2025 (the “Tranche 4 Note” and together with the Tranche 1 Note, the Tranche 2 Note, and the Tranche 3 Note, the “Convertible Notes”), and (E) 8,400,494 shares issuable upon the conversion in full of the current outstanding principal balance of the Tranche 4 Note at the floor price of $0.2432 and (ii) up to 1,750,000 of our ordinary shares (the “Warrant Shares” and together with the “Shares”) issuable upon exercise of four (4) warrants (the “Note Warrants”) issued to Alumni, assuming the exercise price for all issuances is floor price of $1.20.
The number of ordinary shares offered by this prospectus includes the outstanding Note Shares and the maximum number of Shares issuable upon (i) conversion of the remaining principal balance of the Tranche 4 Note, assuming full conversion at the floor price of $0.2432 per share and no redemption prior to maturity and (ii) exercise of the Note Warrants, assuming full exercise at the floor price of $1.20 per share.
We are registering the Shares on behalf of Alumni, to be offered and sold by it from time to time. The Company will not receive any proceeds from the sale of the Shares by Alumni. 365,392 Note Shares have previously been issued to Alumni pursuant to Convertible Notes conversions and the aggregate outstanding principal amount of Convertible Notes is $2,043,000. The Company will receive cash proceeds from the exercise of the Note Warrants. To the extent that Alumni converts any of the outstanding principal amount of the Convertible Notes into Shares, the debt represented by such converted amount will be extinguished. The Company has agreed to pay the expenses of registering the Shares under the Securities Act of 1933, as amended.
Our registration of the Shares covered by this prospectus does not mean that Alumni will offer or sell any of the shares. See “Plan of Distribution” on page 20 of this prospectus.
The Company has paid all of the registration expenses incurred in connection with the registration of the Shares, including legal and accounting fees. We will not pay any of the selling commissions, brokerage fees and related expenses.
You should read this prospectus and any additional prospectus supplement or amendment carefully before you invest in our securities.
Our ordinary shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “VCIG.” On March 30, 2026, the last reported sale price of our ordinary shares on Nasdaq was $1.46 per share.
Investing in our securities involves a high degree of risk. See “Risk Factors” section beginning on page 13.
We are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements and may elect to do so in future filings.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is March [*], 2026.
TABLE OF CONTENTS
PROSPECTUS
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This prospectus relates to the resale by Alumni Capital of our ordinary shares. Before buying any of the ordinary shares offered hereby, we urge you to read carefully this prospectus, together with the information incorporated herein by reference as described below under the heading “Incorporation of Certain Information by Reference.”
You should rely only on the information contained in, or incorporated by reference into, this prospectus. We have not, and Alumni Capital has not, authorized anyone to provide you with different or additional information.
This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies, regardless of the time of delivery of this prospectus or of any sale of the securities offered hereby. Our business, financial condition, results of operations, and prospects may have changed since that date. We do not take any responsibility for, nor do we provide any assurance as to the reliability of, any information other than the information in this prospectus. Neither the delivery of this prospectus nor the sale of the ordinary shares means that information contained in this prospectus is correct after the date of this prospectus.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus contains and incorporates by reference market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus or the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” in this prospectus, and under similar headings in the other documents that are incorporated herein by reference. Accordingly, investors should not place undue reliance on this information.
References in this prospectus to the terms references to the “Company,” the “registrant,” “VCI,” “VCI Global,” “we,” “our,” or “us” in this prospectus mean VCI Global Limited, a BVI business company, unless we state otherwise or the context indicates otherwise.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical facts contained in this prospectus and the documents incorporated by reference herein, including statements regarding our future results of operations and financial position, business strategy, research and development plans, the anticipated timing, costs, design and conduct of our ongoing and planned research and development for our products and services, our ability to commercialize our products, the impact of the COVID-19 pandemic and global geopolitical events, such as the ongoing conflict between Russia and Ukraine and the Middle East conflicts, on our business, the potential benefits of strategic agreements and our intent to enter into any strategic arrangements, the timing and likelihood of success, plans and objectives of management for future operations, and future results of anticipated product development efforts, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. This prospectus and the documents incorporated by reference herein also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus and the documents incorporated by reference herein are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions, which we discuss in greater detail in the documents incorporated by reference herein, including under the heading “Risk Factors” and elsewhere in this prospectus. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this prospectus or the documents incorporated by reference herein, whether as a result of any new information, future events, changed circumstances or otherwise. For all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
MARKET, INDUSTRY AND OTHER DATA
This prospectus and the documents incorporated by reference herein and therein contain estimates, projections, market research and other information concerning, among other things, our industry, our business and markets for our products and services. Unless otherwise expressly stated, we obtain this information from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources as well as from our own internal estimates and research and from publications, research, surveys and studies conducted by third parties on our behalf. Information that is based on estimates, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are reflected in this information. As a result, you are cautioned not to give undue weight to such information.
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The following summary highlights selected information contained or incorporated by reference in this prospectus. This summary does not contain all of the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the risk factors section, the financial statements and the notes to the financial statements incorporated herein by reference, and the documents that we incorporate by reference herein.
Overview
We are a multi-disciplinary consulting group with key advisory practices in the areas of business and technology. Each of our segments and practices is staffed with consultants recognized for their wealth of knowledge and established track records of delivering impact. With our core group of experts experienced in corporate finance, capital markets, legal, and investor relations, we illuminate our clients’ paths to success by helping them foresee impending challenges and identify business opportunities. We leverage our in-depth expertise to assist clients in creating value by providing profitable business ideas, customizing bold strategic options, offering sector intelligence, and equipping clients with cost-saving solutions for lasting growth.
Since our inception in 2013, we have been delivering our services to companies ranging from small-medium enterprises and government-linked agencies to publicly traded conglomerates across a broad array of industries. Our business operates solely in Malaysia, with clients predominantly from Malaysia, and some engagements with clients from China, Singapore and the United States.
We have segregated our services in the following segments:
Business Strategy Segment
Technology Consultancy Services & Solutions
Our technology consultancy services and solutions keep our clients ahead of major technology and industry trends. This includes cyber security solutions, artificial intelligence solutions, fintech solutions, digital transformation and enterprise solution development, empowering businesses to secure their infrastructure, optimize operations, and drive growth in a rapidly evolving digital landscape.
We harness the transformative power of technology to propel companies to new heights. Recognizing the growing global significance of data analytics and digital transformation in enhancing existing business models, we have established relationships with technology experts to provide the following services:
1. Cybersecurity Solutions (Cybersecurity as a Services)
In a world of increasing cyber threats, we offer a comprehensive approach to cybersecurity that protects your business from potential risks. Our offerings include:
| ● | Managed Security Services: Continuous monitoring, rapid threat detection, and incident response to safeguard your digital infrastructure against advanced cyberattacks. |
| ● | Risk & Compliance Management: Strategic consulting to help businesses adhere to regulatory standards such as GDPR, PDPA, and other industry-specific requirements, ensuring compliance and minimizing operational risks. |
| ● | Endpoint Protection & Network Security: Multi-layered defenses, including firewalls, intrusion detection systems (IDS), and endpoint protection, designed to secure networks and prevent data breaches. |
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2. Artificial Intelligence Solutions (AI as a Service)
We empower organizations to unlock the power of artificial intelligence to enhance decision-making and streamline operations. Our services include:
| ● | Custom AI Model Development: Tailored AI solutions to address specific business challenges, ranging from predictive analytics to intelligent automation. |
| ● | AI Infrastructure & Cloud Integration: Scalable AI infrastructure that integrates seamlessly with cloud platforms, delivering powerful, flexible AI capabilities. |
| ● | AI Model Training & Optimization: Expert training and optimization of machine learning models to ensure peak performance and the ability to scale as business needs evolve. |
| ● | Natural Language Processing (NLP): Advanced NLP solutions to enhance customer interactions, automate workflows, and extract actionable insights from unstructured data. |
3. Fintech Solutions
Our fintech solutions are designed to enhance financial services by improving processes and ensuring seamless operations. Key offerings include:
| ● | Advanced Loan Management System: A complete solution to manage the entire loan lifecycle, automating processes from loan origination to repayment, reducing overheads, and improving operational efficiency. |
| ● | Loan Risk Assessment & Credit Scoring: AI-driven tools for credit scoring and risk assessment, ensuring accurate and data-driven lending decisions. |
| ● | Compliance & Regulatory Reporting: Automation of compliance processes to meet both local and global regulatory requirements, ensuring transparency and reducing risks. |
| ● | Digital Loan Processing: A fully digital loan application, approval, and servicing system that enhances the customer experience and simplifies loan management. |
4. Digital Transformation & Enterprise Solution Development
We help businesses navigate the complexities of digital transformation by providing tailored solutions that enhance efficiency and drive innovation. Our combined Digital Transformation and Enterprise Solution Development services include:
| ● | Digital Strategy Development: We work with businesses to develop a comprehensive digital strategy that aligns with their goals and enhances overall business performance. |
| ● | Custom Software Development: Tailored enterprise applications designed to streamline business operations, improve productivity, and provide a seamless user experience. |
| ● | Systems Integration: Integration of diverse enterprise systems to ensure smooth data flow and interoperability between various platforms, increasing operational efficiency. |
| ● | Cloud Transformation & Infrastructure: Expertise in migrating to cloud environments, optimizing cloud infrastructure for scalability, security, and performance, while minimizing disruptions during the transition. |
| ● | Business Process Automation (BPA): Implementing intelligent workflows and robotic process automation (RPA) to automate repetitive tasks, reduce costs, and increase business agility. |
| ● | ERP & CRM Solutions: Development and implementation of custom ERP and CRM systems to streamline business operations, improve resource planning, and enhance customer engagement. |
| ● | Legacy System Modernization: Upgrading and modernizing outdated legacy systems to ensure they meet modern business needs, enhancing security, performance, and scalability. |
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Spin-off/IPO Strategy
V Gallant Limited (“V Gallant”)
V Gallant is currently planning a potential listing on the Nasdaq Capital Market, and the drafting of its Registration Statement on Form F-1 is in progress. The Company is planning a pro rata distribution of an aggregate of 10% of the issued shares of V Gallant to the existing shareholders of the Company as of the dividend record date, with each shareholder receiving V Gallant shares in proportion to their respective shareholdings in the Company. The shares will be registered in the Form F-1, and will be distributed to the shareholders as of the record date. As of the date hereof, the Form F-1 has not yet been submitted to the SEC.
The contemplated distribution would be effected on a strictly pro rata basis to existing shareholders, without any consideration payable by such shareholders, and for a bona fide corporate purpose. The Company also intends to provide shareholders with disclosure regarding V Gallant’s IPO plans and material developments through Form 6-Ks. Based on these factors, the Company believes that the contemplated distribution would not constitute a “sale” of securities for value within the meaning of Section 2(a)(3).
The Company further respectfully submits that pro forma financial statements are not required in connection with the contemplated carve-out. V Gallant remains a subsidiary of the Company, and its financial results will continue to be consolidated in the Company’s financial statements when the Company files its Form 20-F.
V Capital Consulting Group IPO
Pursuant to a Share Sale Agreement dated November 18, 2025 between the Company and VHKL Private Limited, a BVI company and owned and controlled by our Chairman and Chief Executive Officer, Victor Hoo (“VHKL”), we transferred our entire equity interest in our wholly owned subsidiary, V Capital Consulting Group (“VCCG”), consisting of 100% of the issued and outstanding Class A Shares and Class B Shares, to VHKL for US$33,975,000, payable in cash and/or through the issuance or transfer of common stock listed on a major stock exchange, to be paid within three years from the date of the Share Sale Agreement, subject to the terms and conditions set forth therein. Following the transfer, VHKL became the direct parent company of VCCG.
As a result of the foregoing restructuring, Mr. Hoo Voon Him, through his control of VHKL and ownership of Class B Shares, holds a controlling voting interest in the Company. The restructuring did not result in any change to the Company’s assets, liabilities, or business operations, but it did affect the ownership and voting structure of the Company.
On January 28, 2026, VCCG initially filed an F-1 Registration Statement (the VCCG Registration Statement”) with the SEC in connection with a proposed initial public offering of VCCG’s Class A Ordinary Shares. The VCCG Registration Statement states that upon the commotion of its initial public offering, VHKL will own approximately 91.80% VCCG’s outstanding Class A Shares (or 90.69% if the underwriters in the initial public offering exercise their option to purchase additional shares in full). The Registration Statement states that VCCG intends to list its Class A Shares on the Nasdaq Capital Market.
We make no representations as to the accuracy or completeness of the statements contained in the VCCG Registration Statement. The statements contained herein do not constitute on offer to sell any securities issued by VCCG
Recent Developments
Reverse Stock Split
On February 25, 2026, the Company announced that its board of directors (the “Board”) had approved a reverse stock split of its ordinary shares at a ratio of 1-for-60, effective at 12:01 a.m. Eastern Time on February 27, 2026. The Company’s ordinary shares began trading on a post-split basis under its existing trading symbol “VCIG” with the new CUSIP number G98218400 (the “Reverse Stock Split”) on The Nasdaq Capital Market (“Nasdaq”) at the opening of trading on February 27, 2026.
The Reverse Stock Split was implemented to maintain compliance with Nasdaq’s minimum bid price requirement and to strategically position VCIG for a potential landmark institutional transaction. No fractional shares will be issued in connection with the Reverse Stock Split. Any amount of fractional shares were rounded up to the next nearest number at the participant level.
Departure of Certain Director
On August 1, 2025, Ms. Liew Yu Ying, a member of the Board, tendered her resignation as an independent director of the Board, effective August 1, 2025. Ms. Liew Yu Ying’s resignation was not a result of any disagreement with the Company on any matter related to the operations, policies, finance, accounting or practices of the Company.
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On February 28, 2026, Mr. Victor Lee Kam Wing and Mr. Alex Chua Siong Kiat tendered their resignation as executive directors of the Board, effective February 28, 2026. The resignation of Mr. Lee and Mr. Chua was not a result of any disagreement with the Company on any matter related to the operations, policies, finance, accounting or practices of the Company.
On March 16, 2026, Mr. Vincent Hong Khay Kuan tendered his resignation as an executive director of the Board, effective March 16, 2026. The resignation of Mr. Hong Khay Kuan was not a result of any disagreement with the Company on any matter related to the operations, policies, finance, accounting or practices of the Company.
Appointment of Director
On March 1, 2026, the Board appointed Mr. Michael Puah Wooi Kuan as an independent director of the Board. The Board has determined that Mr. Puah meets the independent director’s standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Securities Exchange Act of 1934, as amended.
Launching of AI GPU Computing Centre
On March 3, 2026, the Company’s indirect wholly-owned subsidiary, V Gallant Sdn Bhd, had launched Malaysia’s first NVIDIA-powered AI GPU Computing Center.
Partnership Agreements
On August 19, 2025, the Company entered into a joint venture agreement with Betterverse Venture Limited to collaborate on the development, marketing and commercialization of real-world asset products and encrypted storage infrastructure solutions, which agreement remains subject to completion.
On August 26, 2025, the Company’s subsidiary, V Gallant Limited, entered into a service agreement with Codetext (BVI) Limited to deliver a full-stack sovereign AI system infrastructure, including encrypted data storage, proprietary encryption acceleration, secure GPU-integrated compute systems, and local AI stack integration, and such agreement remains ongoing.
In October 2025, the Company’s subsidiary, Smart Bridge Technologies Limited, was appointed as the exclusive issuer and treasury manager of the XVIQ token. The appointment was made in the context of Smart Bridge’s concurrent development of a real-world asset (“RWA”) exchange platform, with the XVIQ token designated to function as the platform’s native utility token. Under the mandate, Smart Bridge’s responsibilities include the design and deployment of the XVIQ token architecture, ongoing treasury management and custody of the total token supply, liquidity monitoring, and governance of token issuance.
In November 2025, the Company launched its Digital Asset Treasury (“DAT”) Strategy, a $100 million initiative focused on the acquisition of OOB tokens, the utility asset of the Oobit ecosystem. To facilitate the first phase of this strategy, on November 12, 2025, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to acquire 250 million OOB tokens through the issuance of 880,000 Ordinary Shares and 49,120,000 Pre-Funded Warrants (“PFWs”). For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on November 12, 2025.
Under the DAT initiative, the Company has also committed to acquiring an additional $50 million in OOB tokens through cash purchases on the secondary market. As of the date of this prospectus, the Company has completed initial secondary market purchases totaling $1 million and is continuing its acquisition program.
As part of these broader initiatives, the Company has entered into a partnership agreement with Oobit Technologies Pte. Ltd (“Oobit”). The partnership is designed to leverage the parties’ respective networks, resources, and technical expertise to optimize the OOB ecosystem.
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Pursuant to the SPA, the parties have established a schedule for the issuance and distribution of Ordinary Shares as consideration for the acquisition of OOB tokens. Under the terms of the transaction, Tether Investment Limited along with other shareholders of Oobit are set to emerge as the shareholders of the Company. This transaction is expected to occur as the underlying PFWs are exercised and as the distribution schedule for the restricted shares progresses pursuant to the SPA. While the exercise of the PFWs and the resulting share distributions remain underway, this structural alignment provides the Company with direct access to a premier digital asset network.
In November 2025, in conjunction with its significant asset position, the Company has been appointed as the treasury manager for the OOB Foundation. In this capacity, the Company provides oversight of the OOB ecosystem, including strategic management of token allocation, issuance, and treasury activities. This role positions the Company as a central participant in the OOB ecosystem’s governance and long-term financial stability.
In December 2025, Smart Bridge was awarded a US$200 million Real-World Asset (“RWA”) consultancy mandate to architect and develop an institutional-grade stablecoin fully backed by physical gold (temporarily designated as “Bridge Gold”). Smart Bridge will lead the full implementation of the project, including RWA structuring, smart contract design, and the integration of multi-currency settlement rails for USD, EUR, and SGD. The Bridge Gold project is scheduled to commence in the second quarter of 2026.
In January 2026, the Company, in collaboration with Reveillon Group Limited (“RG”), entered into a strategic partnership to transition its previously announced real-world asset (“RWA”) lounge concept into a comprehensive digital lifestyle ecosystem (temporarily designated as the “X World Rewards System”). The Company is pivoting from a physical infrastructure-based model to a digital-first platform designed to capture and monetize consumer behavior across RG’s global hospitality network. The Company’s subsidiary, Smart Bridge Technologies Limited (“Smart Bridge”), will lead the technological architecture and management of the ecosystem, which aims to convert routine food and beverage consumption into a high-velocity digital asset class.
Term Sheet
On December 28, 2025, the Company entered into a Term Sheet with RTCAR Comercializadora de Suministros Automotrices, S.A. de C.V. (“RTCar”), pursuant to which the Company has expressed its intention to acquire a 51% controlling equity interest in RTCar. The proposed acquisition is conditional upon, among other things, the execution of a definitive offtake agreement between RTCar and a leading global automotive original equipment manufacturer that includes guaranteed offtake commitments satisfactory to the Company. The negotiations in respect thereof are ongoing.
Appointment as Lead Advisor and Implementation Partner for Bridge Gold
On December 1, 2025, Smart Bridge Technologies Limited (“Smart Bridge”), a wholly-owned subsidiary of the Company, was appointed as lead advisor and implementation partner for Bridge Gold (“BGD”), a proposed gold-backed stablecoin tokenisation initiative. Smart Bridge is currently in the process of identifying and engaging suitable vault operators in Singapore for the secure custody of physical gold allocated to the BGD initiative.
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Securities Purchase Agreement
In November 2025, the Company launched its Digital Asset Treasury (“DAT”) Strategy, a $100 million initiative focused on the acquisition of OOB tokens, the utility asset of the Oobit ecosystem. To facilitate the first phase of this strategy, on November 10 2025, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to acquire 250 million OOB tokens through the issuance of 880,000 Ordinary Shares and 49,120,000 Pre-Funded Warrants (“PFWs”).
Under the DAT initiative, the Company has also committed to acquiring an additional $50 million in OOB tokens through cash purchases on the secondary market. As of the date of this prospectus, the Company has completed initial secondary market purchases totaling $1 million and is continuing its acquisition program.
Pursuant to the SPA, the parties have established a schedule for the issuance and distribution of Ordinary Shares as consideration for the acquisition of OOB tokens. Under the terms of the transaction, Tether Investment Limited along with other shareholders of Oobit Technologies Pte. Ltd are set to emerge as the shareholder of the Company.
This transaction is expected to occur as the underlying PFWs are exercised and as the distribution schedule for the restricted shares progresses pursuant to the SPA. While the exercise of the PFWs and the resulting share distributions remain underway, this structural alignment provides the Company with direct access to a premier digital asset network.
Appointment as Treasury Manager for OOB Foundation
On November 10 2025, the Company has been appointed as the treasury manager for the OOB Foundation. In this capacity, the Company provides oversight of the OOB ecosystem, including strategic management of token allocation, issuance, and treasury activities. This role positions the Company as a central participant in the OOB ecosystem’s governance and long-term financial stability.
Partnership Agreement with Oobit Technologies Pte Ltd
On November 11 2025, the Company has entered into a partnership with Oobit Technologies Pte. Ltd. The partnership is designed to leverage the parties’ respective networks, resources, and technical expertise to optimize the OOB ecosystem.
Appointment as the Exclusive Issuer and Treasury Manager of the XVIQ token
In October 2025, Smart Bridge Technologies Limited (“Smart Bridge”) was appointed as the exclusive issuer and treasury manager of the XVIQ token. The appointment was made in the context of Smart Bridge’s concurrent development of a real-world asset (“RWA”) exchange platform, with the XVIQ token designated to function as the platform’s native utility token. The Company is actively sourcing a license to operate as a regulated exchange.
Service Agreement
On August 26, 2025, the Company’s subsidiary, V Gallant Limited, entered into a service agreement to deliver a full-stack sovereign AI system infrastructure, including encrypted data storage, proprietary encryption acceleration, secure GPU-integrated compute systems, and local AI stack integration, and such agreement remains ongoing.
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Joint Venture Agreement
On August 19, 2025, the Company entered into a Joint Venture Agreement to collaborate on the development, marketing and commercialization of real-world asset products and encrypted storage infrastructure solutions, which agreement remains subject to completion.
Acquisition of QuantGold Data Platform
On June 24, 2025, the Company acquired 20% equity stake in QuantGold Data Platform (“QuantGold”), a sovereign-grade AI infrastructure designed to enable computation on sensitive datasets without compromising data ownership or privacy. As part of the consideration given to QuantGold in the acquisition, the Company issued 11,904,762 ordinary shares, no par value per share, of the Company, to QuantGold.
Recent Offerings and Issuances of Ordinary Shares
Convertible Note and ELOC Offering with Alumni Capital
On August 13, 2025, the Company entered into a Securities Purchase Agreement (the “Note Purchase Agreement”) with Alumni Capital LP (“Alumni”), pursuant to which the Company agreed to issue and sell, and Alumni agreed to purchase, in multiple tranches, convertible notes of the Company (“Convertible Notes”) having an aggregate principal amount of up to $61,200,000. The Convertible Notes will be issued with approximately 16.67% original issue discount for a maximum amount of gross proceeds of $51,000,000. For each tranche of Convertible Notes issued, Alumni will be issued warrants (the “Note Warrants”) to purchase the Company’s ordinary shares in an amount equal to 15% of the purchase price of such tranche of Convertible Notes. Note Warrants are or will be exercisable at an exercise price per share (the “NW Exercise Price”) equal to the greater of (i) $1.20 and (ii) the quotient of (A) $30,000,000, divided by (B) the number of ordinary shares issued and outstanding as of the date of exercise, subject to adjustment. The number of ordinary shares issuable on any exercise date for a Note Warrant equals (i) 15% of the applicable Convertible Note less the Exercise Value (as defined below) of all previous partial exercises divided by (ii) the Exercise Price. The “Exercise Value” for any exercise of a Note Warrant equals the number of ordinary shares issuable with respect to such exercise multiplied by the NW Exercise Price.
On August 13, 2025, Alumni purchased the Tranche 1 Note and a Note Warrant to purchase up to $375,000 of ordinary shares for a combined purchase price of $2,500,000. On August 27, 2025, Alumni purchased the Tranche 2 Note and a Note Warrant to purchase up to $525,000 of ordinary shares for a combined purchase price of $3,500,000.
Until August 13, 2027, Alumni has the option to purchase up to $54,000,000 of additional Convertible Notes and Note Warrants to purchase up to $6,750,000 of the Company’s ordinary shares for a combined purchase price of up to $45,000,000. Any issued Note Warrants are or will be exercisable at an exercise price per share equal to the greater of (i) $1.20 and (ii) the quotient of (A) $30,000,000, divided by (B) the number of ordinary shares issued and outstanding as of the date of exercise, subject to adjustment.
On each of October 14 and November 20, 2025, Alumni exercised this option and purchased the Tranche 3 Note and a Note Warrant to purchase up to $600,000 of ordinary shares and the Tranche 4 Note and a Note Warrant to purchase up to $600,000 of ordinary shares, in each case for a purchase price of $4,000,000 per tranche. There have not been any exercises of the Note Warrants.
The conversion price for the Convertible Notes is equal to the greater of (A) the Floor Price, as defined in the applicable Convertible Note, and (B) the lower of (I) the quotient of (x) $50,000,000, divided by (y) the number of Shares outstanding immediately preceding the delivery of the applicable conversion notice (treating for this purpose as outstanding all Shares issuable upon exercise of options outstanding immediately preceding the delivery or deemed delivery of the applicable conversion notice or upon conversion or exchange of convertible securities (including the Convertible Notes) outstanding (assuming exercise of any outstanding options therefor) immediately preceding the delivery or deemed delivery of the applicable conversion notice), and (II) ninety percent (90%) of the lowest VWAP of the Ordinary Shares during the ten (10) consecutive trading days immediately preceding the delivery or deemed delivery of the applicable conversion notice.
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The Company also entered into an equity line of credit facility (the “ELOC”) with Alumni, which has terminated. Pursuant to the terms of the ELOC, we issued Alumni a warrant to purchase $20,250,000 ordinary shares, which terminates on August 1, 2027 (the “ELOC Warrant” and together with the Note Warrants, the Alumni Warrants”). The ELOC Warrant is exercisable at an exercise price per share (the “EW Exercise Price”) equal to (i) $10,000,000, divided by (B) the number of ordinary shares issued and outstanding as of the date of exercise, subject to adjustment. The number of ordinary shares issuable on any exercise date for a ELOC Warrant equals (i) 15% of the commitment amount under the ELOC less the aggregate EW Exercise Value (as defined below) of all previous partial exercises of the ELOC Warrant (the “Remaining EW Exercise Value”) divided by (ii) the EW Exercise Price. The “EW Exercise Value” for any exercise of an ELOC Warrant equals the number of ordinary shares issuable with respect to such exercise multiplied by the EW Exercise Price. We have issued 220,717 ordinary shares to Alumni pursuant to ELOC Warrant exercises and $1,680,505 of ordinary shares are underlying the ELOC Warrant.
We have issued a total of 623,511 ordinary shares to Alumni pursuant to the ELOC, the Convertible Notes, and the Alumni Warrants.
Pursuant to the ELOC, we have issued 37,401 ordinary shares to Alumni at prices that included discounts to the closing price of our ordinary shares on the date of issuance that ranged from 14.91% to 65.17%.
Under the terms of the Convertible Notes, we have issued 365,392 ordinary shares to Alumni at conversion prices that included discounts to the closing price of our ordinary shares on the date of issuance that ranged from 1.04% to 62.55%.
There have not been any exercises of the Note Warrants.
Under the terms of the ELOC Warrant, we have issued 220,717 ordinary shares to Alumni at exercise prices that included discounts to the closing price of our ordinary shares on the date of issuance that ranged from 5.25% to 75%.
The issuance of ordinary shares upon future conversions of the Convertible Notes or exercises of the Alumni Warrants will dilute the equity ownership of existing shareholders and could adversely affect the market price of our ordinary shares, especially since it is likely that Alumni would only exercise these warrants if the exercise price was at a discount to the market price of the ordinary shares. In addition, additional issuances of ordinary shares by the Company, including issuances to Alumni pursuant to conversions of the Convertible Notes or exercises of the Alumni Warrants decreases the EW Exercise Price and decreases the NW Exercise price, subject to a floor of $1.20 and such decreases will decrease the EW Exercise Value and the NW Exercise Value (subject to the floor), issuances of ordinary shares pursuant to Alumni Warrant Exercises will generally have an increased dilutive effect on existing shareholders.
The following examples demonstrate the dilutive effect of three exercises of the ELOC Warrant that occurred on July 9, 2025, July 16, 2025 and July 28, 2025 (share amounts and prices do not take into account the 1:30 reverse stock split that occurred on September 16, 2025 and the 1:60 reverse stock split that occurred on February 27, 2026).
Example 1: July 9, 2025 Exercise Date
Ordinary Shares Outstanding at Exercise: 31,887,755
Remaining EW Exercise Value at Exercise: $21,800,000
Exercise Price: $0.4704 per share ($15,000,000/31,887,755)
Maximum Ordinary Shares Issuable on Exercise Date: Up to 46,343,537 (21,800,000/0.4704)
Ordinary Shares Exercised: 2,123,879
Exercise Value of Shares Exercised: $998,999.63
Exercise Price after Actual Exercise: $0.441 per share ($15,000,00/34,011634)
Exercise Price after Maxim Exercise: $0.1917 per share ($15,000,000/78,231,292)
The July 9, 2025 exercise of the ELOC Warrant caused an additional 2,123,879 ordinary shares to be issued, causing significant dilution to existing shareholders. However, Alumni could have exercised the ELOC Warrant for up to 46,343,537 ordinary shares, which would have more than doubled the number of ordinary shares outstanding and caused extreme dilution to existing shareholders.
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Example 2: July 16, 2025 Exercise Date
Ordinary Shares Outstanding at Exercise: 35,079,513
Remaining EW Exercise Value at Exercise: $20,801,000.37
Exercise Price: $0.4276 per share ($15,000,000/35,079,513)
Maximum Ordinary Shares Issuable on Exercise Date: Up to 48,645,930 (20,801,000/0.4276)
Ordinary Shares Exercised: 2,336,055
Exercise Value of Shares Exercised: $998,897.123
Exercise Price after Actual Exercise: $0.4001 per share ($15,000,00/37,415,568)
Exercise Price after Maxim Exercise: $0.1792 per share ($15,000,000/83,725,443)
The July 16, 2025 exercise of the ELOC Warrant caused an additional 2,336,055 ordinary shares to be issued causing significant dilution to existing shareholders. However, Alumni could have exercised the ELOC Warrant for up to 48,645,930 ordinary shares, which would have more than doubled the number of ordinary shares outstanding and caused extreme dilution to existing shareholders. Additionally, the number of ordinary shares issuable for the July 16, 2025 exercise increased from 46,343,537 for the July 9, 2025 exercise to 48,645,930, which was due to the increase in shares outstanding (causing a decrease in the exercise price) and despite a decrease in the Remaining EW Exercise Value.
Example 3: July 28, 2025 Exercise Date
Ordinary Shares Outstanding at Exercise: 40,398,599
Remaining EW Exercise Value at Exercise: $19,802,103.25
Exercise Price: $0.3713 per share ($15,000,000/40,398,599)
Maximum Ordinary Shares Issuable on Exercise Date: Up to 53,331,887 (19,802,103/0.3713)
Ordinary Shares Exercised: 2,690,306
Exercise Value of Shares Exercised: $998,910.61
Exercise Price after Actual Exercise: $0.3481 per share ($15,000,00/43,088,905)
Exercise Price after Maxim Exercise: $0.1792 per share ($15,000,000/93,730,486)
The July 28, 2025 exercise of the ELOC Warrant caused an additional 2,690,306 ordinary shares to be issued causing significant dilution to existing shareholders. However, Alumni could have exercised the ELOC Warrant for up to 53,331,887 ordinary shares, which would have more than doubled the number of ordinary shares outstanding and caused extreme dilution to existing shareholders. Additionally, the number of ordinary shares issuable for the July 28, 2025 exercise increased from 48,645,930 for the July 9, 2025 exercise to 53,331,887, which was due to the increase in shares outstanding (causing a decrease in the exercise price) and despite a decrease in the Remaining EW Exercise Value.
Registered Direct Offerings.
On January 8, 2025, we entered into three securities purchase agreements with certain accredited investors (the “January 8 Purchasers”), pursuant to which the Company agreed to issue and sell to the January 8 Purchasers an aggregate of 1,500,000 ordinary shares (the “January 8 Shares”), no par value per share, in a registered direct offering. The January 8 Shares were sold at a purchase price of $2.00 per Ordinary Share. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 8, 2025.
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On January 13, 2025, we entered into a securities purchase agreement with an accredited investor (the “January 13 Purchaser”), pursuant to which the Company agreed to issue and sell to the January 13 Purchaser an aggregate of 1,149,425 ordinary shares (the “January 13 Shares”), no par value per share, in a registered direct offering. The January 13 Shares were sold at a purchase price of $1.305 per Ordinary Share. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 13, 2025.
On January 23, 2025, we entered into a securities purchase agreement with an accredited investor (the “January 23 Purchaser”), pursuant to which the Company agreed to issue and sell to the January 23 Purchaser an aggregate of 1,120,448 ordinary shares (the “January 23 Shares”) in a registered direct offering. The January 23 Shares were sold at a purchase price of $1.19 per Ordinary Share. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 23, 2025.
On February 15, 2025, we entered into certain securities purchase agreements with two investors (the “February 15 Purchasers”), pursuant to which the Company agreed to issue and sell to the February 15 Purchasers an aggregate of 3,300,000 ordinary shares (the “February 15 Shares”) in a registered direct offering. The February 15 Shares were sold at a purchase price of $1.30 per Ordinary Share. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on February 18, 2025.
On March 17, 2025, we entered into certain securities purchase agreements with two investors (the “March 17 Purchasers”), pursuant to which the Company agreed to issue and sell to the March 17 Purchasers an aggregate of 5,100,000 ordinary shares (the “March 17 Shares”) in a registered direct offering. The March 17 Shares were sold at a purchase price of $1.10 per Ordinary Share. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on March 17, 2025.
On October 30, 2025, we entered into a securities purchase agreement (the “Purchase Agreement”) with a single fundamental institutional investor pursuant to which the Company agreed to issue and sell to the Purchaser an aggregate of (i) 488,789 ordinary shares (the “Shares”), no par value per share, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,288,989 ordinary shares, at an offering price of $1.80 per Share (or $1.799 per Pre-Funded Warrant) in a registered direct offering. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on October 31, 2025.
On January 20, 2026, we entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “Purchaser”), pursuant to which the Purchaser agreed, subject to the satisfaction of certain conditions contained in the Purchase Agreement, to purchase $15 million of the Company’s securities consisting of the Company’s ordinary shares, no par value (the “Shares”), pre-funded warrants (“Pre-Funded Warrants”) to purchase ordinary shares, common A warrants (“Common A Warrants”) to purchase ordinary shares and common B warrants (“Common B Warrants”, and together with the Common A Warrants, the “Common Warrants”) in three tranches of $5 million each in three separate closings. The initial closing occurred on January 21, 2026 and the Company issued 3,179,716 Shares, Pre-Funded Warrants to Purchase up to 5,393,672 ordinary shares, Common A Warrants to purchase up to 8,573,388 ordinary shares and Common B Warrants to purchase up to 8,573,388 ordinary shares for gross proceeds of approximately $5 million. E.F. Hutton & Co served as an exclusive placement agent in connection with the offering. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 23, 2026.
On March 6, 2026, we entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “March 2026 Purchaser”), pursuant to which the March 2026 Purchaser agreed, subject to the satisfaction of certain conditions contained in the Purchase Agreement, to purchase $15 million of the Company’s securities consisting of the Company’s ordinary shares, no par value (the “Shares”), pre-funded warrants (“Pre-Funded Warrants”) to purchase ordinary shares, common A warrants (“Common A Warrants”) to purchase ordinary shares and common B warrants (“Common B Warrants”, and together with the Common A Warrants, the “Common Warrants”) in three tranches of $5 million each in three separate closings. The initial closing, being referred to herein as the “Initial Closing”, occurred on March 6, 2026 and we issued 225,241 Shares, Pre-Funded Warrants to Purchase up to 997,253 ordinary shares, Common A Warrants to purchase up to 1,222,494 ordinary shares and Common B Warrants to purchase up to 1,222,494 ordinary shares for gross proceeds of approximately $5 million. E.F. Hutton & Co served as an exclusive placement agent in connection with the offering. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on March 9, 2026.
Apart from the aforementioned transactions, a total of 2,166,667 ordinary shares have also been issued to various investors.
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Acquisition or Disposition of Shares
Since the filing of our Annual Report on Form 20-F on May 13, 2025, our Chairman and Chief Executive Officer, Victor Hoo has acquired 374,025 ordinary shares and is, as of the date of this prospectus supplement, the beneficial owner of 374,338 ordinary shares.
Pending Arbitration
On December 18, 2024, Boustead Securities, LLC (“Boustead”) filed an arbitration claim before the Financial Industry Regulatory Authority against us alleging that we breached the terms of an engagement agreement. Specifically, Boustead alleged the Company failed to honor a “right of first refusal” clause regarding the right to participate in multiple capital-raising transactions that we conducted following our initial public offering. The total fees claimed are approximately USD $6,000,000, exclusive of certain transactions where quantum is still to be determined, and further claims for unissued warrants, interest, and legal costs. The case is in its early stages; the Company recently filed its answer and affirmative defenses denying the allegations and claims, including the objection to the arbitration forum.
Corporate Information
Our principal executive offices are located at Suite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Malaysia, and our registered address in BVI is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands. Our telephone number is +6037717 3089. The address of our website is http://v-capital.co/. Information contained on, or available through, our website does not constitute part of, and is not deemed incorporated by reference into, this prospectus. Our agent for service of process in the United States is Sichenzia Ross Ference Carmel LLP, 1185 6th Ave 26th Fl, New York, NY 10036.
Implications of Being an Emerging Growth Company
We are an “emerging growth company,” as defined in the Jobs Act. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our ordinary shares pursuant to an effective registration statement under the Securities Act; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable future, but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before the last day of the fiscal year following the fifth anniversary of the date of the first sale of our ordinary shares pursuant to an effective registration statement under the Securities Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies.
These exemptions include:
| ● | being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; |
| ● | not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting; |
| ● | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; |
| ● | reduced disclosure obligations regarding executive compensation; and |
| ● | not being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. |
We have taken advantage of certain reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.
An emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public reporting companies.
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| Ordinary shares offered by us pursuant to this prospectus | Up to 10,515,886 Shares. | |
| Ordinary shares to be outstanding after this offering (1) | 14,201,835 | |
| Use of Proceeds | We will not receive any proceeds from the sale of the Shares by Alumni. However, to the extent that Alumni (i) converts any Convertible Note into Shares, the debt represented by such Convertible Note will be extinguished, in whole or in part or (ii) exercises the outstanding Note Warrants or ELOC Warrants, we will receive the proceeds from the exercise price of such exercises. | |
| Risk Factors | An investment in our ordinary shares involves a high degree of risk. See the information contained in or incorporated by reference under “Risk Factors” on page 13 of this prospectus and under similar headings in the other documents that are incorporated by reference herein, as well as the other information included in or incorporated by reference in this prospectus. | |
| The Nasdaq Capital Market symbol | VCIG |
| (1) | The number of our ordinary shares to be outstanding after this offering is based on 3,685,949 ordinary shares outstanding as of March 30, 2026 and assumes the full conversion of all of the Convertible Notes. Unless specifically stated otherwise, the information in this prospectus is as of March 30, 2026 and excludes: |
| ● | 40 ordinary shares issuable upon the exercise of three warrants with exercise prices in excess of $2,000,000 per ordinary share; |
| ● | 1,389 ordinary shares issuable upon the exercise of warrants issued to the placement agent, at an exercise price of $135 per ordinary share; |
| ● | 818,667 ordinary shares issuable upon the exercise of pre-funded warrants issued to S2MA Capital Limited, at an exercise price of $0.0001 per ordinary share; |
| ● | 8,400,494 ordinary shares issuable upon conversion of the outstanding Convertible Notes, assuming conversion at the floor price of $0.2432 per share; |
| ● | 1,750,000 ordinary shares issuable upon exercise of warrants issued to Alumni pursuant to the Note Purchase Agreement, assuming exercise at the floor price of $1.20 per share; |
| ● | 818,667 ordinary shares issuable upon the exercise of pre-funded warrants issued to S2MA Capital Limited, at an exercise price of $0.0001 per ordinary share; |
| ● | 142,890 ordinary shares issuable upon the exercise of Common B Warrant issued to Esousa Group Holdings LLC, at an exercise price of $48.12 per ordinary share; |
| ● | 522,012 ordinary shares issuable upon the exercise of pre-funded warrants issued to Esousa Group Holdings LLC, at an exercise price of $0.0001 per ordinary share; |
| ● | 1,222,494 ordinary shares issuable upon the exercise of Common A Warrant issued to Esousa Group Holdings LLC, at an exercise price of $5.62 per ordinary share; and |
| ● | 1,222,494 ordinary shares issuable upon the exercise of Common B Warrant issued to Esousa Group Holdings LLC, at an exercise price of $5.62 per ordinary share. |
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Investing in our securities involves a high degree of risk. Before deciding whether to purchase any of our securities, you should carefully consider the risks and uncertainties described below, in the section titled “Risk Factors” in our Annual Report on Form 20-F, and in other documents that we subsequently file with the SEC that update, supersede or supplement such information, which are incorporated by reference into this prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering. If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and we may not be able to achieve our goals, the value of our securities could decline and you could lose some or all of your investment. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks occur, the trading price of our ordinary shares could decline materially and you could lose all or part of your investment. If any of these risks actually occur, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above titled “Cautionary Note Regarding Forward-Looking Statements.”
Risks Related to this Offering
If we were deemed to be an investment company under the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business and the price of our ordinary shares.
An entity will generally be deemed an “investment company” under Section 3(a)(1) of the Investment Company Act of 1940, as amended (the “1940 Act”) if: (a) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, or (b) absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We believe that we are engaged primarily in the business of providing business and technology consulting services and not in the business of investing, reinvesting or trading in securities. We hold ourselves out as a business consulting firm and do not propose to engage primarily in the business of investing, reinvesting or trading in securities. In that respect, we do not believe that we fall within the definition of an “investment company” under the 1940 Act because substantially all of our revenue has come from consulting fees and other factors such as the history of the Company, how the Company has represented itself in the marketplace and the lack of investing expertise by almost all of senior management.
The 1940 Act and the rules thereunder contain detailed parameters for the organization and operation of investment companies. Among other things, the 1940 Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of options and impose certain governance requirements. We intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact business with affiliates, could make it impractical for us to continue our business as currently conducted and would have a material adverse effect on our business, financial condition, results of operations and the price of our ordinary shares. In addition, we may be required to limit the amount of investments that we make as a principal or otherwise conduct our business in a manner that does not subject us to the registration and other requirements on the 1940 Act.
In the event we are required to register as a broker-dealer, our business model could be harmed.
We do not believe our current business practices or operations require us to register as a broker-dealer under US federal and state laws. We restrict our activities and services so as to not be deemed a broker-dealer under US state and federal regulations. However, if we were deemed by a relevant authority to be acting as a broker-dealer, we could be subject to a variety of penalties, including fines and rescission offers and could be required to register as a broker-dealer, which would increase our costs, especially our compliance costs. If in those circumstances we decided not to register as a broker-dealer or act in association with a broker-dealer in our transactions, we may not be able to continue to operate under our current business model which could have a material adverse effect on our business and financial prospects.
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The issuance of ordinary shares upon conversion of the Convertible Notes will dilute the ownership interest of our existing shareholders and may depress the market price of our ordinary shares.
The issuance our ordinary shares upon conversion of the Notes will dilute the equity ownership of existing shareholders and could adversely affect the market price of our ordinary shares. In addition, the perception that such issuances may occur could cause the market price of our ordinary shares to decline. The resale of our ordinary shares by Alumni could cause the market price of our ordinary shares to drop significantly.
You may experience future dilution as a result of future equity offerings.
In order to raise additional capital, we may in the future offer additional shares of our ordinary shares or other securities convertible into or exchangeable for our ordinary shares. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our ordinary shares or other securities convertible into or exchangeable for our ordinary shares in future transactions may be higher or lower than the price per share in this offering.
The sale of our ordinary shares by Alumni could cause the market price of our ordinary shares to drop significantly.
This prospectus relates to the possible resale by Alumni of a significant number of ordinary shares. The resale of such shares in the public market, or the perception that such sales may occur, could materially and adversely affect the market price of our ordinary shares. Alumni may sell all, some, or none of their shares, and we do not know when or in what amount Alumni may sell their shares under this offering.
The conversion price of the Notes may be adjusted, which could increase the number of ordinary shares issuable and further dilute existing shareholders.
The Notes contain price adjustment provisions based on the market price of our common shares, future financings, and/or other events. If these adjustments are triggered, the number of ordinary shares issuable upon conversion or exercise could increase substantially, resulting in further dilution to our existing shareholders and potentially exerting additional downward pressure on our share price.
Exercise of the Note Warrants or ELOC Warrants may cause significant dilution to our stockholders.
We have issued the Note Warrants and ELOC Warrants to Alumni Capital, which are in aggregate exercisable for up to 10,150,494 ordinary shares. The issuance of ordinary shares upon the exercise of such warrants would dilute the percentage of ownership interest of holders of our ordinary shares, dilute the book value per share of our ordinary shares, and increase the number of our publicly traded shares, which could further depress the market price of our ordinary shares.
In addition, anytime we issue ordinary shares, the exercise price of the Note Warrants and the ELOC Warrants decreases, which then causes the number of ordinary shares underlying the ELOC Warrants and the Note Warrants increase which will cause even further dilution shareholders. The following examples demonstrate the dilutive effect of three exercises of the ELOC Warrant that occurred on July 9, 2025, July 16, 2025 and July 28, 2025 (share amounts and prices do not take into account the 1:30 reverse stock split that occurred on September 16, 2025 and the 1:60 reverse stock split that occurred on February 27, 2025).
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Example 1: July 9, 2025 Exercise Date
Ordinary Shares Outstanding at Exercise: 31,887,755
Remaining EW Exercise Value at Exercise: $21,800,000
Exercise Price: $0.4704 per share ($15,000,000/31,887,755)
Maximum Ordinary Shares Issuable on Exercise Date: Up to 46,343,537 (21,800,000/0.4704)
Ordinary Shares Exercised: 2,123,879
Exercise Value of Shares Exercised: $998,999.63
Exercise Price after Actual Exercise: $0.441 per share ($15,000,00/34,011634)
Exercise Price after Maxim Exercise: $0.1917 per share ($15,000,000/78,231,292)
The July 9, 2025 exercise of the ELOC Warrant caused an additional 2,123,879 ordinary shares to be issued causing significant dilution to existing shareholders. However, Alumni could have exercised the ELOC Warrant for up to 46,343,537 ordinary shares, which would have more than doubled the number of ordinary shares outstanding and caused extreme dilution to existing shareholders.
Example 2: July 16, 2025 Exercise Date
Ordinary Shares Outstanding at Exercise: 35,079,513
Remaining EW Exercise Value at Exercise: $20,801,000.37
Exercise Price: $0.4276 per share ($15,000,000/35,079,513)
Maximum Ordinary Shares Issuable on Exercise Date: Up to 48,645,930 (20,801,000/0.4276)
Ordinary Shares Exercised: 2,336,055
Exercise Value of Shares Exercised: $998,897.123
Exercise Price after Actual Exercise: $0.4001 per share ($15,000,00/37,415,568)
Exercise Price after Maxim Exercise: $0.1792 per share ($15,000,000/83,725,443)
The July16, 2025 exercise of the ELOC Warrant caused an additional 2,336,055 ordinary shares to be issued causing significant dilution to existing shareholders. However, Alumni could have exercised the ELOC Warrant for up to 48,645,930 ordinary shares, which would have more than doubled the number of ordinary shares outstanding and caused extreme dilution to existing shareholders. Additionally, the number of ordinary shares issuable for the July 16, 2025 exercise increased from 46,343,537 for the July 9, 2025 exercise to 48,645,930, which was due to the increase in shares outstanding (causing a decrease in the exercise price) and despite a decrease in the Remaining EW Exercise Value.
Example 3: July 28, 2025 Exercise Date
Ordinary Shares Outstanding at Exercise: 40,398,599
Remaining EW Exercise Value at Exercise: $19,802,103.25
Exercise Price: $0.3713 per share ($15,000,000/40,398,599)
Maximum Ordinary Shares Issuable on Exercise Date: Up to 53,331,887 (19,802,103/0.3713)
Ordinary Shares Exercised: 2,690,306
Exercise Value of Shares Exercised: $998,910.61
Exercise Price after Actual Exercise: $0.3481 per share ($15,000,00/43,088,905)
Exercise Price after Maxim Exercise: $0.1792 per share ($15,000,000/93,730,486)
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The July 28, 2025 exercise of the ELOC Warrant caused an additional 2,690,306 ordinary shares to be issued causing significant dilution to existing shareholders. However, Alumni could have exercised the ELOC Warrant for up to 53,331,887 ordinary shares, which would have more than doubled the number of ordinary shares outstanding and caused extreme dilution to existing shareholders. Additionally, the number of ordinary shares issuable for the July 28, 2025 exercise increased from 48,645,930 for the July 9, 2025 exercise to 53,331,887, which was due to the increase in shares outstanding (causing a decrease in the exercise price) and despite a decrease in the Remaining EW Exercise Value.
We may be or become a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders.
The rules governing passive foreign investment companies (“PFICs”) can have adverse effects for U.S. federal income tax purposes. The tests for determining PFIC status for a taxable year depend upon the relative values of certain categories of assets and the relative amounts of certain kinds of income. The determination of whether we are a PFIC, which must be made annually after the close of each taxable year, depends on the particular facts and circumstances (such as the valuation of our assets, including goodwill and other intangible assets) and may also be affected by the application of the PFIC rules, which are subject to differing interpretations. The fair market value of our assets is expected to relate, in part, to (a) the market price of our ordinary shares and (b) the composition of our income and assets, which will be affected by how, and how quickly, we spend any cash that is raised in any financing transaction. Moreover, our ability to earn specific types of income that we currently treat as non-passive for purposes of the PFIC rules is uncertain with respect to future years. Because the value of our assets for the purpose of determining PFIC status will depend in part on the market price of our ordinary shares, which may fluctuate significantly. We do not expect to be a PFIC for our current taxable year or in the foreseeable future. However, there can be no assurance that we will not be considered a PFIC for any taxable year.
If we are a PFIC, a U.S. Holder (as defined below) would be subject to adverse U.S. federal income tax consequences, such as ineligibility for any preferred tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements under U.S. federal income tax laws and regulations. A U.S. Holder may in certain circumstances mitigate adverse tax consequences of the PFIC rules by filing an election to treat the PFIC as a qualified electing fund (“QEF”) or, if shares of the PFIC are “marketable stock” for purposes of the PFIC rules, by making a mark-to-market election with respect to the shares of the PFIC. We do not intend to comply with the reporting requirements necessary to permit U.S. Holders to elect to treat us as a QEF. If a U.S. Holder makes a mark-to-market election with respect to its ordinary shares, the U.S. Holder is in its U.S. federal taxable income an amount reflecting any year end increase in the value of its ordinary shares. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of ordinary shares that is for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust (a) if a court within the U.S. can exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of the substantial decisions of that trust, or (b) that was in existence on August 20, 1996, and validly elected under applicable Treasury Regulations to continue to be treated as a domestic trust.
Investors should consult their own legal and tax advisors regarding all aspects of the application of the PFIC rules to ordinary shares.
If tax authorities were to successfully challenge our transfer pricing, there could be an increase in our overall tax liability, which could adversely affect our financial condition, results of operations and cash flows. In addition, the tax laws in the jurisdictions in which we operate are subject to differing interpretations. Tax authorities may challenge our tax positions, and if successful, such challenges could increase our overall tax liability. In addition, the tax laws in the jurisdiction in which we operate are subject to change. We cannot predict the timing or content of such potential changes, and such changes could increase our overall tax liability, which could adversely affect our financial condition, results of operations and cash flows.
IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF THE COMPANY’S SECURITIES.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical facts contained in this prospectus and the documents incorporated by reference herein, including statements regarding our future results of operations and financial position, business strategy, research and development plans, the anticipated timing, costs, design and conduct of our ongoing and planned research and development for our products and services, our ability to commercialize our products, the impact of global geopolitical events, such as the ongoing conflict between Russia and Ukraine and the Middle East conflicts, on our business, the potential benefits of strategic agreements and our intent to enter into any strategic arrangements, the timing and likelihood of success, plans and objectives of management for future operations, and future results of anticipated product development efforts, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. This prospectus and the documents incorporated by reference herein also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus and the documents incorporated by reference herein are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions, which we discuss in greater detail in the documents incorporated by reference herein, including under the heading “Risk Factors” and elsewhere in this prospectus. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this prospectus or the documents incorporated by reference herein, whether as a result of any new information, future events, changed circumstances or otherwise. For all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
We will not receive any proceeds from the sale of the Shares by Alumni. However, to the extent that Alumni (i) converts any Convertible Note into Shares, the debt represented by such Convertible Note will be extinguished, in whole or in part or (ii) exercises the outstanding Note Warrants or ELOC Warrants, we will receive the proceeds from the exercise price of such exercises.
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The Shares being offered by the Selling Shareholder are those held by or issuable to the Selling Shareholder pursuant to the Convertible Notes or the Note Warrants. For additional information regarding the issuances of Convertible Notes, the issuance of ordinary shares pursuant to the conversion of the Convertible Notes and the issuance of the Note Warrants, see “Convertible Notes Transaction.” We are registering the ordinary shares in order to permit the Selling Shareholder to offer the Shares for resale from time to time. Except for the ownership of the Convertible Notes, the Note Warrants, any outstanding Shares and the Securities issued to Alumni pursuant to the ELOC, the Selling Shareholder has not had any material relationship with us within the past three years.
The table below lists the Selling Shareholder and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of ordinary shares held by the Selling Shareholder. The second column lists the number of ordinary shares beneficially owned by the Selling Shareholder, based on its respective ownership of Tranche 4 Note and the Note Warrants.
The third column lists the ordinary shares being offered by this prospectus by the Selling Shareholder and does not take in account any limitations on exercise of the Tranche 4 Note or the Note Warrants set forth therein.
In accordance with the terms of a registration rights agreement with the Selling Shareholder, this prospectus generally covers the resale of the maximum number of ordinary shares issued or issuable under the Convertible Notes and the Note Warrants as if it was exercised in full (without regard to any limitations on conversion contained therein solely for the purpose of such calculation). Because the number of ordinary shares underlying the Tranche 4 Note and the Note Warrants may be adjusted, the number of ordinary shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the ordinary shares offered by the Selling Shareholder pursuant to this prospectus.
Under the terms of the Tranche 4 Note and the Note Warrants, the Selling Shareholder may convert or exercise, as applicable to the extent (but only to the extent) the Selling Shareholder or any of its affiliates would beneficially own a number of ordinary shares which would exceed 9.99% of the ordinary shares of the Company. The number of ordinary shares in the second column does not reflect these limitations. The Selling Shareholders may sell all, some, or none of their ordinary shares in this offering. See “Plan of Distribution”.
| Selling Shareholder | Ordinary Shares Beneficially Owned Prior to Offering | Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus | Number of Ordinary Shares Owned After the Offering | Percentage Ownership After Offering | ||||||||||||
| Alumni Capital LP (1) | 9,386,665 | (2) | 10,515,886 | (2) | 619,425 | (3) | 4.4 | % | ||||||||
| (1) | The securities are directly held by the Selling Shareholder, whose address is 601 Brickell Key Dr Suite 700 Miami, FL 33130. Ashkan Mapar, General Partner of Alumni Capital GP LLC and the General Partner of the Selling Shareholder has voting control over the Selling Shareholder Shares. |
| (2) | Consists of up to 8,400,493 ordinary shares issuable upon conversion of the outstanding Tranche 4 Note, 619,425 ordinary shares issuable upon exercise of ELOC Warrants and 513,713 ordinary shares issuable upon exercise of Note Warrants. |
| (3) | Consists of up to 619,425 ordinary shares issuable upon exercise of ELOC Warrants. |
On June 6, 2023, we declared a first single tier interim dividend of $0.01 per ordinary share. The dividend was paid out on July 31, 2023, to the shareholders whose names were on the record at the close of business on July 3, 2023. On July 31, 2023, we paid out dividends in the amount of $104,557.28 to our shareholders. While we paid dividends in 2023, we did not do so in the fiscal years ended December 31, 2024 and 2025.
Our Board shall have the sole discretion on the annual amount of dividend to be paid to the shareholders.
Any future determination relating to our dividend policy will be made at the discretion of our Board and will depend on then existing conditions. Under BVI law, the directors of the company can approve a distribution at any time and of such amount as they think fit, provided that the resolution of directors authorizing the distribution must include a Solvency Statement that, in the opinion of the directors, the company will, immediately after the distribution, satisfy the solvency test set out in the BVI Business Companies Act, 2004, being that:
| i. | the value of the company’s assets exceeds its liabilities; and |
| ii. | the company is able to pay its debts as they fall due. |
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On August 13, 2025, the Company entered into a Securities Purchase Agreement with Alumni, pursuant to which the Company agreed to issue and sell, and Alumni agreed to purchase, in multiple tranches, Convertible Notes having an aggregate principal amount of up to $61,200,000 and warrants to purchase up to 7,650,000 ordinary shares. The Convertible Notes will be issued with approximately 16.67% original issue discount for a maximum amount of gross proceeds of $51,000,000.
For each tranche of Convertible Notes issued, Alumni will be or has been issued warrants (the “Note Warrants”) to purchase the Company’s ordinary shares in an amount equal to 15% of the purchase price of such tranche of Convertible Notes. Note Warrants are or will be exercisable at an exercise price per share (the “NW Exercise Price”) equal to the greater of (i) $1.20 and (ii) the quotient of (A) $30,000,000, divided by (B) the number of ordinary shares issued and outstanding as of the date of exercise, subject to adjustment. The number of ordinary shares issuable on any exercise date for a Note Warrant equals (i) 15% of the applicable Convertible Note less the Exercise Value (as defined below) of all previous partial exercises divided by (ii) the Exercise Price. The “Exercise Value” for any exercise of a Note Warrant equals the number of ordinary shares issuable with respect to such exercise multiplied by the NW Exercise Price. The outstanding Convertible Notes will be issued with approximately 16.67% original issue discount for a maximum amount of gross proceeds of $51,000,000. For each tranche of Convertible Notes issued, Alumni will be issued warrants (the “Note Warrants”) to purchase the Company’s ordinary shares in an amount equal to 15% of the purchase price of such tranche of Convertible Notes.
On August 13, 2025, Alumni purchased the Tranche 1 Note and a Note Warrant to purchase up to $375,000 of ordinary shares for a combined purchase price of $2,500,000. On August 27, 2025, Alumni purchased the Tranche 2 Note and a Note Warrant to purchase up to $525,000 of ordinary shares for a combined purchase price of $3,500,000.
Until August 13, 2027, Alumni has the option to purchase up to $54,000,000 of additional Convertible Notes and Note Warrants to purchase up to $6,750,000 of the Company’s ordinary shares for a combined purchase price of up to $45,000,000. Any issued Note Warrants are or will be exercisable at an exercise price per share equal to the greater of (i) $1.20 and (ii) the quotient of (A) $30,000,000, divided by (B) the number of ordinary shares issued and outstanding as of the date of exercise, subject to adjustment.
On each of October 14 and November 20, 2025, Alumni exercised this option and purchased the Tranche 3 Note and a Note Warrant to purchase up to $600,000 of ordinary shares and the Tranche 4 Note and a Note Warrant to purchase up to $600,000 of ordinary shares, in each case for a purchase price of $4,000,000 per tranche. There have not been any exercises of the Note Warrants.
The conversion price for the Convertible Notes is equal to the greater of (A) the Floor Price, as defined in the applicable Convertible Note, and (B) the lower of (I) the quotient of (x) $50,000,000, divided by (y) the number of Shares outstanding immediately preceding the delivery of the applicable conversion notice (treating for this purpose as outstanding all Shares issuable upon exercise of options outstanding immediately preceding the delivery or deemed delivery of the applicable conversion notice or upon conversion or exchange of convertible securities (including the Convertible Notes) outstanding (assuming exercise of any outstanding options therefor) immediately preceding the delivery or deemed delivery of the applicable conversion notice), and (II) ninety percent (90%) of the lowest VWAP of the ordinary shares during the ten (10) consecutive trading days immediately preceding the delivery or deemed delivery of the applicable conversion notice.
In connection with the initial closing, the Company also entered into a Registration Rights Agreement with Alumni, pursuant to which the Company agreed, upon written demand from Alumni, to file and maintain an effective registration statement with respect to the resale of the ordinary shares issuable upon conversion of the Convertible Notes and exercise of the warrants held by Alumni Capital.
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Pursuant to this prospectus, we are offering up to (i) 10,515,886 Shares that may be sold and issued by us directly to Alumni Capital from time to time pursuant to the terms of the Convertible Notes, the Note Warrants, and the Securities Purchase Agreement.
The Shares that we may from time to time issue to Alumni Capital may be subsequently sold or distributed from time to time by Alumni directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. Any resale of the Shares could be effected in one or more of the following methods:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately negotiated transactions; |
| ● | in transactions through broker-dealers that agree with Alumni Capital to sell a specified number of such securities at a stipulated price per security; |
| ● | through the writing or settlement of options, whether through an options exchange or otherwise; |
| ● | a combination of any such methods of sale; or |
| ● | any other method permitted pursuant to applicable law. |
In order to comply with the securities laws of certain states, if applicable, the Shares may be sold through registered or licensed brokers or dealers. In addition, in certain states, the Shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.
Alumni may engage underwriters, broker-dealers or agents who may receive commissions or discounts from Alumni in amounts to be negotiated. Any underwriters, agents or broker-dealers that participate in the sale of the ordinary shares or interests therein may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Alumni may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.
The transfer agent and registrar for our ordinary shares is VStock LLC, 18 Lafayette Place, Woodmere, NY 11598. Their telephone number is (212) 828-8436.
Our ordinary shares are listed on The Nasdaq Capital Market under the symbol “VCIG.”
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The validity of the issuance of the securities offered hereby will be passed upon for us by Carey Olsen (BVI) L.P.
WWC, P.C., our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 20-F for the year ended December 31, 2024, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement of which this prospectus forms a part. Our consolidated financial statements are incorporated by reference in reliance on WWC, P.C.’s report for the consolidated financial statements for the fiscal year ended December 31, 2024 given on its authority as expert in accounting and auditing.
EXPENSES
The following are the estimated expenses of this offering payable by us related to the filing of the registration statement of which this prospectus forms a part. With the exception of the SEC registration fee, all amounts are estimates and may change:
| SEC registration fee | $ | 2,062.19 | ||
| Accounting fees and expenses | $ | 8,000.00 | ||
| Miscellaneous | $ | 785.33 | ||
| Total | $ | 10,847.52 |
WHERE YOU CAN FIND MORE INFORMATION
As permitted by SEC rules, this prospectus omits certain information and exhibits that are included in the registration statement of which this prospectus forms a part. Since this prospectus may not contain all of the information that you may find important, you should review the full text of these documents. If we have filed a contract, agreement, or other document as an exhibit to the registration statement of which this prospectus forms a part, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement in this prospectus, including statements incorporated by reference as discussed above, regarding a contract, agreement, or other document is qualified in its entirety by reference to the actual document.
We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected over the Internet on the SEC’s website at www.sec.gov.
As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic or current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. The information incorporated by reference into this prospectus is deemed to be part of this prospectus, and any information filed with the SEC after the date of this prospectus will automatically be deemed to update and supersede information contained in this prospectus.
The following documents previously filed with the SEC are incorporated by reference in this prospectus:
| ● | our Annual Report on Form 20-F for the year ended December 31, 2024, filed on May 13, 2025; |
| ● | our reports of foreign private issuer on Form 6-K, filed on January 7, 2025, January 8, 2025, January 13, 2025, January 22, 2025, January 23, 2025, February 18, 2025, February 20, 2025, March 17, 2025, April 3, 2025, April 21, 2025, May 8, 2025, June 27, 2025, July 8, 2025, July 21, 2025, August 5, 2025, August 14, 2025 and September 12, 2025, October 7, 2025, October 30, 2025, October 31, 2025, November 12, 2025, November 12, 2025, November 19, 2025, November 21, 2025, December 11, 2025, January 23, 2026, January 26, 2026, February 11, 2026, February 18, 2026, February 25, 2026, March 3, 2026, March 9, 2026 and March 17, 2026; |
| ● | the description of our ordinary shares which is registered under Section 12 of the Exchange Act, in our Registration Statement on Form 8-A, filed on March 31, 2023 |
All filings filed by us pursuant to the Exchange Act after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.
We also incorporate by reference all additional documents that we file with the Securities and Exchange Commission under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the date of the initial registration statement but prior to effectiveness of the registration statement and after the date of this prospectus but prior to the termination of the offering of the securities covered by this prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with Securities and Exchange Commission rules.
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus is accurate only as of the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.
Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes that statement. The modifying or superseding statement need not state it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request, and we will provide you with a copy of these filings, at no cost, by calling us or by writing to us at the following address:
Suite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange,
55188 Kuala Lumpur, Malaysia
+603 7717 3089
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10,515,886 Ordinary Shares
VCI Global Limited
PROSPECTUS
March [*], 2026
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 8. Indemnification of Directors and Officers
BVI law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the BVI High Court to be contrary to public policy (e.g. for purporting to provide indemnification against the consequences of committing a crime). An indemnity will be void and of no effect and will not apply to a person unless the person acted honestly and in good faith and in what he believed to be in the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. Our amended and restated memorandum and articles of association provide for the indemnification of our directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud of such directors. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our post-offering amended and restated memorandum and articles of association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 9. Exhibits
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| * | If applicable, to be filed by amendment or by a report filed under the Exchange Act and incorporated herein by reference. |
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Item 10. Undertakings.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b).
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-K if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. |
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| (5) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
| (6) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Kuala Lumpur, Malaysia on March 30, 2026.
| VCI GLOBAL LIMITED | ||
| By: | /s/ Victor Hoo | |
| Victor Hoo | ||
| Chairman and Chief Executive Officer | ||
The undersigned officers and directors of VCI Global Limited hereby constitute and appoint Victor Hoo with full power of substitution, our true and lawful attorney-in-fact and agent to take any actions to enable the Company to comply with the Securities Act, and any rules, regulations and requirements of the SEC, in connection with this registration statement on Form F-3, including the power and authority to sign for us in our names in the capacities indicated below any and all further amendments to this registration statement and any other registration statement filed pursuant to the provisions of Rule 462 under the Securities Act.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Position | Date | ||
| /s/ Victor Hoo | Chairman and Chief Executive Officer | March 30, 2026 | ||
| Victor Hoo | (Principal Executive Officer) | |||
| /s/ Ang Zhi Feng | Chief Financial Officer | March 30, 2026 | ||
| Ang Zhi Feng | (Principal Financial and Accounting Officer) | |||
| /s/ Audrey Liu Ser Wei | Chief of Corporate Affairs | March 30, 2026 | ||
| Audrey Liu Ser Wei | ||||
| /s/ Karen Liew Soo Hua | Executive Director | March 30, 2026 | ||
| Karen Liew Soo Hua | ||||
| /s/ Michael Puah | Director | March 30, 2026 | ||
| Michael Puah | ||||
| /s/ Zoe Yong Goon Wey | Director | March 30, 2026 | ||
| Zoe Yong Goon Wey | ||||
| /s/ Lee Tze Wee | Director | March 30, 2026 | ||
| Lee Tze Wee | ||||
| /s/ Steve Ng Mun Huat | Director | March 30, 2026 | ||
| Steve Ng Mun Huat |
II-6
Exhibit 5.1
30 March 2026
VCI Global Limited
B03-C-8 Menara 3A
KL Eco City, No. 3 Jalan Bangsar
59200 Kuala Lumpur
Dear Sir / Madam
Re: VCI Global Limited (the “Company”)
We are lawyers qualified to practise in the British Virgin Islands and have acted as British Virgin Islands legal counsel to the Company. We have been asked to issue this legal opinion in connection with the filing of a registration statement on Form F-3 with the U.S. Securities and Exchange Commission (the “Commission”) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”) relating to the resale of ordinary shares issued to Alumni Capital LP upon the conversion of convertible notes and exercise of warrants.
The Registration Statement relates to the offer and resale of up to 8,765,886 Ordinary Shares (the “Note Shares”) issued upon the conversion of convertible notes (the “Convertible Notes”) and up to 1,750,000 Ordinary Shares (the “Warrant Shares” and together with the Note Shares, the “Shares”) issued upon the exercise of warrants (the ‘‘Alumni Warrants’’ together the ‘‘Alumni Securities’’) in multiple tranches to Alumni Capital LP (“Alumni”) as agreed under the securities purchase agreement between the Company and Alumni dated 13 August 2025 (the “Securities Purchase Agreement”). The Alumni Securities were issued pursuant to the Securities Purchase Agreement.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm under the heading “Legal Matters” in the Prospectus. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder.
| 1. | SCOPE OF OPINION |
This Opinion is given only on the laws of the British Virgin Islands in force at the date hereof and is based solely on matters of fact known to us at the date hereof. We have not investigated the laws or regulations of any jurisdiction other than the British Virgin Islands (collectively, “Foreign Laws”). We express no opinion as to matters of fact or, unless expressly stated otherwise, the veracity of any representations or warranties given in or in connection with any of the documents set out in Schedule 1.
| 2. | documents reviewed and ENQUIRIES made |
In giving this Opinion, we have undertaken the Searches and reviewed originals, copies, drafts, conformed copies, certified copies or notarised copies of the documents set out in Schedule 1.
| 3. | ASSUMPTIONS AND QUALIFICATIONS |
This Opinion is given on the basis that the assumptions set out in Schedule 2 (which we have not independently investigated or verified) are true, complete and accurate in all respects. In addition, this Opinion is subject to the qualifications set out in Schedule 3.
| 4. | Opinions |
Having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 4.1 | The Shares and Alumni Securities |
| (a) | The Shares, issued or to be issued pursuant to the terms of the applicable Alumni Securities and the Alumni Securities issued by the Company pursuant to the terms of the Securities Purchase Agreements, have been duly authorised for issuance and when: |
| (i) | the board of directors of the Company has taken all necessary corporate action to approve the issue thereof, the terms of the offering thereof and related matters; |
| (ii) | it has been duly authorised and validly executed and delivered by the Company, |
| (iii) | If applicable, the issue of such Shares and Alumni Securities have been recorded in the Company’s register of members; and |
| (iv) | If applicable, the subscription price of such Shares have been fully paid in cash or other consideration approved by the board of directors of the Company, the Shares will be duly authorised, validly issued, fully-paid and non-assessable, and free of any pre-emptive or similar rights. As a matter of British Virgin Islands law, a share is only issued when it has been entered in the register of members, |
the Shares and Alumni Securities will be duly authorised, legal and binding obligations of the Company.
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| (b) | The Board Resolutions authorise and approve the issue of the Shares and Alumni Securities for the purposes of paragraph (a) above. |
| 5. | RELIANCE |
| 5.1 | Except as specifically referred to in this Opinion we have not examined, and give no opinion on, any contracts, instruments or other documents (whether or not referred to in, or contemplated by, the Documents). We do not give any opinion on the commercial merits of any transaction contemplated or entered into under or pursuant to the Documents. |
| 5.2 | This Opinion (and any obligations arising out of or in connection with it) is given on the basis that it shall be governed by and construed in accordance with the laws of the British Virgin Islands. By relying on the opinions set out in this Opinion the addressee(s) hereby irrevocably agree(s) that the courts of the British Virgin Islands are to have exclusive jurisdiction to settle any disputes which may arise in connection with this Opinion. |
| 5.3 | We assume no responsibility to advise any person entitled to rely on this Opinion, or to undertake any investigations, as to any change in British Virgin Islands law (or its application) or factual matters arising after the date of this Opinion, which might affect the opinions set out herein. |
| 5.4 | This opinion deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion. |
| 5.5 | This opinion is issued solely in connection with the Registration Statement and Prospectus and the offering of the Alumni Securities by the Company and is not to be relied upon in respect of any other matter. |
Yours faithfully
Carey Olsen
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Schedule 1
Documents Reviewed and ENQUIRIES made
For the purpose of this Opinion, we have reviewed originals, copies, drafts or conformed copies of the following documents:
| A. | CORPORATE DOCUMENTS |
| 1. | The certificate of incorporation of the Company obtained by us pursuant to the Company Searches. |
| 2. | The memorandum and articles of association of the Company (the “Memorandum and Articles”) obtained by us pursuant to the Company Searches. |
| 3. | A certificate of good standing relating to the Company issued by the Registrar, dated 5 March 2026 (the “Certificate of Good Standing”). |
| 4. | A certificate of incumbency dated [31 March 2026] (the “Certificate”) issued by the Registered Agent. |
| 5. | The board resolutions of the Company duly executed and dated 6 August 2025 (the “Board Resolutions”). |
| B. | SEARCHES AND ENQUIRIES |
The information revealed by our search of the Company’s public records on file and available for public inspection from the Registrar at the time of our search on [31 March 2026](the “Company Searches”), including all relevant forms and charges (if any) created by the Company and filed with the Registrar pursuant to section 163 of the BVI Business Companies Act (the “Act”).
The public information revealed by our search of the Company on the electronic records of the Civil Division and the Commercial Division of the Registry of the High Court and the Court of Appeal (Virgin Islands) Register, each from 1 January 2000, as maintained on the Judicial Enforcement Management System by the Registry of the High Court of the Virgin Islands, conducted on [31 March 2026] (the “High Court Search” and together with the Company Search, the “Searches”).
| C. | DOCUMENTS |
| 1. | A copy of the Registration Statement. |
| 2. | Duly executed copy of the Securities Purchase Agreement. |
The documents listed in paragraph C of this Schedule are together, the “Documents”.
| D. | SCOPE |
The documents listed in this Schedule are the only documents and/or records we have examined and the only searches and enquiries we have carried out for the purposes of this Opinion.
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SCHEDULE 2
Assumptions
We have assumed:
| (a) | the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; |
| (b) | that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; |
| (c) | the accuracy and completeness of all factual representations made in the Registration Statement and the Documents reviewed by us; |
| (d) | that the public records of the Company we have examined are accurate and that the information disclosed by the Searches is true and complete. |
| (e) | that the Resolutions were signed by all or a majority of the directors, as the case may be, in the manner prescribed in the Company’s articles of association, remain in full force and effect and have not been rescinded or amended; |
| (f) | that there is no provision of the law of any jurisdiction, other than the British Virgin Islands, which would have any implication in relation to the opinions expressed herein; |
| (g) | that upon issue of any shares to be sold by the Company, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; |
| (h) | the Company’s issuance of any Ordinary Shares is or will be in compliance with its Memorandum and Articles; |
| (i) | that Memorandum and Articles will not be amended in any manner that would affect the opinions set forth herein; |
| (j) | that the Registration Statement has been declared effective by the Commission prior to, or concurrent with, the sale of the Take-Down Shares pursuant to the Registration Statement; |
| (k) | the Registration Statement and the transactions contemplated thereunder complies with the requirements of the applicable rules of the Nasdaq Capital Market and the Securities Act; |
| (l) | the capacity, power and authority of each of the parties to the Documents, as the case may be, other than the Company, to enter into and perform its respective obligations thereunder; |
| (m) | the due execution and delivery of the Documents by each of the parties thereto, other than the Company, and the physical delivery thereof by the Company with an intention to be bound thereby; |
| (n) | the validity and binding effect under the laws of such jurisdiction (the “Foreign Laws”) of the Documents in accordance with its terms; |
| (o) | the validity and binding effect under the Documents of the submission by the Company to the exclusive jurisdiction of the relevant state and federal courts of the United States of America (the “Foreign Courts”); |
| (p) | no invitation has been or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any shares of the Company; |
| (q) | that on the date of entering into the Documents the Company is, and after entering into the Documents the Company is and will be able to, pay its liabilities as they become due; and |
| (r) | none of the parties to the Documents is carrying on unauthorised financial services business for the purposes of the Financial Services Commission Act of the British Virgin Islands, and |
| (s) | that the contents of the Registered Agent’s Certificate are true and correct as of the date hereof. |
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SCHEDULE 3
qualifications
| 1. | The obligations under the Documents will not necessarily be legal, valid, binding or enforceable in all circumstances and this Opinion is not to be taken to imply that each obligation would necessarily be capable of enforcement or be enforced in all circumstances in accordance with its terms. In particular, but without limitation: |
| (a) | the binding effect, validity and enforceability of obligations may be limited by laws relating to bankruptcy, insolvency, moratorium, liquidation, dissolution, re-organisation and other laws of general application relating to, or affecting the rights of, creditors; |
| (b) | enforcement may be limited by general principles of equity (for example, equitable remedies such as specific performance or the issuing of an injunction are available only at the discretion of the court and may not be available where damages are considered to be an adequate alternative and we therefore express no opinion on whether such remedies will be granted if sought); |
| (c) | claims may be or become barred under the laws relating to the prescription and limitation of actions or may become subject to the general doctrine of estoppel or waiver in relation to representations, acts or omissions of any relevant party or may become subject to defences of set-off or counterclaim; |
| (d) | where obligations are to be performed in a jurisdiction outside the British Virgin Islands, they may not be enforceable in the British Virgin Islands to the extent that performance would be illegal under the laws of that jurisdiction; |
| (e) | the courts of the British Virgin Islands have jurisdiction to give judgment in the currency of the relevant obligation; |
| (f) | obligations to make payments that may be regarded as penalties will not be enforceable; |
| (g) | a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power; |
| (h) | there exists doubt as to enforceability of any provision whereby the Company covenants not to exercise powers specifically given to its Members by the Act; |
| (i) | the enforcement of contractual obligations may be limited by the provisions of British Virgin Islands law applicable to agreements or contracts held to have been frustrated by events happening after the relevant agreement or contract was entered into; |
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| (j) | the enforcement of obligations may be invalidated or vitiated by reason of fraud, duress, undue influence, mistake, illegality or misrepresentation; |
| (k) | the courts of the British Virgin Islands may: |
| (i) | refuse to enforce a provision that amounts to an indemnity in respect of the costs of enforcement or of unsuccessful proceedings brought in the British Virgin Islands where such courts have already made an order to that effect; |
| (ii) | decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Documents in matters where they determine that such proceedings may be tried in a more appropriate forum; and/or |
| (iii) | find that a hybrid dispute resolution clause, though generally recognised under British Virgin Islands law, is unenforceable on the grounds, amongst others, that it confers concurrent jurisdiction on an arbitral tribunal and the courts of the British Virgin Islands; |
| (l) | provisions that purport to require parties to reach agreement in the future may be unenforceable for lack of certainty; |
| (m) | an agreement made by a person in the course of carrying on unauthorised financial services business is unenforceable against the other party to the agreement under section 50F of the Financial Services Commission Act, 2001; |
| (n) | where the courts of the British Virgin Islands determine that a contractual term may be interpreted in more than one manner the courts may employ the one that is deemed to be most consistent with business and common sense; |
| (o) | it is possible that a judgment (in the British Virgin Islands or elsewhere) relating to a particular agreement or instrument would be held to supersede the terms of such agreement or instrument with the effect that, notwithstanding any express term to the contrary in such agreement or instrument, such terms would cease to be binding; and |
| (p) | there is a presumption that the courts of the British Virgin Islands will give effect to an exclusive jurisdiction clause in an agreement and upon application, may stay proceedings brought in the British Virgin Islands or grant an anti-suit injunction against a party that commences proceedings elsewhere where such proceedings are in breach of the exclusive jurisdiction clause, unless a party can satisfy the courts of the British Virgin Islands that it would be just and equitable to depart from that presumption (for example, not to do so would deprive one party of access to justice). |
| 2. | To maintain the Company in good standing under the laws of the British Virgin Islands, the Company must inter alia pay annual filing fees to the Registrar, comply with its economic substance requirements and obligations under the Virgin Islands Economic Substance (Companies and Limited Partnerships) Act, 2018 and file a copy of its register of directors with the Registrar. |
| 3. | We make no comment on references to any Foreign Laws or to any representations or warranties made in any agreement or document. |
| 4. | We express no view as to the commercial terms of the Documents or whether such terms represent the intentions of the parties and make no comment with regard to the representations that may be made by the Company. |
| 5. | We offer no opinion as to whether the acceptance of, or the execution or performance of, the Company’s obligations under the Documents will or may result in the breach or infringement of any other deed, contract or document entered into by, or binding upon, the Company (other than the Memorandum and Articles). |
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Exhibit 10.43
Dated 19 August 2025
between
VCI GLOBAL LIMITED
(Company No: 2035574)
(“VCIG”)
And
BETTERVERSE VENTURE LIMITED
(Company No:)
(“BETTERVERSE”)
JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (this “Agreement”) is made on
Between
VCI GLOBAL LIMITED (Company No: 2035574), a company incorporated in British Virgin Islands and having its business address at (“VCIG”) of the first part;
and
BETTERVERSE VENTURE LIMITED (Company No: 2082368), a company incorporated in and having its registered address at (“Betterverse”) of the second part.
VCIG and Betterverse are collectively referred to as the “Parties” and individually as a “Party”.
Whereas:
| (A) | VCI Global Limited is a Nasdaq listed corporation, focusing on AI development. |
| (B) | Betterverse is a strategic bitcoin whale holding approximately 18,000 BTC. |
| (C) | VCIG and Betterverse are now desirous of working together via the JV Company (as defined below), where the Parties aim to grow the JV Company for the purpose of developing, marketing, and commercializing Real-World Asset (RWA) products and encrypted storage infrastructure solutions (hereinafter referred to as the “Joint Venture”). |
| (D) | The Parties have therefore agreed to enter into this Agreement to regulate their respective rights and obligations in relation to the Joint Venture. |
It is agreed as follows:
| 1. | Definitions and Interpretation |
| 1.1. | In this Agreement, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings respectively ascribed to them: |
“Agreement” means this Joint Venture Agreement;
“Applicable Buyout Price” means the lower of: (a) the fair market value of the defaulting Party’s equity in the JV Company; or (b) the total cash investment of the defaulting Party in the JV Company and the agreed value of the property contributed by the defaulting Party to the JV Company as of the date of default.
This Applicable Buyout Price shall be reduced by the aggregate amount of any outstanding debts of the defaulting non-terminating Party to the JV Company and also by all damages caused to the JV Company by the default of the defaulting Party. Fair market value shall be determined by an independent third party valuer to be jointly appointed by the parties to value the Shares based on established market computations or valuations for like or similar companies as between a willing seller and a willing buyer.
“Board” shall have the meaning ascribed to it in Clause 8.1.1;
“Board Meeting” means a meeting of the Board;
“BTC” means Bitcoin, the native cryptocurrency of the Bitcoin blockchain, recognized as a digital store of value and medium of exchange.
1
“Business Day” means a day on which banks are open for business in Hong Kong, New York/USA, Selangor and Kuala Lumpur, Malaysia, but excluding 24 December and 31 December;
“Encumbrances” means (a) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including any right granted by a transaction that, in legal terms, is not the grant of security but that has an economic or financial effect similar to the creation of a security that is legally enforceable under applicable Laws, any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favor of any Person and (b) any adverse claim as to title, possession or use;
“General Meeting” means a meeting of the Shareholders;
“Governmental Authority” means any relevant governmental or quasi-governmental authority, statutory authority or quasi-statutory or regulatory authority, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or stock exchange or taxing authority or anybody entitled to exercise executive power or power of any nature or body or other organisation to the extent that the rules, regulations, standards, requirements, procedures or orders of such authority, body or other organisation have the force of Law;
“Joint Venture” shall have the meaning ascribed to it in Recital (C);
“JV Company” shall have the meaning ascribed to it in Clause 4.1.1;
“Laws” shall mean and include all applicable statutes, enactments, acts of legislature or Parliament, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Governmental Authority, tribunal, board or court of competent jurisdiction;
“Person” means any individual, firm, corporation, joint venture, enterprise, partnership, trust, unincorporated association, limited liability company, government (or agency or political subdivision thereof), or other entity of any kind, whether or not having separate legal personality;
“RWA” means the Real-World Asset being tangible or intangible assets that exist outside of the blockchain (including, without limitation, real estate, commodities, bonds, and receivables) and which are tokenized or otherwise digitally represented on-chain for investment, trading, or financing purposes.
“Secretary” means the registered agent of the JV Company for the time being;
“Shareholders” means the Parties and/or any person holding Shares and is registered as a member in the JV Company’s register of members;
“Shares” means the shares in the capital of the JV Company;
“Tax” means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies, whenever and wherever imposed (whether imposed by way of withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating thereto;
“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Tax or responsible for the administration and/or collection of Tax or enforcement of any Law in relation to Tax; and
“Term” shall have the meaning as ascribed to it in Clause 13.1.
2
| 1.2. | Unless the context otherwise requires, in this Agreement: |
| 1.2.1. | any reference to a statute or statutory provision is a reference to it as it is in force from time to time, taking account of any change, extension, consolidation or re-enactment and includes any subordinate legislation for the time being in force made under it; |
| 1.2.2. | any and all headings contained in this Agreement are for convenience only and do not affect the interpretation of any provision of this Agreement; |
| 1.2.3. | references to any gender shall include the other genders and references to the singular shall include the plural and vice versa and references to natural persons shall include bodies corporate and vice versa; |
| 1.2.4. | any reference to a person which for the purposes of this Agreement means any individual, corporation, partnership, association, limited liability company, trust, Governmental Authority or body or other entity or organisation (whether or not having a separate legal personality) shall include its successors in title; |
| 1.2.5. | all obligations and liabilities on the part of the Parties are (unless expressly stated otherwise) several and shall be construed accordingly; |
| 1.2.6. | any reference to “day”, “week”, “month” or “year” is a reference to a day, week, month or year respectively in the Gregorian calendar; |
| 1.2.7. | any phrase introduced by the terms “including”, “include” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; |
| 1.2.8. | references to “writing”, or cognate expressions, include any communication effected electronically, by telex, cable, facsimile transmission or other comparable means of communication; and |
| 1.2.9. | references to this Agreement include any Recitals and Schedules to it and references to Clauses, Recitals and Schedules are to the clauses, recitals and schedules to this Agreement. |
| 1.3. | If any period of time is specified from a given day, or the day of a given act or event, it is to be calculated exclusive of that day and if any period of time falls on a day which is not a Business Day, then that period is to be deemed to only expire on the next Business Day. |
| 1.4. | No provision of this Agreement will be construed adversely to a Party solely on the ground that the Party was responsible for the preparation of this Agreement or that provision. |
| 2. | AGREEMENT FOR JOINT VENTURE AND BETTERVERSE CONSIDERATION |
| 2.1. | In consideration of the mutual covenants, agreements and undertakings of the Parties contained in this Agreement, the Parties have agreed to undertake the Joint Venture and observe good faith towards one another in all matters affecting their dealings and interests therein, subject always to the satisfaction (or waiver by VCIG) of the Conditions Precedent (as defined below) as set out in Clause 2.6. |
| 2.2. | Each Party agrees and undertakes that it shall not, during the Term of this Agreement, enter into any similar arrangements as contained in this Agreement with any other parties save and except with the prior written approval of the other Party. |
3
| 2.3. | In consideration of Betterverse entering into this Joint Venture, VCIG shall conditionally allot, issue or procure the allotment and issuance of new ordinary shares in VCIG (“VCIG Shares”) with an aggregate subscription value of USD Ten Million (USD10,000,000.00) to Betterverse and/or its nominated party, priced at $1.30 per VCIG Shares, subject to the satisfaction (or waiver by VCIG) of the Conditions Precedent and completion of all regulatory, corporate and contractual approvals, and in any event no later than five (5) years from the date of this Agreement or such other date as may be determined by VCIG. |
| 2.4. | The shares issued by VCIG shall be subject to Rule 144 under the U.S. Securities Act of 1933, as amended, including the applicable holding period, volume limitations, manner of sale requirements, and current public information obligations, unless such shares are registered under the Securities Act or an exemption from registration is available. |
| 2.5. | The obligation of VCIG under this Agreement shall be conditional upon the satisfaction of the following conditions precedent (“Conditions Precedent”): |
| 2.5.1. | VCIG having completed its legal, financial, technical, commercial and regulatory due diligence on Betterverse, the Joint Venture and the proposed activities to VCIG’s reasonable satisfaction; |
| 2.5.2. | Betterverse having complied in full with all applicable know-your-customer, anti-money laundering, sanctions and regulatory requirements reasonably required by VCIG; |
| 2.5.3. | Betterverse having entered into all definitive agreements, in form and substance acceptable to VCIG; |
| 2.5.4. | Betterverse actively participate in and use reasonable commercial efforts to advance the objectives of the Joint Venture; |
| 2.5.5. | Betterverse having made all required capital, asset, technology, or other contributions (if any) to the Joint Venture in accordance with agreed milestones from time to time; |
| 2.5.6. | no material adverse change having occurred in the business, financial condition, regulatory standing or ownership of Betterverse; and |
| 2.5.7. | no material breach or adverse change having occurred before the issuance, allotment or procurement to issue VCIG Shares to Betterverse that would render the allotment or issuance of the VCIG Shares commercially, legally, or reputationally undesirable. |
| 2.6. | Notwithstanding the generality of this Clause 2, in any event that the Conditions Precedent are not satisfied, Betterverse shall have no right to compel the issuance of any VCIG Shares unless and until the Conditions Precedent have been satisfied or waived in writing by VCIG. |
| 3. | INTENTION AND OBJECTIVES OF THE JOINT VENTURE PARTNERS |
The Parties are entering into this Agreement with the intent to extend their capabilities to undertake the Joint Venture for the purpose of developing, marketing, and commercializing RWA products and encrypted storage infrastructure solutions.
| 4. | INCORPORATION OF JV COMPANY |
| 4.1. | JV Company |
| 4.1.1. | The Parties agree to incorporate a joint venture company, to be incorporated in British Virgin Islands (“JV Company”) subject to the terms and requirements of this Agreement. |
| 4.1.2. | The Parties further agree that the incorporation of the JV Company shall be completed by within five (5) years from the date of this Agreement. |
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| 4.2. | Exclusivity of JV Company |
| 4.2.1. | The Parties agree that the JV Company shall be the sole and exclusive entity for the purposes of the Joint Venture. |
| 4.2.2. | Parties further undertakes that it shall only enter into new business ventures, arrangements and/or transactions through the JV Company upon obtaining consent and/or approval from the other Party. |
| 4.3. | Costs and Expenses of Business Ventures in the Territory |
The Parties agree and acknowledge that any and all costs and expenses to be incurred by the JV Company by reason of Joint Venture, any new business ventures, arrangements and/or transactions shall be divided according to the shareholding of the Parties as set up in Clause 5 herein.
| 5. | SHARES IN JV COMPANY |
| 5.1. | Shareholding and Agreed Proportion |
VCIG agrees to issue Shares of the JV Company to Betterverse as laid down for the purpose of the Joint Venture. The issued share capital of the JV Company shall at all times be held by Betterverse and VCIG and/or its affiliates in the following proportion, which shall not be varied save and except as provided in this Agreement or by written agreement between the Shareholders:
| Shareholder |
Agreed Proportion (%) |
| Betterverse |
Thirty percent (30%) |
| VCIG and/or its affiliates |
Seventy percent (70%) |
| 5.2. | Further Increase of Issued and Paid-Up Share Capital of JV Company |
| 5.2.1. | The Parties, may from time to time during the Term of this Agreement, agree to increase the issued and paid-up share capital and/or issue another class of shares of the JV Company provided that such action is in the best interests and expedient for the business of the JV Company. |
| 5.2.2. | For the purpose of maintaining the shareholding percentages of the Parties in the JV Company as set out in Clause 5.1 above, the Parties hereby agree and acknowledge that Betterverse and VCIG and/or its affiliates shall subscribe for additional Shares in the JV Company in accordance with the manner as follows: |
| (a) | Betterverse shall be entitled to subscribe for such number of additional Shares which are equivalent to thirty per cent (30%) of the enlarged issued and paid-up share capital of the JV Company; and |
| (b) | VCIG and/or its affiliates shall be entitled to subscribe for such number of additional Shares which are equivalent to seventy per cent (70%) of the enlarged issued and paid-up share capital of the JV Company. |
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| 5.2.3. | If a Shareholder fails to subscribe for all or any part of the new Shares to which it is entitled to subscribe under a new issue within the time stipulated for subscription, then: |
| (a) | the Secretary shall give a written notice to the other Shareholder informing that the non-subscribing Shareholder has declined or failed to subscribe for all or any part of its entitlement to the new Shares; and |
| (b) | provided that the subscribing Shareholder has accepted and subscribed for its entitlement to the new Shares in full, the subscribing Shareholder shall be entitled by giving notice to the Secretary to subscribe for all or any part of the unsubscribed Shares within fourteen (14) days from the date of the aforesaid written notification by the Secretary. |
| 5.2.4. | Any new Shares which have not been subscribed on or before the stipulated subscription date shall not thereafter be available for issue by the JV Company to any other person. |
| 5.3. | Ranking of Shares |
Save as otherwise stated in this Agreement, unless otherwise agreed and approved by the Shareholders, all shares of the same class shall be ordinary shares and shall rank pari passu in all respects with each other in the same class, including in terms of voting, rights to dividends and other distributions and rights in liquidation or return of capital.
| 5.4. | Pledging of Shares |
A Shareholder may not pledge, charge, mortgage, assign as security, create a lien over or otherwise encumber any of its Shares without the prior written consent of the other Shareholder.
| 5.5. | Costs and Expenses of Subscription of Shares in JV Company |
The Parties agrees and undertakes that it shall bear the subscription price and all such costs and expenses (including but not limited to stamp duty and registration fees) in relation to the subscription by it of the relevant number of Shares in the JV Company pursuant to Clauses 5.1 and 5.2.2(a) above.
| 5.6. | Transfer of Shares in JV Company |
| 5.6.1. | The Parties agree that except for VCIG, any shareholders shall not be entitled to assign and/or transfer all or any part of the Shares held in the JV Company to any person without the prior written approval of the other Party. |
| 5.6.2. | Notwithstanding the foregoing, where required, any and all transfers of Shares in the JV Company shall require the passing of a resolution by the Board in accordance with the laws of the British Virgin Islands, subject always to Section 54A of the BVI Business Companies Act, whereby section 54 does not apply to the transfer of shares that are listed on a recognised exchange. |
| 6. | Shareholders Obligations |
| 6.1. | The Shareholders shall: |
| 6.1.1. | co-operate with each other and use best endeavours to ensure the success of the Joint Venture; |
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| 6.1.2. | share in the profits and losses of the JV Company in the agreed proportion in accordance to the following: |
| Shareholder |
Agreed Proportion (%)
|
| Betterverse |
Thirty percent (30%)
|
| VCIG and/or its affiliates |
Seventy percent (70%)
|
| 6.1.3. | be just in their dealings with the JV Company and with each other; and |
| 6.1.4. | not unreasonably delay any action, approval or decision required of or from them. |
| 6.2. | Each of the Shareholders undertakes to operate, and procure the JV Company and its management to undertake the Joint Venture in a manner that will not in any way adversely affect each and any of the Shareholders and its affiliates. |
| 6.3. | Each Shareholder shall (without imposing any additional financial obligations on either Shareholder): |
| 6.3.1. | exercise the voting rights and powers available to it in relation to the JV Company so as to give full effect to this Agreement; |
| 6.3.2. | procure that all third parties directly or indirectly under its control refrain from acting in a manner which hinders or prevents the JV Company from undertaking the Joint Venture in a proper and reasonable manner; and |
| 6.3.3. | generally use its reasonable endeavours to promote the Joint Venture and the interests of the JV Company. |
| 7. | MANAGEMENT, OPERATIONS AND AFFAIRS OF JV COMPANY |
| 7.1. | Board of Directors of JV Company |
| 7.1.1. | Directors: Unless otherwise agreed by all the Joint Venture Partners, the board of Directors of the JV Company(“Board”) shall comprise of not more than three (3) Directors. The Board shall comprise: |
| (a) | Two (2) persons appointed by Betterverse; and |
| (b) | Three (3) persons appointed by VCIG. |
| 7.1.2. | Right of Appointment and Removal: The right of appointment conferred on a Party under Clause 7.1.1 shall include the right of a Party to remove at any time from office such person appointed by the Party as a Director and the right of the Party at any time and from time to time to determine the period during which such person shall hold the office of Director. |
| 7.1.3. | Notice in Writing: Each appointment or removal of a Director pursuant to Clause 7.1.2 shall be in writing and signed by or on behalf of the Party concerned and shall be delivered to the registered office for the time being of the JV Company. |
| 7.1.4. | Further Director: Whenever for any reason whatsoever a person appointed by a Party ceases to be a Director, that Party shall be entitled to appoint forthwith another Director. |
| 7.1.5. | Alternate Director: A Director shall be entitled at any time and from time to time to appoint any person to act as his alternate and to terminate the appointment of such person. Such alternate director shall be entitled while holding office as such to receive notices of Board Meetings and to attend and vote as a Director at any such meetings at which the Director appointing him is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of his appointer as the Director appointing him. Further, such alternate director shall be entitled to exercise the vote of the Director appointing him at any Board Meetings and if such alternate director represents more than one (1) Director, such alternate director shall be entitled to one (1) vote for every Director he represents. Each Director may also attend any Board Meetings with his alternate director but only the Director himself is entitled to vote at such meetings. |
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| 7.1.6. | Board Meetings |
| (a) | The Directors shall hold Board Meetings at such time, place and frequency as the Board may decide from time to time. Any Director may call for a Board Meeting. |
| (b) | Each of the Directors shall be entitled to receive not less than two (2) days’ written notice of all Board Meetings (or such shorter period of notice in respect of any particular Board Meeting as may be agreed jointly by all the Directors) specifying the date, time and place of the Board Meeting and the business to be transacted thereat. |
| (c) | The quorum at a Board Meeting or adjourned Board Meeting necessary for the transaction of any business of the JV Company shall be a minimum of two (2) Directors and at least one (1) of the Directors shall be Dato’ Hoo Voon Him (“Dato’ Victor”) or another person appointed by Dato’ Victor as a Director (as the case may be), who shall be personally present or by their alternates. In the event that a Board Meeting duly convened cannot be held for lack of quorum within thirty (30) minutes of the time appointed for the Board Meeting, the Board Meeting shall be adjourned to the same time and day of the following week and at the same place and at least two (2) days’ notice shall be given to the Directors in relation to such adjourned Board Meeting. |
| (d) | If the quorum for a Board Meeting is not present within thirty (30) minutes of the time appointed for the adjourned Board Meeting, the adjourned Board Meeting shall be dissolved. |
| (e) | Subject to Clause 7.3, all resolutions of the Directors at a Board Meeting or adjourned Board Meeting shall be adopted by a simple majority vote of the Directors present at the relevant Board Meeting. |
| (f) | Subject to Clause 7.3, a resolution in writing signed by all the Directors for the time being or their alternates shall be as valid and effectual as if it had been passed at a Board Meeting duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one (1) or more of the Directors. The expressions “in writing” and “signed” include approval by wireless or facsimile transmission. |
| (g) | The Directors may participate in a Board Meeting by means of a conference telephone or a video conference telephone or similar communications equipment by which all persons participating in the Board Meeting are able to hear and be heard by all other participants without the need for a Director to be in the physical presence of another Director(s) and participation in the Board Meeting in this manner shall be deemed to constitute presence in person at such Board Meeting. The Directors participating in any such Board Meeting shall be counted in the quorum for such Board Meeting and subject to there being a requisite quorum under Clause 7.1.6(c) at all times during such Board Meeting, all resolutions agreed by the Directors in such Board Meeting shall be deemed to be as effective as a resolution passed at a Board Meeting attended in person by the Directors and duly convened and held. |
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| (h) | A Board Meeting conducted by means of a conference telephone or a video conference telephone or similar communications equipment as aforesaid is deemed to be held at the place agreed upon by the Directors attending the Board Meeting, provided that at least one (1) of the Directors present at the Board Meeting was at that place for the duration of the Board Meeting. |
| (i) | For avoidance of doubt, all matter shall be passed by way of simple majority votes. |
| 7.2. | General Meetings of JV Company |
| 7.2.1. | Unless longer notice is required by Laws, at least fourteen (14) days’ notice (in the case where only ordinary resolutions are to be passed) or at least twenty-one (21) days’ notice (in the case where special resolutions are to be passed) must be given before a General Meeting is convened (or such shorter period of notice in respect of any General Meeting as may be agreed by all the Shareholders) specifying the date, time and place of the General Meeting and the business to be transacted thereat. |
| 7.2.2. | The quorum at a General Meeting or adjourned General Meeting necessary for the transaction of any business of the JV Company shall be a minimum of two (2) Shareholders, who shall be personally present or by their representatives or proxies, holding in aggregate more than fifty per cent (50%) of the total Shares, and at least one (1) of the Shareholders shall be VCIG and/or its affiliates. In the event that a General Meeting duly convened cannot be held for lack of a quorum within thirty (30) minutes of the time appointed for the General Meeting, the General Meeting shall be adjourned to the same time and day of the following week and at the same place and at least seven (7) days’ notice shall be given to the Shareholders in relation to such adjourned General Meeting. |
| 7.2.3. | If the quorum for a General Meeting is not present within thirty (30) minutes of the time appointed for the adjourned General Meeting, the adjourned General Meeting shall be dissolved. |
| 7.2.4. | Subject to any additional requirements specified by the Laws and Clause 7.3, all resolutions of the Shareholders in a General Meeting shall be adopted by a simple majority vote of the Shareholders present and voting and on the basis that each Share will carry one (1) vote. |
| 7.2.5. | Subject to any additional requirements specified by the Laws and Clause 7.3, an ordinary resolution in writing signed by all the Shareholders shall be as valid and effectual as if it had been passed as an ordinary resolution at a General Meeting duly called and constituted. Any such ordinary resolution may consist of several documents in like form, each signed by one (1) or more of the Shareholders. The expressions “in writing” and “signed” include approval by wireless or facsimile transmission. |
| 7.2.6. | The Shareholders may participate in a General Meeting by means of a conference telephone or a video conference telephone or similar communications equipment by which all persons participating in the General Meeting are able to hear and be heard by all other participants without the need for a Shareholder to be in the physical presence of another Shareholder(s) and participation in the General Meeting in this manner shall be deemed to constitute presence in person at such General Meeting. The Shareholders participating in any such General Meeting shall be counted in the quorum for such General Meeting and subject to there being a requisite quorum under Clause 7.2.2 at all times during such General Meeting, all resolutions agreed by the Shareholders in such General Meeting shall be deemed to be as effective as a resolution passed at a General Meeting attended in person by the Shareholders and duly convened and held. |
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| 7.2.7. | A General Meeting conducted by means of a conference telephone or a video conference telephone or similar communications equipment as aforesaid is deemed to be held at the place agreed upon by the Shareholders attending the General Meeting, provided that at least one (1) of the Shareholders present at the General Meeting was at that place for the duration of the General Meeting. |
| 7.3. | Dividend Policy |
| 7.3.1. | The JV Company shall pay to the Parties, and the Parties shall have the right to receive payment of dividends which is proportionate to their shareholding percentages in the JV Company. |
| 7.3.2. | VCIG agrees and undertakes that it shall be responsible for procuring the JV Company to pay any declared dividends to the Parties in proportion to their shareholding percentages in the JV Company. |
| 7.4. | Exit Rights and Conditions of JV Company’s Shareholders |
The Parties agree and acknowledge that the Shareholders of the JV Company shall be entitled to the same exit rights and conditions, including the company valuation method.
| 8. | ROLES AND OBLIGATIONS OF THE PARTIES |
| 8.1. | Betterverse’s Roles and Obligations |
| 8.1.1. | Betterverse agrees and undertakes to: |
| (a) | maintain full custody and control of their Bitcoin reserves (approximately 18,000 BTC); |
| (b) | provide public verification and anchoring of their BTC reserves to support the credibility and market positioning of the Joint Venture’s RWA issuance and encrypted infrastructure business; |
| (c) | maintain its reputation and market position as a significant Bitcoin holder; and |
| (d) | provide strategic advisory services related to cryptocurrency markets and institutional adoption. |
VCIG’s Roles and Obligations
| 8.1.2. | VCIG agrees and undertakes to: |
| (a) | Maintain the day-to-day strategic and operational matters of the Joint Venture; |
| (b) | contribute for all relevant technology, intellectual property, and infrastructure related to QuantGold's encrypted storage platform and the sovereign AI platform; |
| (c) | contribute the relevant business development expertise and market relationships; |
| (d) | lead the compliance and global rollout projects; and |
| (e) | provide management team and operational infrastructure. |
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| 9. | REPRESENTATIONS AND WARRANTIES |
| 9.1. | Each Party represents and warrants to and for the benefit of the other Parties that: |
| 9.1.1. | it has the full power, authority and capacity to execute, deliver and lawfully perform the terms of this Agreement; |
| 9.1.2. | all necessary actions, conditions and things have been or will be taken, fulfilled and done (including the obtaining of any necessary consents) in order to enable it to lawfully exercise its rights and perform and comply with its obligations under this Agreement; |
| 9.1.3. | this Agreement will when executed constitute legally valid and binding obligations on it, enforceable in accordance with their respective terms; |
| 9.1.4. | the execution, delivery and performance of this Agreement will not exceed the power granted to it or violate the provisions of any Law or any order or decree of any Governmental Authority, agency or court to which it is subject to; |
| 9.1.5. | there are no pending or threatened actions or proceedings before any court or administrative tribunal which may materially and adversely affect its ability to discharge its obligations under this Agreement; and |
| 9.1.6. | in negotiating and executing this Agreement, it has at all times sought and followed the advice of competent legal counsel and, based on that advice, has entered into this Agreement based on its own free will. |
| 9.2. | All representations and warranties given by the respective Parties expressed in this Clause 10 are true, correct and not misleading at the time of execution of this Agreement and shall be deemed to be repeated and continue to be true, correct and not misleading on the completion of this Agreement as if they had been given afresh at the completion of this Agreement. |
| 10. | Announcements |
| 10.1. | No announcement shall be made in relation to this Agreement unless: |
| 10.1.1. | it is in the agreed form; and |
| 10.1.2. | it is required to be made by law, or any other regulatory or governmental body to which a Shareholder is subject, in which case that Party shall to the extent reasonably practicable consult with the other Shareholder as to the form, content and timing of the announcement. |
| 10.2. | Notwithstanding Clause 10.1, Betterverse and VCIG and/ or its affiliates shall be entitled to publish any announcement in relation to this Agreement and the Joint Venture provided that Betterverse and VCIG and/ or its affiliates had consulted the other Party prior to the publication of such announcement. |
| 11. | LIMITATION OF LIABILITY |
VCIG shall not have any obligation or liability to Betterverse, and hereby disclaims to the fullest extent permissible by Law all liability for any indirect, incidental, special, exemplary, consequential damages, pure economic loss or other pecuniary loss, including, any loss of revenue or profits, loss of sales or business, loss of agreements or contracts, loss of damages to goodwill, any loss resulting from business interruption or any loss arising out of this Agreement.
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| 12. | INDEMNIFICATION |
| 12.1. | Without prejudice to any other right or remedy which either Party may have against the other Party, each Party undertake to indemnify, defend and hold harmless the other Party from and against any and all actions, claims, demands, proceedings, investigations, liabilities or judgments and any and all losses, damages, costs, charges and expenses (including all reasonable legal fees and expenses) of whatever nature which relates to or arises, directly in connection with or arising out of: |
| 12.1.1. | any breach by either Party of its duties, covenants, stipulations and obligations under this Agreement on its part to be performed and fulfilled; |
| 12.1.2. | any breach by either Party of any applicable Laws; or |
| 12.1.3. | any claims involving fraud or misconduct involving dishonesty on the part of either Party. |
| 13. | DURATION AND TERMINATION OF AGREEMENT |
| 13.1. | This Agreement shall come into force from the date of this Agreement and shall, unless otherwise terminated in accordance with Clause 13, continue in full force and effect until five (5) years from the date of the Agreement, and renewable for a two-year period, subject always that a prior notice of at least 30 days should be given (“Term”). |
| 13.2. | Save and except for the termination under Clause 13.3 below, the Parties agree that this Agreement may only be terminated by mutual agreement of the Parties. |
| 13.3. | Notwithstanding Clause 13.2 above, any Party shall be entitled to, at any time after any such default arises, give written notice to the other Party terminating this Agreement with immediate effect if: |
| 13.3.1. | any of the Party commits any material breach of any of its obligations under this Agreement and fails to take appropriate steps to remedy such breach (if capable of remedy) within fourteen (14) Business Days after being given notice to do so; |
| 13.3.2. | any Party goes into liquidation, whether compulsory or voluntary (except for the purposes of a bona fide reconstruction or amalgamation); |
| 13.3.3. | an administrator or receiver or receiver and manager is appointed over, or distress, attachment or execution is levied or enforced upon, any part of the assets or undertaking of any Party; |
| 13.3.4. | any Party becomes insolvent or is unable to pay its debts or admits in writing its inability to pay its debts as and when they fall due or enter into any composition or arrangement with its creditors or make a general assignment for the benefit of its creditors; or |
| 13.3.5. | any Party ceases the whole or a substantial part of its business or takes any steps to cease it. |
| 13.4. | If this Agreement is terminated in accordance with this Clause 13, then within fourteen (14) Business Days from the date of termination of this Agreement: |
| 13.4.1. | all documents, records and other information provided in any form (including without limitation to all working copies, duplicates and back-ups whether in physical, electronic or other forms) by any Party to the other Parties, shall be returned to the relevant Party, securely disposed of or securely rendered inaccessible; and |
| 13.4.2. | none of the Parties shall have any further rights or obligations under this Agreement to the other Parties except in respect of: |
| (a) | any rights or obligations under this Agreement which are expressed to apply after the termination of this Agreement; and |
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| (b) | any rights or obligations which have accrued in respect of any breach of any of the provisions of this Agreement to any Party prior to such termination. |
| 13.5. | If this Agreement is terminated in accordance with Clause 13.2, then the terminating party shall have the right to purchase the entire equity interest in the Company of the other Party in accordance with Clause 13.6 (“Termination Purchase Right”). |
| 13.6. | The Termination Purchase Right shall be exercised as follows: |
| 13.6.1. | The terminating Party shall, by written notice (the “Buyout Notice”) to the non-terminating Party, notify the non-terminating Party that it elects to purchase the entire interest of the non-terminating Party in the Company at a price equal to the Applicable Buyout Price and otherwise in accordance with this Section 13.6. |
| 13.6.2. | The Buyout Notice shall be irrevocable and, upon delivery of same to the non-terminating Party, shall constitute a binding agreement by the Parties to purchase and sell the interest of the non-terminating Party in the Company. |
| 13.6.3. | The closing of the sale of the interest in the Company shall occur on a date to be determined by the terminating Party, but in any event not later than ten (10) days following delivery of the Buyout Notice. |
| 13.6.4. | At such closing, the non-terminating Party shall deliver such duly executed instruments of transfer and other documents required in connection with such transfer and the terminating Party shall deliver payment in full by wire transfer of immediately available funds. |
| 13.6.5. | The interests being transferred shall be free and clear of any Encumbrance (other than Encumbrances arising under this Agreement) and the non-terminating Party shall so represent and warrant, and shall further represent and warrant that it is the beneficial and record owner of such interest being transferred. |
| 14. | SPECIFIC PERFORMANCE |
The Parties shall be at liberty to take such action in Law as may be necessary to compel the other Party by way of specific performance to complete the transactions contemplated in this Agreement (in which respect the alternative remedy of monetary compensation shall not be regarded as compensation or sufficient compensation for any default of the Party in the performance of the terms and conditions herein) or to claim damages for the breach of the Party.
| 15. | CONFIDENTIALITY |
| 15.1. | All communications between the Parties and all information and other materials supplied to or received, by any Party, from the other Party or Parties which is either marked “confidential” or is by its nature intended to be exclusively for the knowledge of the recipient alone, or to be used by the recipient only for the benefit of this Agreement, coming to the knowledge of the recipient shall be kept confidential by the recipient and shall be used by the recipient solely and exclusively for the benefit of this Agreement unless: |
| 15.1.1. | the disclosure or use is required by Law or any Governmental Authority; |
| 15.1.2. | the disclosure or use is required to vest the full benefit of this Agreement in any Party; |
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| 15.1.3. | the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing Party; |
| 15.1.4. | the disclosure is made to professional advisors or actual or potential financiers of any Party on terms that such professional advisors or financiers undertake to comply with the provisions of this Clause 15 in respect of such information as if they were a party to this Agreement; |
| 15.1.5. | the information becomes publicly available (other than by breach of this Agreement); |
| 15.1.6. | the Party whose information is to be disclosed or used has given prior written approval to the disclosure or use; or |
| 15.1.7. | the information is independently developed by the recipient, which independent development can be shown by written evidence, |
provided that prior to disclosure or use of any information pursuant to Clause 15.1.1, 15.1.2 or 15.1.3 above except in the case of disclosure to a Tax Authority, the Party concerned shall promptly notify the other Parties of such requirement with a view to providing the other Parties with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.
| 15.2. | The Parties shall procure the observance of the abovementioned restrictions and shall take all reasonable steps to minimise the risk of disclosure of confidential information, by ensuring that only their employees and professional advisers whose duties will require them to possess any of such information shall have access thereto, and that they shall be instructed to treat the same as confidential. |
| 15.3. | None of the Parties shall divulge to any third party any information regarding the existence or subject matter of this Agreement, or any other agreement referred to in, or executed in connection with, this Agreement, without the prior agreement of the other Parties. |
| 15.4. | The obligations contained in this Clause 15 shall endure, even after the termination of this Agreement, without limit in point of time except and until any confidential information enters the public domain as set out above. |
| 16. | NOTICES |
| 16.1. | All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and in English and delivered personally or sent by prepaid registered post (by air-mail if to an overseas address) with recorded delivery, or by courier or email addressed to the intended recipient thereof at its address or at its email address set out hereunder (or to such other address or email address as a Party may from time to time duly notify the other Parties). Any such notice, demand or communication shall be deemed to have been duly served (if delivered personally or given or made by email) immediately or (if given or made by registered post or courier) forty-eight (48) hours after posting or (if made or given to an overseas address) five (5) Business Days after posting, and in proving the same it shall be sufficient to show that personal delivery was made or that the envelope containing such notice was properly addressed as a prepaid registered letter or that the email was properly addressed and sent. |
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| 16.2. | The addresses and email addresses of the Parties for the purposes of Clause 16.1 are: |
| (a) | If to Betterverse: | Name | : | ||
| Designation | : | ||||
| Address | : | ||||
| : |
| (b) | If to VCIG: | Name | : | ||
| Designation | : | ||||
| Address | : | ||||
| : |
| 16.3. | In this Clause 16, if deemed receipt occurs before 9am on a Business Day, the notice shall be deemed to have been received at 9am on that day, and if deemed receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9am on the next Business Day. |
| 17. | RIGHT OF FIRST REFUSAL |
| 17.1. | Subject to Clause 5.6.1 and Clause 5.6.2, in the event that any Party is desirous of selling or transferring for value any or all of its Shares (“Transferor”) pursuant to a proposed bona fide sale to a third party which is not related or affiliated to the Transferor (“ROFR Third Party Purchaser”), it shall inform the other Party (each, a “ROFR Continuing Party”) and shall make an offer in writing to sell all (but not part of only) of its Shares (“ROFR Shares”) to each ROFR Continuing Party in accordance with the ratio that is reflective of the ROFR Continuing Party’s respective shareholding in the Company held by the ROFR Continuing Party at the time of the offer (“ROFR Offer”). |
| 17.2. | Every ROFR Offer shall be bona fide and state the number of the ROFR Shares and the terms and conditions of the ROFR Offer (“ROFR Sale Terms”). The purchase price for all of the ROFR Shares (“ROFR Offer Price”) shall be the price offered by the ROFR Third Party Purchaser and the terms and conditions of the ROFR Offer shall be those as agreed between the Transferor and the ROFR Third Party Purchaser. |
| 17.3. | If an ROFR Continuing Party accepts the ROFR Offer within five (5) days from the date of receipt of the ROFR Offer, then, subject to all approvals being obtained (including all applicable regulatory approvals), the Transferor shall complete the sale of all of the ROFR Shares to the ROFR Continuing Party within ten (10) days from the acceptance by the ROFR Continuing Party of the ROFR Offer or such other date as the Transferor and the ROFR Continuing Party may agree. |
| 17.4. | An ROFR Continuing Party may appoint a nominee or nominees to acquire all of the ROFR Shares under this Clause 17.3 on its behalf. |
| 17.5. | If within five (5) days of the ROFR Offer, any of the ROFR Shares remain unaccepted by a ROFR Continuing Party (“Unaccepted ROFR Shares”), then the Transferor shall, within a period of six (6) months thereafter, be entitled to sell such Unaccepted ROFR Shares to the ROFR Third Party Purchaser at a price which is not less than the ROFR Offer Price and upon other sale terms which are not in substance more favourable to the ROFR Third Party Purchaser than the ROFR Sale Terms (“ROFR Third Party Sale”). At least five (5) days prior to the entry by the Transferor into any agreement for the ROFR Third Party Sale, the Transferor shall provide to each ROFR Continuing Party written notice of the ROFR Third Party Sale including details of the ROFR Third Party Purchaser, the sale price and details of key sale terms and confirming that the ROFR Third Party Sale is at a sale price not less than the ROFR Offer Price and on other terms which are in substance no more favourable than the ROFR Sale Terms. |
| 18. | FURTHER ASSURANCE |
| 18.1. | Each Party shall do or cause to be done all such acts and things and execute or cause to be executed all such instruments and other documents as may be necessary to give full effect to the provisions contained in this Agreement and the transactions contemplated under this Agreement. |
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| 19. | RIGHT AND REMEDIES |
The rights and remedies provided in this Agreement are cumulative, and are not exclusive of any rights or remedies of the Parties provided at Law, in equity, by statute or otherwise and no failure or delay in the exercise or the partial exercise of any such right or remedy or the exercise of any other right or remedy shall affect or impair any such right or remedy.
| 20. | FORCE MAJEURE |
Notwithstanding anything herein contained, none of the Parties will be liable to any of the other Parties for any breach or failure to perform any of its obligations under this Agreement where such breach or failure is caused directly or indirectly by war, civil commotion, hostilities, strikes, lockouts, pandemic, acts of God, governmental regulations or directions or the action or omission or purported action or omission of any governmental authority, or any other cause or causes beyond that Party’s reasonable control, whether similar to any of the foregoing or not, but if any Party is or is likely to be, affected by any such cause it will immediately notify the other Parties of the occurrence of the relevant event and will use all reasonable endeavours to overcome or mitigate the effects thereof.
| 21. | AMENDMENTS AND WAIVERS |
| 21.1. | No amendment, variation, revocation, cancellation, substitution or waiver of, or addition or supplement to, any of the provisions of this Agreement will be effective unless it is in writing and signed by all the Parties. |
| 21.2. | No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived. |
| 22. | ASSIGNMENT |
Unless otherwise stated in this Agreement. each of the Parties shall not, without the prior written consent of the other Parties, assign its rights, title and interest under this Agreement. Further, each of the Parties shall not, without the prior written consent of the other Parties, novate its rights, title, interest and obligations under this Agreement. Any assignment, novation, transfer or delegation which is made without such prior written approval shall constitute a material breach of this Agreement.
| 23. | SUCCESSORS AND ASSIGNS |
This Agreement will be binding upon and inure for the benefit of the respective heirs, personal representatives, successors-in-title or permitted assigns, as the case may be, of the Parties.
| 24. | NO AGENCY |
Nothing in this Agreement is intended to authorise any Party to act as agent for the other Parties or to establish any other fiduciary relationship between the Parties. None of the Parties has the power or the right to bind, commit or pledge the credit of the other Parties.
| 25. | ENTIRE AGREEMENT |
This Agreement constitutes the entire agreement and full understanding among the Parties hereto with respect to all of the matters herein and it supersedes any previous negotiations, discussions, correspondence, arrangements, agreements and understandings among them, oral or written, with respect to the matters addressed herein.
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| 26. | TIME |
| 26.1. | Time shall be of the essence in this Agreement. |
| 26.2. | No time or indulgence given by any Party to the other shall be deemed or in any way construed as a waiver of any of its rights and remedies hereunder. |
| 27. | COSTS AND EXPENSES |
| 27.1. | Each of the Parties shall bear its own legal and other professional costs and expenses incurred by it in the negotiation and preparation of this Agreement and any other agreements or documents entered into or signed under or in connection with this Agreement. |
| 27.2. | The Parties shall bear the costs of stamp duty equally for this Agreement where applicable. |
| 28. | INVALIDITY AND SEVERABILITY |
| 28.1. | If any provision of this Agreement is or may become invalid or unenforceable under any written Law, or is found by any court or administrative body or competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then: |
| 28.1.1. | such provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability; |
| 28.1.2. | the remaining provisions of this Agreement shall remain in full force and effect; and |
| 28.1.3. | the Parties shall use their respective best endeavours to negotiate and agree on a substitute provision which is valid and enforceable and achievable to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking. |
| 29. | COUNTERPARTS AND E-SIGNATURES |
| 29.1. | This Agreement may be executed in separate counterparts, each of whom shall together be deemed an original, but all such counterparts shall together constitute but one (1) and the same Agreement of the Parties. |
| 29.2. | This Agreement, may be accepted, executed or agreed to, through the use of an electronic signature, whether digital or encrypted. Any document accepted, executed or agreed to in conformity with such Law will be binding on each Parties and shall have the same legal effect, validity or enforceability as if it were physically executed. |
| 30. | GOVERNING LAW AND ARBITRATION |
| 30.1. | This Agreement shall be governed by and construed and enforced in accordance with the laws of England and Wales. |
| 30.2. | Any dispute, controversy or claim arising out of or in relation to this Agreement including any breach of any terms of this Agreement shall be resolved, insofar as it is possible, by mutual consultation between the Parties. In the event that no settlement is capable to be reached by the Parties within 3 months, all disputes arising out of or in connection with this Agreement, including any question relating to its existence, validity or termination, shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. Any such arbitration shall take place in London, UK, and shall be conducted in the English language. |
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, each by its duly authorized representative, as of the date first above written.
| Signed by | |
| For and on behalf of | |
| VCI Global Limited | |
| Designation: | |
| Signed by | |
| For and on behalf of | |
| Designation: |
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Exhibit 10.44
Dated 26 August 2025
V GALLANT LIMITED
(Registration No.: 2156042)
(“VGL”)
AND
CODETEXT (BVI) LIMITED
(Registration No.:)
(“CODETEXT”)
SERVICE AGREEMENT
THIS AGREEMENT is made and entered into on 26 August 2025,
BETWEEN
| (1) | V GALLANT LIMITED (Registration No. 2156042), a company incorporated in the and having its (“VGL”), |
AND
| (2) | CODETEXT (BVI) LIMITED (Registration No.: 2178792) a company incorporated in the and having its registered address at (“CODETEXT”), |
VGL and Codetext shall hereinafter individually be referred to as “Party” and collectively referred to as “Parties”, where the context so requires.
RECITAL
| A. | VGL is a solutions provider developing innovative technology platforms, AI infrastructure and cybersecurity solutions. |
| B. | Codetext is primarily involved in software engineering, AI deployment, and mission-critical enterprise platforms, works closely with government agencies and regulatory bodies across the region. |
| C. | Codetext wishes to engage VGL for its Services and VGL is willing to accept Codetext as client. |
NOW THEREFORE, the Parties hereby mutually agree as follows:
| 1. | DEFINITION AND INTERPRETATIONS |
| 1.1 | Definition |
In this Agreement, unless the context or subject matter otherwise requires, the following words and expressions shall have the following meanings:
| “Agreement” | : |
means this Service Agreement;
|
|
| “Codetext” | : |
means Codetext (BVI) Limited (Registration No.: 2178792) a company incorporated in British Virgins Islands and having its registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands;
|
|
|
“Event of Force Majeure”
|
: | has the meaning ascribed in Clause 12.1; | |
| “Other Expenses” | : |
means all taxes and disbursements, e.g. travelling, dispatches, telephone calls, photocopying, correspondences and other customary expenses and any other out-of-pocket expenses or exceptional or additional costs which Codtext may incur from time to time in connection with or incidental to the performance of the Services;
|
|
| “Services” | : |
means the services more particularly described in the Clause 2 of this Agreement agreed to be provided by Codetext to VGL;
|
|
| “Service Fees” | : |
means a total fee of US$22,000,000.00 (United States Dollar Twenty Two Million) payable by Codetext to VGL;
|
|
| “Term” | : |
means the term of this Agreement as described in Clause 5 of this Agreement;
|
|
| “VGL” | : |
means V Gallant Limited (Registration No. 2156042), a company incorporated in the British Virgins Islands and having its registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands; and |
|
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| 1.2 | Interpretation |
Save to the extent that the context or the express provisions of this Agreement otherwise require:
| (a) | words using the singular or plural number also include the plural or singular number, respectively; |
| (b) | the terms “hereof”, “herein”, “hereby”, “hereto” and similar words refer to this entire Agreement and not any particular clause, schedule or any other subdivision of this Agreement; |
| (c) | a reference to a “clause” or “schedule” is to a clause or schedule to this Agreement; |
| (d) | the word “include” or “including” shall be deemed to be followed with “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import; |
| (e) | references to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted; |
| (f) | references to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document as amended, modified or supplemented and in effect from time to time and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms; |
| (g) | the headings are for convenience only and shall be ignored in construing this Agreement; |
| (h) | references to persons include their successors and any permitted transferees and assigns; |
| (i) | no rule of construction shall apply to the detriment of any party by reason of that party having control and/or was responsible for the preparation of this Agreement or any part thereof; |
| (j) | whenever this Agreement refers to a number of days, such reference shall be to calendar days unless business days are specified; |
| (k) | in carrying out their obligations and duties under this Agreement, the Parties shall have an implied obligation of good faith; and |
| (l) | each of the schedules and the appendices hereto shall form an integral part of this Agreement. |
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| 2. | AGREEMENT TO PROVIDE SERVICES |
| 2.1 | Subject to the terms and conditions contained in this Agreement and the satisfaction of the conditions set out in Clause 2.3 below, Codetext hereby agrees to engage VGL, and VGL hereby agrees to act as the service provider to Codetext under the sovereign AI infrastructure contract, and to deliver a full-stack sovereign AI system comprising, inter alia: |
| 2.1.1 | the QuantVault encrypted data storage vault; |
| 2.1.2 | the QTrustCard proprietary PCIe encryption accelerator; |
| 2.1.3 | the SecureGPU NVIDIA-integrated compute systems; and |
| 2.1.4 | the Local AI Stack Integration platform, together forming a fortified and jurisdictionally contained environment for secure, high-performance AI operations. |
| 2.2 | The Parties acknowledge that the Services outlined in this Clause 2 is not exhaustive and VGL may perform other tasks and services as may be reasonably requested by Codetext and agreed upon in writing, provided that such additional services shall be within the scope of this Agreement or such other fees to be determined between the parties. |
| 2.3 | VGL’s obligations to commence and continue the performance of the Services is conditional to the satisfaction (except as expressly waived by VGL) of the following conditions precedent (“Conditions Precedent”): |
| 2.3.1 | VGL having completed its legal, technical, commercial, regulatory and financial due diligence on Codetext and the intended Services, to VGL’s reasonable satisfaction; |
| 2.3.2 | Codetext having provided to VGL all technical specifications, system architecture details, integration parameters, performance requirements, and project dependencies reasonably required for the provision of the Services; |
| 2.3.3 | Codetext granting VGL timely access to all relevant personnel, premises, systems, data, infrastructure, and third-party vendors necessary for the performance of the Services; |
| 2.3.4 | Codetext having obtained all internal, regulatory, governmental, or third-party approvals, consents, or licences required for the implementation of the Services; and |
| 2.3.5 | Codetext having paid any agreed advance or initial invoice issued by VGL. |
| 2.4 | In the event that the Conditions Precedent are not satisfied due to the act, omission, or delay of Codetext in providing the same, VGL’s obligations on the Services shall be suspended to the extent affected, and such failure or delay shall not constitute a breach or default by VGL and shall not give rise to any right of termination by Codetext. |
| 2.5 | Upon delivery of any part or all of the Services to Codetext, Codetext shall notify VGL of its acceptance or rejection within five (5) Business Days, specifying in reasonable detail the grounds for such rejection (if any) and the remedial actions required. The Services shall be deemed accepted by Codetext in the event that there is no such written notice within the prescribed period. |
| 2.6 | Notwithstanding the generality of this Clause 2, Codetext shall have no right to withhold, defer, or set off payment in respect of the accepted Services or deliverables, and payment shall be made in accordance with Clause 4, except as provided otherwise. |
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| 3. | SERVICE FEES |
| 3.1 | Codetext agrees to pay VGL a Service Fees in accordance with Clause 4 of this Agreement. |
| 3.2 | The Fees shall exclude all Other Expenses due and payable to VGL in rendering the Services under this Agreement. |
| 3.3 | All such Other Expenses, which are accepted and approved by Codetext in writing before the incurrence of such Other Expenses, shall be borne by Codetext. For the purpose for this Agreement, the term “out-of-pocket expenses” for Other Expenses shall include, without limitation, Codetext’s prior approved and accepted disbursements incurred while VGL provides the Services in accordance with this Agreement, which shall be limited but not restricted to photocopying, travelling in economy class and courier charges with acceptable courier companies and other customary expenses. |
| 3.4 | All such Other Expenses incurred by VGL will be justified to Codetext with valid and relevant reasons to the satisfaction of Codetext. Codetext shall have the sole and absolute discretion to approve such charges or claims provided that such approval shall not be unreasonably withheld by Codetext. |
| 4. | PAYMENT |
| 4.1 | In consideration of the provision of the Services and subject to the satisfaction of Clause 2.3 above, Codetext shall pay the Service Fees to VGL in accordance with this Agreement. |
| 4.2 | Codetext shall pay to VGL the Service Fees and such approved expenses within five (5) Business Days after receipt of such invoice from VGL, notwithstanding any delay or non-performance on part of Codetext under Clause 2.3. |
| 4.3 | All payments under this Agreement shall be grossed-up to cover any sales tax, value-added tax, goods and services tax or similar tax (“Taxes”) payable with respect to the provision of Services (but excluding any tax based upon or measured by the net income of VGL or Codetext), and each Party shall be responsible for paying any such Taxes to the appropriate governmental authority with respect to the provision of Services. |
| 5. | TERM |
Both Parties acknowledge and agree that the Services under this Agreement shall commence on the date of this Agreement (“Commencement Date”) and shall proceed for a term of thirty (30) days (“Term”) unless this Agreement is mutually terminated in writing between the Parties following fifteen (15) days advance written notice to the other Party or such other amount of days as agreed to by the Parties in writing or terminated by either Party due to any breach or default of this Agreement in accordance with Clause 8 of this Agreement.
| 6. | REPRESENTATION, WARRANTIES AND UNDERTAKINGS |
| 6.1 | Each of the Parties represents, warrants, and undertakes to the other as follows: |
| (a) | it is duly organised or incorporated, validly existing under the laws of their respective countries of its establishment and has full power and authority to own its assets and carry on its business; |
| (b) | it has full legal right, power and authority to execute, deliver and perform its obligations under this Agreement; |
| (c) | all the necessary corporate resolutions and authorisations to enter into this Agreement and to perform all obligations have been duly obtained; |
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| (d) | by entering into this Agreement, it is not in breach or in contravention of any law or contract applicable to it; |
| (e) | this Agreement, when executed, constitutes legal, valid and binding obligations, enforceable against it in accordance with the terms thereof; and |
| (f) | the person signing this Agreement on behalf of it has been duly authorised to execute and deliver this Agreement, including the prior approval by the Board of Directors of Codetext and VGL. |
| 6.2 | In addition to the foregoing, VGL hereby represents and warrants to Codetext as follows, which representations and warranties shall be deemed repeated at all times throughout the Term: |
| (a) | it possesses all requisite expertise, experience and qualifications to provide the Services in accordance with this Agreement; |
| (b) | it currently has in place a competent and qualified team of experts, advisors, technical employees and all other relevant employees to provide the Services in accordance with this Agreement; |
| (c) | it will provide the Services with a reasonable standard of care, skill and professionalism consistent with prevailing industry practices; |
| (d) | it will not breach or infringe the intellectual property rights of any other persons in discharging its obligations contained in this Agreement; |
| (e) | it is duly licensed and authorised by the relevant authorities to provide the Services in accordance with this Agreement; |
| (f) | in providing the Services under this Agreement, it will not breach any agreement, deed or other instruments made by VGL with any other third parties; |
| (g) | the provision of the Services will not violate, infringe or contravene laws of Malaysia and any other country in which Codetext or any of its related or associated companies have a place of establishment or carries out business. |
| 7. | NO ASSIGNMENT |
The rights and obligations of the Parties under this Agreement shall not be assigned, transferred, charged or otherwise dealt with and neither Parties shall attempt or purport to do so, without the prior written consent of the other.
| 8. | TERMINATION |
| 8.1 | In the event that: |
| (a) | VGL fails or refuses to observe and perform any of its obligations contained in this Agreement; or |
| (b) | any of the representations and warranties made by VGL in this Agreement is or becomes false, inaccurate, misleading, deceptive or contains a material omission; or |
| (c) | Codetext is not reasonably satisfied with the performance of the Services and VGL fails to rectify any issue to Codetext’s reasonable satisfaction after the same is referred by the Parties; then |
it shall be lawful for Codetext to terminate this Agreement, whereupon all Service Fees remaining as of the date of the receipt of the notice of termination by VGL shall cease to be payable free from any action or claim from VGL, save that Codetext shall pay to VGL such sums based on the total work done determined by hourly invoices supplied by VGL to Codetext, together with all disbursements or Other Expenses incurred up to the time of such cessation.
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| 8.2 | Notwithstanding anything to the contrary contained herein, VGL may be entitled to withdraw its Services and thereby terminate this Agreement by giving fifteen (15) days’ notice in writing to Codetext, in the event of the following: |
| (a) | there is any development, event or later discovery which may affect or prejudice VGL and/or the matters contemplated herein, including without limitation, fraud, withholding or omitting of information, misrepresentation or misleading statement or actions by Codetext or any of its subsidiaries or associates, or any of its officers; or |
| (b) | where VGL and the management of Codetext are unable to agree on matters relating to the Services including matters relating to the execution or manner of execution of the Services; |
it shall be lawful for VGL to terminate this Agreement, whereupon all other reasonable sums remaining to be paid by Codetext for work done shall become due and payable up to the date of termination which VGL has not billed up to the Service Fees.
| 8.3 | Upon the receipt of all sums payable by Codetext to VGL, this Agreement shall be rendered null and void, save for the surviving provisions of this Agreement. |
| 8.4 | Notwithstanding any termination and/or disclosure in accordance with the terms of this Agreement, VGL shall have no claims against Codetext and Codetext shall not be held responsible for any damages or losses that VGL may incur or any claims, actions or any other consequences which may arise as a result of therefrom. |
| 9. | NON-DISCLOSURE OF CONFIDENTIAL INFORMATION |
| 9.1 | VGL acknowledges that during the Term, it may gain access to certain confidential and proprietary information of Codetext. Such confidential information may include, but is not limited to, trade secrets, financial information, client lists, business plans, and operational strategies and any other information not in the public domain in relation to the affairs or business or methods of carrying on business of Codetext and/or its subsidiaries and/or its affiliates (collectively referred to as “Confidential Information”). |
| 9.2 | VGL shall use any Confidential Information revealed during the course of the Services, solely for the purpose of the Services. VGL shall use its best effort to keep the Confidential Information in confidence and shall not disclose any of the Confidential Information to any other person, provided, however, that it may make any disclosure of Confidential Information to its representatives who on a need-to-know basis of such information and who agree to keep such information in confidence. |
| 9.3 | This Non-Disclosure of Confidential Information clause shall not apply to Confidential Information which is or becomes publicly available, other than as a result of a breach of this provision or becomes lawfully available to both parties from a third party free from any confidentiality restrictions. |
| 9.4 | Notwithstanding anything to the contrary herein, in the event of VGL’s termination, where VGL may be required by law or by regulatory authority to, amongst others, disclose to the relevant authorities and the new consultation service provider proposed to be appointed by Codetext to replace VGL, if any, the termination together with the reason thereto, and VGL may be required to make available all information relating to the incoming advisor, VGL agrees, to the extent practicable to do so, to provide prior written notification to Codetext of such disclosure. |
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| 9.5 | The obligations contained in this Clause shall survive the termination of this Agreement for a period of two (2) years following the date of termination of this Agreement. |
| 10. | COSTS |
Each Party will be solely responsible for and bear all of its own respective expenses incurred at any time in connection with this Agreement.
| 11. | GOVERNING LAW AND JURISDICTION |
| 11.1 | This Agreement shall be governed by and construed and enforced in accordance with the laws of the Malaysia. |
| 11.2 | Any dispute, controversy or claim arising out of or in relation to this Agreement including any breach of any terms of this Agreement shall be resolved, insofar as it is possible, by mutual consultation between the Parties. |
| 11.3 | In the event that no settlement is capable of being reached by the Parties, the dispute shall be resolved by the federal or state courts located in Kuala Lumpur, Malaysia. |
| 12. | FORCE MAJUERE |
| 12.1 | Neither Party hereto shall be liable for any failure on its part to perform any obligations hereunder resulting directly or indirectly from act of God, war or act of war, national emergency, flood, earthquake, boycott, blockade, embargo, strike or lockout (other than a strike or lockout induced by the party so incapacitated), pandemic, movement control order, the action or inaction of any governmental or local authority, civil disturbance or cause beyond their reasonable control (“Event of Force Majeure”). |
| 12.2 | Each Party shall immediately notify the other Party in writing of the occurrence of any event of Force Majeure applicable to its obligations under this Agreement, its consequences. If either Party considers the event of Force Majeure to be of such severity or to be continuing for an aggregate period of three (3) months such that the Party is unable to perform any of its obligations hereunder, this Agreement may be terminated by that Party by notice in writing to the other Party, which termination may take effect immediately or on the date specified in the notice of termination at the option of the Party issuing the termination notice. Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of the Event of Force Majeure save and except for any antecedent breach or liability, which has arisen prior to the Event of Force Majeure. |
| 13. | CHANGE IN PARTIES |
| 13.1 | This Agreement shall continue to be binding and enforceable notwithstanding any amalgamation, restructuring or change of shareholding or control in VGL or CODETEXT. Any such changes shall not relieve or release any Party from its obligations and responsibilities under this Agreement. |
| 13.2 | In the event of any such change in parties, the Party undergoing such change shall promptly notify the other Party in writing, providing relevant details of the change and its effective date. |
| 13.3 | The Party undergoing the change shall ensure that all rights, obligations, and responsibilities under this Agreement are transferred and assumed by the succeeding entity, shareholder, or controlling party. The non-affected Party reserves the right to withhold its consent to such transfer if it reasonably believes that the successor entity or controlling party is unable to fulfil the obligations under this Agreement. |
| 13.4 | Failure by the Party undergoing the change to duly notify the non-affected Party or to ensure the proper transfer of rights and obligations under this Agreement shall constitute a material breach of this Agreement. |
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| 13.5 | This Clause 13 shall be binding upon the Parties and their respective successors, assigns, and legal representatives. |
| 14. | SEVERABILITY |
Any provision of this Agreement which is invalid in respect of any law, regulation or any authority shall be invalid, without invalidating or affecting the remaining provisions of this Agreement.
| 15. | TIME OF THE ESSENCE |
Time is of the essence of this Agreement.
| 16. | NO WAIVER |
Knowledge or acquiescence by any Party of any breach of the terms and conditions of this Agreement shall not be deemed to be a waiver of such terms and conditions, and notwithstanding such knowledge or acquiescence, such party shall be entitled to exercise its rights under this Agreement and to require strict performance by the other Party of the terms and conditions of this Agreement. Waiver of any breach of the terms and conditions of this Agreement or of any right, power, authority, discretion or remedy arising upon a breach of or default under this Agreement, must be in writing and signed by the Party granting the waiver.
| 17. | COUNTERPART |
This Agreement may be signed in any number of counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument.
| 18. | SUPPLEMENTAL AGREEMENT |
This Agreement may be amended by supplemental agreements at any time during the term of this Agreement. Should either party wish to negotiate a matter of this kind, it shall notify the other party in writing of the specific subjects it wishes to negotiate. Unless otherwise agreed to in writing by both Parties, supplemental agreements shall remain in effect for the duration of the Agreement.
| 19. | GOOD FAITH |
In entering into this Agreement, the Parties recognise that it is impracticable to make provisions for every contingency that may arise in the course of the performance of this Agreement. Accordingly, the Parties hereby declare it to be their intention that this Agreement shall operate between them in accordance with the principle of good faith, with fairness and without detriment to the interests of any of them and if in the course of performance of this Agreement unfairness to any Party is disclosed or anticipated or any dispute arises then the Parties shall use their best endeavours (without prior recourse to arbitration or litigation) to agree upon such action as may be necessary and equitable to remove or resolve the cause or causes of the same.
| 20. | ENTIRE AGREEMENT |
This Agreement constitutes the entire agreement between the Parties hereto with respect to the matters dealt with therein and supersedes any previous agreement or understanding between the Parties hereto in relation to such matters.
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This Agreement has been signed as and on behalf of each of the Parties hereto and delivered on the date first above written.
VGL
|
Signed by
For and on behalf of |
) ) ) ) ) |
| Signatory | |
| Name (in full): |
CODETEXT
|
Signed by
For and on behalf of CODETEXT (BVI) LIMITED (Registration No.:) |
) ) ) ) ) |
| Signatory | |
| Name (in full): |
10
Exhibit 10.45
THIS PARTNERSHIP AGREEMENT is entered into on ______________ (“Agreement”)
BETWEEN
| (1) | REVEILLON GROUP LIMITED (BVI Company No. ), a company incorporated in the British Virgin Islands and having its business address (“RG”) |
AND
| (2) | SMART BRIDGE TECHNOLOGIES LIMITED (BVI Company No. ), a company incorporated in the British Virgin Islands and having its business address at (“Smart Bridge”); |
(RG and Smart Bridge are hereinafter collectively referred to as “Parties” and “Party” means any one of them).
WHEREAS:
| (A) | RG is a luxury hospitality and lifestyle company with expertise in designing, developing, and operating premium consumer experiences, loyalty programs, and immersive environments that integrate cultural, commercial, and digital engagement activities across its global hospitality network. |
| (B) | Smart Bridge is a technology company specializing in artificial intelligence (“AI”)-powered automation, enterprise IT solutions, digital transformation, digital asset ecosystems, and advisory services relating to real-world asset (RWA) tokenization and blockchain-enabled financial solutions. |
| (C) | The Parties desire to collaborate to co-develop and operate a comprehensive digital lifestyle ecosystem, temporarily designated as the “X World Rewards System” (“Initiatives”), integrating real-world consumer engagement, digital asset tokenization, and AI-powered analytics to create innovative monetization and engagement opportunities across RG’s global hospitality network. |
NOW THEREFORE in consideration of the mutual promises and covenants herein contained, the Parties hereby agree as follows:
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | For the purposes of this Agreement: |
| “Agreement” | means this Agreement and all amendments, modifications and supplementals thereto from time to time in accordance with the terms herein; | |
| “Confidential Information” | has the meaning ascribed to it in Clause 6.1 of this Agreement; | |
| “Effective Date” | means the date of this Agreement; | |
| “Initiatives” | has the meaning ascribed to it in Recital C; | |
| “Intellectual Property” or “IP” | means all current and future intellectual property rights, whether registered or unregistered, in any jurisdiction, including but not limited to: | |
| (a) patents, patent applications, and invention disclosures; | ||
| (b) copyrights, moral rights, and related rights; | ||
| (c) trademarks, service marks, trade names, logos, brand identities, and domain names; |
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| (d) trade secrets, know-how, technical information, and confidential information; | ||
| (e) designs, industrial designs, and design rights; | ||
| (f) database rights; | ||
| (g) software, code, algorithms, AI models, digital assets, and NFTs; and | ||
| (h) any rights in derivatives, improvements, or modifications of the foregoing. | ||
| “Jointly Developed IP” | has the meaning ascribed to it in Clause 4.2(d) of this Agreement; | |
| “Pre-Existing IP” | has the meaning ascribed to it in Clause 4.1 of this Agreement; and | |
| “Revenue Sharing Schedule” | means the written schedule, methodology, or agreement, as may be updated or supplemented from time to time, that sets out the calculation, allocation, and distribution of all revenues, profits, fees, or other financial benefits generated from the Initiative. |
| 2. | PURPOSE |
| 2.1 | The purpose of this Agreement is to establish the terms and conditions under which the Parties will collaborate on the Initiative, including the design, development, operation, and commercialization of the X World Rewards System, a digital lifestyle ecosystem converting consumer engagement into digital assets across RG’s global hospitality network. |
| 2.2 | The Parties acknowledge that this collaboration aims to integrate digital assets, real-world consumer behavior, and AI-powered analytics to create innovative monetization opportunities, enhance user engagement, and generate both community and commercial value. |
| 3. | SCOPE OF COLLABORATION |
| 3.1 | RG’s responsibilities: |
| (a) | provide access to RG’s global hospitality network to enable consumer engagement and ecosystem integration; |
| (b) | design and implement premium guest experiences, loyalty programs, and immersive digital-physical (“phygital”) interactions; |
| (c) | support commercial activities within the ecosystem, including token utilization, consumer onboarding, and rewards redemption; and |
| (d) | manage marketing, customer engagement and operational coordination across participating venues. |
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| 3.2 | Smart Bridge’s responsibilities: |
| (a) | lead the design, development, and ongoing management of the X World Rewards System platform; |
| (b) | provide AI-powered analytics and tools to enhance consumer engagement and digital asset monetization, including the secure issuance, tokenization and protection of digital assets and associated intellectual property; |
| (c) | facilitate phygital experiences linking digital rewards to real-world interactions; |
| (d) | implement automated token-based monetization mechanisms, including royalties, incentives, and loyalty rewards; and |
| (e) | provide technical support, platform maintenance, and continuous system enhancements. |
| 3.3 | Joint responsibilities: |
| (a) | develop marketing and promotional strategies for the Initiatives; |
| (b) | monitor KPIs, revenue and platform performance; and |
| (c) | ensure legal and regulatory compliance in all jurisdictions of operation. |
| 4. | INTELLECTUAL PROPERTY |
| 4.1 | Ownership of Pre-Existing IP |
| (a) | Each Party retains ownership of its Intellectual Property that existed prior to the Effective Date or was developed independently outside the Initiative (“Pre-Existing IP”). |
| (b) | No rights, licenses, or interests in a Party’s Pre-Existing IP are granted to the other Party except as expressly provided in this Agreement. |
| 4.2 | Ownership of Developed IP |
| (a) | Intellectual Property created solely by Smart Bridge in connection with the X World Rewards System, including platform architecture, AI-powered analytics, digital asset/tokenization mechanisms, smart contracts, phygital experience technology, and related software, shall remain the sole property of Smart Bridge. |
| (b) | Intellectual Property created solely by RG in connection with the X World Rewards System, including branding, consumer experience design, loyalty program concepts, operational processes, and marketing materials, shall remain the sole property of RG. |
| (c) | Intellectual Property developed jointly by the Parties in the course of the Initiative (“Jointly Developed IP”) shall be jointly owned. The Parties shall determine in writing, on a case-by-case basis, the terms governing: |
| (i) | rights to use, license, and commercialize the Jointly Developed IP; |
| (ii) | allocation of revenues from commercialization; |
| (iii) | registration, maintenance, and enforcement responsibilities; |
| (iv) | procedures for resolution of disputes regarding ownership or usage. |
| 4.3 | Licenses |
| (a) | Each Party grants the other a non-exclusive, royalty-free, revocable license to use its Pre-Existing IP solely for the performance of its obligations under this Agreement. |
| (b) | Any license granted under this Section is limited to the duration of the Agreement and does not convey ownership. |
| (c) | Any additional commercial use of a Party’s IP outside the Initiative shall require a separate written license agreement. |
| 4.4 | Trademarks, Branding, and Marketing IP |
| (a) | Each Party retains ownership of its trademarks, logos and branding elements. |
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| (b) | The Parties agree not to use the other Party’s branding or logos without prior written consent, except for promotional materials related to the Initiative, in which case the use must be pre-approved. |
| (c) | Any co-branded materials shall clearly identify the respective ownership of the Parties’ IP. |
| 4.5 | Protection and Enforcement |
| (a) | The Parties agree to promptly notify each other of any infringement, misappropriation, or unauthorized use of their respective IP related to the Initiative. |
| (b) | Each Party shall have the first right, but not the obligation, to enforce its own IP rights. Costs of enforcement shall be allocated according to mutual agreement or as specified in the Joint IP Agreement for jointly owned IP. |
| (c) | The Parties shall cooperate in any reasonable enforcement action, including providing evidence, testimony or technical support. |
| 4.6 | Moral Rights and Attribution |
| (a) | Each Party agrees to respect the moral rights of creators and other contributors to content or technology developed under the Initiative. |
| (b) | Attribution shall be provided where appropriate, and neither Party shall remove or obscure authorship or branding without consent. |
| 4.7 | IP Warranties and Indemnification |
| (a) | Each Party warrants that, to the best of its knowledge, any IP it contributes or licenses under this Agreement does not infringe third-party rights. |
| (b) | Each Party shall indemnify the other against claims arising from infringement of third-party IP related to its own Pre-Existing IP or contributions. |
| 4.8 | Survival |
The provisions of this Section 4 shall survive the expiration or termination of this Agreement for any reason.
| 5. | FINANCIAL ARRANGEMENTS |
| 5.1 | Each Party shall bear its own costs unless otherwise agreed. |
| 5.2 | Revenue generated from the Initiative shall be shared according to a Revenue Sharing Schedule, to be agreed separately. |
| 5.3 | The Parties may establish joint accounts or wallets for managing shared revenues. |
| 5.4 | All payments under this Agreement shall be made in United States Dollars (USD), unless otherwise agreed in writing by the Parties, and shall be subject to applicable taxes, duties, or withholding requirements in the relevant jurisdictions. |
| 6. | TERM |
| 6.1 | The term of this Agreement shall commence on the date of this Agreement and shall continue for a period of two (2) years (“Term”), unless otherwise terminated in accordance with Clause 6.2 below. |
| 6.2 | Either party herein may terminate this Engagement Letter at any time by providing sixty (60) days’ prior written notice to the other party. |
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| 7. | CONFIDENTIAL INFORMATION |
| 7.1 | “Confidential Information” shall mean: |
| 7.1.1 | any information, materials, records and/or documents which is disclosed by or on behalf of either Party in relation to the transaction or the business or operations of either Party or its affiliates, regardless of form in which such information was communicated or maintained, whether in written, electronic or machine readable form or orally, whether or not such information is specifically identified or designated as proprietary or confidential of the Parties or its affiliates, including but not limited to specifications, data, know-how, formulae, compositions, processes, designs, intellectual property, sketches, photographs, graphs, drawings, diagrams, artwork, videos, inventions and ideas, agreements, documents, analyses, reports, business plans, studies, notes, projections, compilations, marketing information, research and development, manufacturing or distribution methods and processes, customer lists, price lists, customer requirements, trade secrets or information which is capable of protection at law or equity as confidential information, any information derived or produced partly or wholly from or that reflects the above information (including any notes, reports, analyses, compilations, studies, files or other documents or materials) and/or other materials that contain information which is of commercial, economical, technical and/or business value because of its nature, whether the information was disclosed on or after the date of this Agreement; |
| 7.1.2 | without limitation (i) the fact that both the Parties have entered into this Agreement or that Confidential Information has been made available to both Parties; (ii) any information relating to the Parties or its affiliates, including without limitation information relating to the Parties or its affiliates’ marketing and operational data and strategies; (iii) any information relating to the Parties’ businesses; and (iv) any information relating to the object and scope of any potential or actual business relationship between the Parties. |
| 7.2 | The non-disclosure obligations of the Parties shall not apply to information that: |
| 7.2.1 | is or becomes a part of the public domain without breach of this Agreement and through no act or omission of the Parties or its affiliates; |
| 7.2.2 | has been independently developed by the Parties or its affiliates through the efforts of their employees or agents who have not had access to the Confidential Information; |
| 7.2.3 | can be reasonably demonstrated to have been disclosed or made available to the Parties or its affiliates on a non-confidential basis by a third-party having a right to do so and who did not, directly or indirectly, receive the Confidential Information through a party who discloses the same in breach of its own confidentiality obligation; |
| 7.2.4 | is required to be disclosed by order of a court or arbitration tribunal of competent jurisdiction, provided that so far as permissible under the law, the Party or its affiliate shall have immediately notified the other Party in writing prior to the disclosure so as to enable the Party and its affiliates to seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. Both Parties shall also cooperate in seeking and utilizing any such protective order or other remedy. The Parties shall not affect any disclosure that is more extensive than that required by such order of a court or arbitration tribunal and shall take all reasonable actions to seek confidential treatment of the Confidential Information disclosed; and |
| 7.2.5 | disclosure has been authorized with the prior written approval of the Parties , |
Provided always that the foregoing exceptions shall not apply to information relating to any combination of features or any combination of items of information merely because information relating to one or more of the relevant individual features or one or more of the relevant items (but not the combination itself) falls within any one or more of such exceptions.
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| 8. | RETURN OF CONFIDENTIAL INFORMATION |
Upon receipt of a written request at any time from the Party, the other Party shall, at its sole and absolute discretion: (i) promptly deliver to the Party all documents and materials containing Confidential Information; or (ii) promptly destroy, and procure that its affiliates destroy, all documents and materials containing Confidential Information.
| 9. | REPRESENTATIONS AND WARRANTIES |
| 9.1 | Each Party represents that it has the legal authority to enter into this Agreement and perform its obligations. |
| 9.2 | Each Party warrants that the performance of its obligations under this Agreement will not infringe the rights of any third party. |
| 10. | INDEMNITY |
Both Parties agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.
| 11. | COMPLIANCE |
| 11.1 | Under this Agreement, the Parties shall strictly comply with all applicable laws, codes and regulations, and specifically with any personal data protection, health, safety and environmental laws, ordinances, codes and regulations of any jurisdiction where this Agreement may be performed. |
| 11.2 | For the avoidance of doubt, the Parties shall comply, and shall ensure that each of its principals, owners, shareholders, officers, directors, employees and agents complies, with all applicable anti-bribery and corruption laws in any business dealings and activities undertaken in connection with this Agreement. |
| 12. | SEVERABILITY |
In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue to be in full force and effect as valid and enforceable.
| 13. | NO WAIVER, VARIATION AND ASSIGNMENT |
| 13.1 | No variation to, or assignment of, this Agreement shall be effective without the prior written consent of all Parties. |
| 13.2 | Any waiver of any breach of this Agreement shall not be deemed to apply to any succeeding breach of the provision or of any other provision of this Agreement. |
| 13.3 | No failure to exercise and no delay in exercising on the part of any of the Parties hereto any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. |
| 14. | ENTIRE AGREEMENT |
| The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that either of the Party desires to change, add or otherwise modify any terms, the Party shall notify and with written consent from the other Party of such intention to change, add or otherwise modify of this Agreement. |
| 15. | LEGAL AND BINDING AGREEMENT |
| Except as otherwise expressly provided in this Agreement, the rights and obligations of the Parties under Clauses 4, 5, 6, 7, 8, 9 and 10 shall survive the expiration or termination of this Agreement for any reason. |
| 16. | JURISDICTION |
| This Agreement and all matters arising from or connected with it shall be governed by, construed and interpreted under the laws of Malaysia. |
| 17. | COUNTERPARTS |
| This Agreement may be executed and delivered (including by facsimile transmission) in several counterparts, each of which when so executed and delivered will be deemed to be an original copy of the same document. |
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, each by its duly authorized representative, as of the date first above written.
| Signed by | |
| For and on behalf of | |
| REVEILLON GROUP LIMITED | |
| Name: | |
| Designation: | |
| Signed by | |
| For and on behalf of | |
| SMART BRIDGE TECNOLOGIES LIMITED | |
| Name: | |
| Designation: |
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Exhibit 10.46
THIS PARTNERSHIP AGREEMENT is entered into on November 2025 (“Agreement”)
BETWEEN
| (1) | VCI GLOBAL LIMITED (BVI Company No. 2035574) a company having its business address at Suite 33.03, Level 33, Menara Exchange, 106, Lingkaran TRX, 55188 Kuala Lumpur, Malaysia. |
AND
| (2) | OOBIT TECHNOLOGIES PTE LTD. (Company No. ), a company incorporated in and having its business address at (“OOBIT”). |
(VCIG and OOBIT are hereinafter collectively referred to as “Parties” and “Party” means any one of them).
RECITALS:
| (A) | OOBIT is the developer of OOBIT platform, a next-generation digital payments and remittance platform currently under development, which is intended to integrate blockchain technology into everyday financial activity. |
| (B) | The OOB Token, is intended to function as a utility and incentive token within the OOBIT ecosystem upon its launch, with the objective of supporting platform functionality, user engagement, and ecosystem participation. |
| (C) | VCIG possesses relevant expertise, resources and strategic capabilities that may support the growth, adoption, and treasury-related initiatives of the OOBIT ecosystem. |
| (D) | The Parties agree that this Agreement shall act as a foundation in establishing a relationship between the Parties subject to the conditions mutually agreed between the Parties in any subsequent definitive agreement. |
NOW THEREFORE in consideration of the mutual promises and covenants herein contained, the Parties hereby agree as follows:
| 1. | PURPOSE OF THE PARTNERSHIP |
| 1.1 | The purpose of this Agreement is to outline the general principles and intentions governing a potential partnership between the Parties in connection with: |
| (a) | the OOBIT platform; |
| (b) | the OOB Token; and |
| (c) | related commercial, technical, treasury, and ecosystem initiatives. |
| 1.2 | This Agreement is intended to provide a framework for cooperation and does not obligate either Party to enter into any specific transaction unless expressly agreed in a subsequent definitive agreement. |
| 2. | OOB TOKEN AND OOBIT PLATFORM OVERVIEW |
| 2.1 | The Parties acknowledge that the OOB Token is designed as a utility token within the OOBIT ecosystem upon its launch. |
| 2.2 | The OOBIT platform includes, without limitation, the following key capabilities: |
| (a) | tap-to-pay crypto transactions across merchant point-of-sale systems; |
| (b) | low-cost cross-border remittance with near-instant settlement; |
| (c) | loyalty, incentives, and rewards enabled through OOB Token utility; and |
| (d) | multi-chain interoperability bridging traditional financial systems and decentralized ecosystems. |
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| 2.3 | Nothing in this Agreement shall be construed as creating any ownership rights, securities interests or guarantees with respect to the OOBIT Platform. |
| 3. | SCOPE OF COLLABORATION |
| 3.1 | The Parties may, subject to mutual agreement, explore collaboration in areas including but not limited to: |
| (a) | strategic partnership initiatives; |
| (b) | treasury management concepts and structures; |
| (c) | ecosystem growth, adoption, and market expansion; |
| (d) | token utility enhancement and incentive design; and |
| (e) | commercial, technical, or operational cooperation. |
| 3.2 | The Parties shall make their best efforts to collaborate closely and foster a mutually beneficial working relationships for the purpose of pursuing joint business opportunities and projects of mutual interest. |
| 3.3 | The Parties shall work together in good faith, pooling their respective strengths, resources, and expertise to optimize the effectiveness and success of the collaboration. Each Party shall contribute its unique capabilities, industry knowledge, and networks as may be appropriate for specific projects or opportunities identified under this partnership framework. |
| 3.4 | The objective of the Parties in this Agreement includes, but not limited to, the following: |
| (a) | leveraging of strengths and resources for mutual benefit; |
| (b) | sharing of knowledge and expertise; |
| (c) | further development of their respective resources; |
| (d) | tendering for contracts or awards; |
| (e) | where mutually identified and on agreed terms, the exploitation of economic opportunities; and |
| (f) | such other objectives as the Parties may mutually agree from time to time |
| 3.5 | The scope, terms and conditions of any such collaboration shall be set out in one or more definitive agreements to be negotiated in good faith. |
| 4. | NO LEGAL PARTNERSHIP OR AGENCY |
Nothing in this Agreement shall be deemed to create a legal partnership or joint venture; an agency, fiduciary or employment relationship; or any authority for one Party to bind the other.
| 5. | CONFIDENTIAL INFORMATION EXCEPTIONS |
| 5.1 | “Confidential Information” shall mean: |
| 5.1.1 | any information, materials, records and/or documents which is disclosed by or on behalf of either Party in relation to the transaction or the business or operations of either Party or its affiliates, regardless of form in which such information was communicated or maintained, whether in written, electronic or machine readable form or orally, whether or not such information is specifically identified or designated as proprietary or confidential of the Parties or its affiliates, including but not limited to specifications, data, know-how, formulae, compositions, processes, designs, intellectual property, sketches, photographs, graphs, drawings, diagrams, artwork, videos, inventions and ideas, agreements, documents, analyses, reports, business plans, studies, notes, projections, compilations, marketing information, research and development, manufacturing or distribution methods and processes, customer lists, price lists, customer requirements, trade secrets or information which is capable of protection at law or equity as confidential information, any information derived or produced partly or wholly from or that reflects the above information (including any notes, reports, analyses, compilations, studies, files or other documents or materials) and/or other materials that contain information which is of commercial, economical, technical and/or business value because of its nature, whether the information was disclosed on or after the date of this Agreement; |
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| 5.1.2 | without limitation (i) the fact that both the Parties have entered into this Agreement or that Confidential Information has been made available to both Parties; (ii) any information relating to the Parties or its affiliates, including without limitation information relating to the Parties or its affiliates’ marketing and operational data and strategies; (iii) any information relating to the Parties’ businesses; and (iv) any information relating to the object and scope of any potential or actual business relationship between the Parties. |
| 5.2 | The non-disclosure obligations of the Parties shall not apply to information that: |
| 5.2.1 | is or becomes a part of the public domain without breach of this Agreement and through no act or omission of the Parties or its affiliates; |
| 5.2.2 | has been independently developed by the Parties or its affiliates through the efforts of their employees or agents who have not had access to the Confidential Information; |
| 5.2.3 | can be reasonably demonstrated to have been disclosed or made available to the Parties or its affiliates on a non-confidential basis by a third-party having a right to do so and who did not, directly or indirectly, receive the Confidential Information through a party who discloses the same in breach of its own confidentiality obligation; |
| 5.2.4 | is required to be disclosed by order of a court or arbitration tribunal of competent jurisdiction, provided that so far as permissible under the law, the Party or its affiliate shall have immediately notified the other Party in writing prior to the disclosure so as to enable the Party and its affiliates to seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. Both Parties shall also cooperate in seeking and utilizing any such protective order or other remedy. The Parties shall not affect any disclosure that is more extensive than that required by such order of a court or arbitration tribunal and shall take all reasonable actions to seek confidential treatment of the Confidential Information disclosed; and |
| 5.2.5 | disclosure has been authorized with the prior written approval of the Parties , |
Provided always that the foregoing exceptions shall not apply to information relating to any combination of features or any combination of items of information merely because information relating to one or more of the relevant individual features or one or more of the relevant items (but not the combination itself) falls within any one or more of such exceptions.
| 6. | RETURN OF CONFIDENTIAL INFORMATION |
Upon receipt of a written request at any time from the Party, the other Party shall, at its sole and absolute discretion: (i) promptly deliver to the Party all documents and materials containing Confidential Information; or (ii) promptly destroy, and procure that its affiliates destroy, all documents and materials containing Confidential Information.
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| 7. | REPRESENTATIONS AND WARRANTIES |
Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the right of any third party or violate any other agreement between the Parties, individually, and any other person, organization, or business or law or governmental regulation.
| 8. | COMPLIANCE |
| 8.1 | Under this Agreement, the Parties shall strictly comply with all applicable laws, codes and regulations, and specifically with any personal data protection, health, safety and environmental laws, ordinances, codes and regulations of any jurisdiction where this Agreement may be performed. |
| 8.2 | For the avoidance of doubt, the Parties shall comply, and shall ensure that each of its principals, owners, shareholders, officers, directors, employees and agents complies, with all applicable anti-bribery and corruption laws in any business dealings and activities undertaken in connection with this Agreement. |
| 9. | SEVERABILITY |
In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue to be in full force and effect as valid and enforceable.
| 10. | NO WAIVER, VARIATION AND ASSIGNMENT |
| 10.1 | No variation to, or assignment of, this Agreement shall be effective without the prior written consent of all Parties. |
| 10.2 | Any waiver of any breach of this Agreement shall not be deemed to apply to any succeeding breach of the provision or of any other provision of this Agreement. |
| 10.3 | No failure to exercise and no delay in exercising on the part of any of the Parties hereto any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. |
| 11. | ENTIRE AGREEMENT |
This Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that either of the Party desires to change, add or otherwise modify any terms, the Party shall notify and with written consent from the other Party of such intention to change, add or otherwise modify of this Agreement.
| 12. | JURISDICTION |
This Agreement and all matters arising from or connected with it shall be governed by, construed and interpreted under the laws of Malaysia.
| 13. | COUNTERPARTS |
This Agreement may be executed and delivered (including by facsimile transmission) in several counterparts, each of which when so executed and delivered will be deemed to be an original copy of the same document.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, each by its duly authorized representative, as of the date first above written.
Signed by
For and on behalf of
VCI GLOBAL LIMITED
| Name: | |
| Designation: |
Signed by
For and on behalf of
OOBIT TECHNOLOGIES PTE LTD.
| Name: | |
| Designation: |
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Exhibit 10.47
S2MA CAPITAL LIMITED
Date: 10 November 2025
|
VCI GLOBAL LIMITED Suite 33.03, Level 33, Menara Exchange, 106, Lingkaran TRX, 55188 Kuala Lumpur, Malaysia |
Dear Sirs,
APPOINTMENT OF VCI GLOBAL LIMITED AS TREASURY MANAGER FOR THE OOB DIGITAL-ASSET ECOSYSTEM
We are pleased to confirm the appointment of VCI Global Limited (“VCI Global”) as the Treasury Manager of OOB Foundation, which is in partnership with OOB, effective 11 November 2025.
As Treasury Manager, VCI Global shall have the following responsibilities and authority:
| 1. | Management of OOB Tokens |
| (a) | Hold, oversee and manage OOB Tokens in accordance with OOB’s treasury policies and investment guidelines. |
| (b) | Implement investment strategies, risk management measures and operational controls in the best interest of OOB. |
| 2. | Scope of Work |
VCI Global’s scope of work shall include, but is not limited to:
| (a) | Strategic oversight of OOB Tokens and associated treasury activities; |
| (b) | Execution of investment strategies approved by OOB; |
| (c) | Monitoring token performance, liquidity and associated risks; |
| (d) | Coordination with OOB on strategic decisions related to token allocation, staking or other treasury initiatives; |
| (e) | Ensuring compliance with OOB’s policies, procedures and reporting requirements. |
| 3. | Reporting |
VCI Global shall provide OOB with reports regarding OOB Token holdings, performance, and associated risks as and when requested.
| 4. | Term and Termination |
| (a) | This appointment shall continue until terminated earlier by mutual written agreement of the parties. |
| (b) | Either party may terminate this appointment with 30 days’ written notice, or immediately upon material breach of duties. |
| 5. | Compensation |
VCI Global shall be entitled to compensation as mutually agreed in writing between the Parties.
| 6. | Confidentiality |
| (a) | VCI Global shall maintain the confidentiality of all information, documents, and data received from OOB in connection with this appointment and shall not disclose such information to any third party without OB’s prior written consent, except as required by law or regulatory authority. |
| (b) | The obligations under this clause shall survive the termination or expiration of this appointment. |
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S2MA CAPITAL LIMITED
| 7. | Variation |
Any variation, amendment, or modification of this appointment must be made in writing and signed by both Parties to be effective.
| 8. | Governing Law and Jurisdiction |
| (a) | This appointment shall be governed by and construed in accordance with the laws of Malaysia. |
| (b) | Any dispute arising out of or in connection with this appointment shall be submitted to the exclusive jurisdiction of the courts of Malaysia. |
| 9. | Notices |
Any notice, request or communication required under this appointment shall be in writing and sent to the addresses above or to such other addresses as either Party may notify in writing.
| 10. | Entire Agreement |
This appointment constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior agreements, understandings, or oral.
Please signify your acceptance of this appointment by signing and returning a copy of this letter.
We look forward to a successful collaboration.
| Sincerely, | |
| For and on behalf of | |
| OOBIT FOUNDATION (S2MA CAPITAL LIMITED) | |
| Name: | |
| Designation: |
ACKNOWLEDGEMENT AND ACCEPTANCE
We, the undersigned, hereby acknowledge receipt of this letter and hereby signify our agreement with the terms set out in this letter.
| For and on behalf of | |
| VCI GLOBAL LIMITED | |
| Name: | |
| Designation: |
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Exhibit 10.48
1 December 2025
Dear Sirs,
ENGAGEMENT AS ADVISOR IN CONNECTION WITH THE PROPOSED GOLD TOKENISATION EXERCISE, POST-ISSUANCE ADVISORY, AND ASSET SERVICING OF BRIDGE GOLD (“PROPOSED EXERCISE”)
| 1. | INTRODUCTION |
| 1.1 | We refer to the above matter. |
| 1.2 | We, Smart Bridge Technologies Limited (BVI Company No.: 2148397) (“Advisor”), thank you for the opportunity to act as your advisor in connection with the Proposed Exercise. This letter sets out the terms and conditions of our engagement as your advisor in connection with the Proposed Exercise (“Engagement Letter”). |
| 1.3 | Bridge Gold (provisional designation) is an institutional-grade, physical gold-backed stablecoin (“Bridge Gold”), where each token represents independently verified gold bars, intended to facilitate multi-currency settlements, cross-border payments, treasury operations, and global institutional use. |
| 1.4 | For the avoidance of doubt, references in this Engagement Letter to “Bridge Gold” and the “Company” shall be deemed to refer to each other. Unless the context otherwise requires, any rights, obligations, representations, or covenants attributed to either Bridge Gold or the Company shall be deemed to apply equally to the other. |
| 1.5 | The physical gold underlying the Proposed Exercise shall consist of investment-grade gold with 99.99 per cent purity (999.9 fine), be securely stored in regulated and independently audited vaults located in Singapore and Switzerland, and comply with applicable laws and recognised industry standards (“Gold Specifications and Criteria”). |
| 1.6 | The Proposed Exercise carries a gross mandate value of USD 200,000,000 in accordance with the intended allocation set out in Appendix A herein (“Allocation Schedule”). |
| 2. | SCOPE OF WORK |
| 2.1 | The Advisor’s proposed scope of work in connection with the Proposed Exercise (“Agreed Scope of Work”) shall be as set out in Appendix B attached hereto. |
| 2.2 | As part of the Agreed Scope of Work, the Advisor shall also assist the Company in sourcing funding or financing for the acquisition of physical gold underlying the Proposed Exercise, including by identifying and introducing potential investors, lenders, or other capital providers (“Capital Partners”). |
| 2.3 | For the avoidance of doubt, the Agreed Scope of Work is provided on a best-efforts, advisory, and coordination basis. The Advisor shall not be responsible for, nor guarantee, any regulatory approval, token issuance or listing outcome, commercial success, market performance, valuation, trading volume, investor participation, or third-party deliverables. All implementation, compliance, approvals, and execution obligations remain solely with the Company and such third-party service providers as the Company may appoint. |
| 3. | FEES |
| 3.1 | In consideration of the Agreed Scope of Work, the Company shall pay the Advisor: |
| (a) | a sum equal to USD 30,000,000 (exclusive of applicable taxes and disbursements) (“Cash Fee”), in accordance with the milestone payment schedule set out in Appendix C herein (“Milestone Payment Schedule”); |
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| (b) | a success fee equal to three percent (3%) of the total aggregate supply of Bridge Gold tokens (“BGD Tokens”) minted during the Term of this Agreement (“Success Fee”); and |
| (c) | an asset servicing advisory fee equal to zero point five percent (0.5%) per annum by way of cash, calculated by reference to the value of the physical gold reserves held in vault as at the last business day of each calendar quarter, and payable quarterly in arrears. |
| 3.2 | For the avoidance of doubt, the Success Fee shall be: |
| (a) | deemed fully earned upon the successful verification and allocation of physical gold in the designated vault, followed by the corresponding minting of BGD Tokens on the blockchain ledger; |
| (b) | subject to a thirty-six (36) month linear vesting schedule, commencing from the date of the initial token generation event (“TGE”) (“Vesting Schedule”); and |
| (c) | subject to a six (6) month cliff, commencing from the date of the initial TGE. During the cliff, no tokens shall be transferable to the Advisor. Upon expiration of the cliff, the six (6) month accumulated Success Fee shall be released to the Advisor’s designated wallet. Thereafter, the remainder of the Success Fee shall be released and transferred to the Advisor on a monthly basis in accordance with the Vesting Schedule. |
| 3.3 | Unless specifically indicated otherwise herein, our services charges exclude disbursements and taxes, e.g. travelling and accommodation expenses and any other out-of-pocket expenses, including but not limited to dispatches, telephone calls, photocopying, correspondences and other customary expenses. |
| 3.4 | The above fees are subject to adjustment if it transpires in the course of the Proposed Exercise that we are required to undertake further work outside that which has been envisaged and set out above, if there is a duplicity of work as a result of the Proposed Exercise having been suspended and resumed at a later date, or if we are required to undertake further work outside that envisaged scope of work or otherwise agreed in writing, especially if we encounter unusually complex issues that are outside the ordinary course. |
| 3.5 | Smart Bridge will consult in writing with the Company / Bridge Gold before any charges or claims for out-of-pocket expenses or exceptional or other additional costs which Smart Bridge may incur from time to time, in addition to the Fees set out in Section 3.1 above. All such out-of-pocket expenses or any exceptional or additional costs incurred by Smart Bridge will be justified to the Company with valid and relevant reasons to the satisfaction of the Company. |
| 4. | TERM |
| 4.1 | The term of this Engagement Letter shall commence on the date of this Engagement Letter and shall continue for a period of three (3) years (“Term”), unless otherwise terminated in accordance with Section 5 herein. |
| 5. | TERMINATION |
| 5.1 | Either party herein may terminate this Engagement Letter at any time by providing sixty (60) days’ prior written notice to the other party. Upon such termination, the parties shall be released from any future performance obligations except as regards rights and liabilities which have already accrued, including the Company’s obligation to pay or deliver the Advisor all its fees chargeable and any vested portion of the Success Fee outstanding up to and including the termination effective date. |
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| 5.2 | The expiry of Term or termination of this Engagement Letter shall not affect the Advisor’s entitlement to any vested portion of the Success Fee. For the avoidance of doubt, vesting shall cease on the termination effective date, but portion vested prior to that date shall remain owing and deliverable. |
| 5.3 | The termination of this Engagement Letter shall not unwind vesting that has already occurred, and the Cash Fee, once earned, shall be non-refundable. |
| 6. | PAYMENT |
| 6.1 | Unless otherwise provided, all fees shall be due and payable within fourteen (14) days of the date of Smart Bridge’s invoice provided. Should any of Smart Bridge’s invoices remain unpaid after fourteen (14) days of its issuance, Smart Bridge shall be entitled to charge interest at the rate of one per centum (1%) per month calculated on a daily basis on any amount outstanding. Any indulgence granted by Smart Bridge in respect of the fees due and payable herein should not constitute a waiver of or prejudice against Smart Bridge’s rights thereto unless a waiver in writing has been duly granted by Smart Bridge in favor of the Company. |
| 6.2 | Unless otherwise agreed in writing, all fees due and payable by the Company under this engagement shall be paid in full, and in the currency mutually agreed upon, and free of and without any deduction or withholding for any current or future taxes, levies, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made. |
| 6.3 | Any payment(s) to Smart Bridge shall be deposited to bank account designated by Smart Bridge. There will be no services taxes charged if fees are paid to the a USD account. |
| 7. | SURVIVAL |
| 7.1 | Sections 3, 6, 8 and 9 shall survive the termination of this Engagement Letter. |
| 8. | LIMITATION OF LIABILITY AND INDEMNITY |
| 8.1 | The Company agrees to indemnify and hold Smart Bridge harmless from and against any and all claims, actions, demands, proceedings, liabilities or judgments and any and all losses, damages, costs, charges and expenses (including legal fees and expenses) arising from or in connection with Smart Bridge’s services to the Company in this Engagement Letter for the Proposed Exercise, except to the extent they have resulted directly and solely from Smart Bridge’s willful default or gross negligence. This clause is applicable to the extent permitted by law. |
| 8.2 | The above limitation on liability and indemnity shall apply: |
| (a) | to Smart Bridge as a company, as well as to Smart Bridge’s directors, associates and other employees handling or otherwise providing services in connection with the Proposed Exercise; and |
| (b) | regardless of the form of action, loss, damage, claim, liability, cost or expense, and whether the cause of action lies in contract, statute, tort or otherwise. |
| 8.3 | Smart Bridge will not be liable for the acts, defaults or omissions of any third party, including that of any agents or sub-contractors. |
| 8.4 | In all cases, Smart Bridge’s liability, if any, will be limited only to the direct loss suffered by the Company, our client and, even then, only to the extent that such loss was reasonably foreseeable and is caused by Smart Bridge’s direct, act, default or omission. |
| 8.5 | For avoidance of doubt, the right of third party to claim under any causes of action in relation to this engagement is specifically excluded. |
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| 8.6 | In the regrettable event that a claim is brought against Smart Bridge or any of Smart Bridge’s staff based on any negligence or misconduct alleged on the Company’s part, or if Smart Bridge has to testify as witnesses because of Smart Bridge’s engagement for the Proposed Exercise, or if Smart Bridge is required to defend the confidentiality of Smart Bridge’s communications in any proceeding, the Company agrees to pay Smart Bridge for its fee charges and disbursements in accordance with the terms stated above, even if this engagement has ended by that time. |
| 8.7 | Without prejudice to anything herein, the Company shall not make any claim or commence any legal proceedings against Smart Bridge in respect of any loss incurred or suffered arising from or in connection with Smart Bridge’s services to the Company in this Engagement Letter for which Smart Bridge is liable to the Company, more than one (1) year after the later of (i) the date when the event causing such loss occurred; and (ii) the date of such transaction. Any liability of Smart Bridge to the Company in respect of any such loss shall be limited to the sum equivalent to the prevailing sum of the services charges paid to Smart Bridge by the Company. |
| 9. | NON-DISCLOSURE OF CONFIDENTIAL INFORMATION |
| 9.1 | Neither party shall divulge or communicate to any person or use or exploit for any purpose whatsoever any of the existence of this Engagement Letter, trade secrets or confidential knowledge or information or any legal, financial or trading information relating to the other party, which the relevant party may receive or obtain as a result of entering into this Engagement Letter, and shall prevent its agents, officers, servants, representatives and/or employees from so acting unless: |
| (a) | such disclosure is required by any written law to any regulatory, enforcement or governmental body to which it is subject to; |
| (b) | such disclosure is required by any court of competent jurisdiction or any government, regulatory, or administrative body |
| (c) | it considers it necessary to disclose the information to its professional advisers, advocates and solicitors, attorneys at law, auditors and bankers, provided that it does so on a confidential basis; |
| (d) | the information has come into the public domain through no fault of that party; or |
| (e) | written consent from the disclosing party has been obtained. |
| 9.2 | Each party agrees to the other party that it will take all reasonable measures to maintain the confidentiality of any of the trade secrets or confidential knowledge or information or any legal, financial or trading information relating to the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. In any event, such measures shall not be less than the reasonable measures adopted by a reasonable business of the similar nature of the relevant party. |
| 9.3 | Each party agrees that the trade secrets or confidential knowledge or information or any legal, financial or trading information shall only be disclosed to its agents, officers, servants, representatives and/or employees on an “need to know” basis whereby the party warrants and undertakes to ensure that the party’s agents, officers, servants, representatives and/or employees shall be bound by the confidentiality obligations of the party as contemplated herein. |
| 9.4 | Save as disclosure permitted by this Engagement Letter, the parties agree not to disclose the terms of this Engagement Letter, without the prior written permission of the other party. |
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| 10. | SUCCESSORS |
| 10.1 | This Engagement Letter shall be binding upon and inure for the benefit of each party permitted assigns and/or successors-in title. No party shall without the written consent from the other party, assign any rights, remedies and/or rights of this Engagement Letter to any third party whereby consent by the other party shall not be unreasonably withheld. |
| 11. | FORCE MAJEURE |
| 11.1 | Neither party shall be in breach of its obligations under this Engagement Letter if it is unable to perform or fulfil any of its obligations under this Engagement Letter as a result of the occurrence of acts of God, fire, explosions, strikes, lockouts, riots, civil commotions, mobilizations threat or existence of war, blockades, embargoes, uncontrolled spread of contagious diseases, pandemics, epidemics, acts of authorities concerned or from any other causes beyond the reasonable control of a party which affects the performance of this Engagement Letter (“Force Majeure Event”). |
| 11.2 | If a Force Majeure Event occurs by reason of which a party is unable to perform any of its obligations under this Engagement Letter, that party shall notify the other party as soon as practicable of the occurrence of the Force Majeure Event and take all reasonable measures to mitigate any delay or interruption to its obligations. |
| 11.3 | Notwithstanding anything in this Engagement Letter, the time for performance of this Engagement Letter shall be extended by a period equivalent to the time lost as a result of such delay, plus such reasonable scheduled recovery time as the parties agree to be reasonable in light of the circumstances surrounding such event of delay. |
| 11.4 | If a party considers the Force Majeure Event to be of such severity or to be continuing for such period that the affected Party is unable to perform any of its obligations under this Engagement Letter, this Engagement Letter may be terminated by mutual agreement of both parties. |
| 11.5 | Neither party shall be entitled to rely upon the provisions of Section 11.4 above if one party reasonably determined that Force Majeure Event has not occurred. If the any the other party does not agree that a Force Majeure Event has occurred, the dispute may be referred to a court of competent jurisdiction. |
| 11.6 | For the avoidance of doubt, the parties shall continue to perform those parts of their obligations not affected, delayed or interrupted by a Force Majeure Event and such obligations shall, pending the outcome of Section 11.5, continue in full force and effect. |
| 12. | NO GUARANTEE |
| 12.1 | The parties hereto acknowledge and agree that performance of Smart Bridge’s services will depend on performance by the Company, Smart Bridge cannot warrant or guarantee performance, effectiveness, results and/or completion of the Proposed Exercise as set out in this Engagement Letter. The Company further acknowledge that the performance of Smart Bridge’s services is subject to, amongst others: (i) the conduct, response, decision, and approval of engaged third party professionals, regulatory and governmental authorities, and (ii) any changes in regulations and policies. Rather, Smart Bridge shall conduct its operations and provide its services in a professional manner and in accordance with good industry practice. |
| 13. | PUBLICITY AND ADVERTISING |
| 13.1 | The parties hereto agree that Smart Bridge and its holding company may use the Company’s name, picture or likeness for any advertising, marketing, publicity and general business purposes at any time and may continue to use such materials after the term of this Engagement Letter. The use of the Company’s name, picture or likeliness shall not be deemed to result in any invasion of their property right, and the Company shall receive no additional consideration if the Company’s name, picture or likeness is so used. Besides, Smart Bridge shall be entitled, without the prior approval of the Company, to make any press release or required filings with any blockchain network, digital asset trading platform, exchange, or relevant regulatory authority as is required by applicable law and regulations. |
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| 14. | GOVERNING LAW AND DISPUTE RESOLUTION |
| 14.1 | This Agreement shall be governed by and construed and enforced in accordance with the laws of Malaysia. |
| 14.2 | Any dispute, controversy or claim arising out of or in relation to this Agreement including any breach of any terms of this Agreement shall be resolved, insofar as it is possible, by mutual consultation between the Parties. |
| 14.3 | In the event that no settlement is capable to be reached by the Parties, all disputes arising out of or in connection with this Agreement, including any question relating to its existence, validity or termination, shall be resolved by the courts of Malaysia. |
| 15. | ACCEPTANCE OF THE TERMS AND CONDITIONS OF OUR ENGAGEMENT LETTER |
| 15.1 | The Engagement Letter supersedes all prior agreements, arrangements, understandings, and undertakings between you and us, and constitutes the entire agreement between the parties. You acknowledge that no representations or promises have been made to you other than those stated in this Engagement Letter, and that the only representations or promises that you are relying on for purposes of this engagement, are set out in this Engagement Letter. This Engagement Letter may be modified only by a subsequent agreement that we will both have to execute in writing. |
| 15.2 | If you agree with the terms of our engagement as set out in this Engagement Letter, please sign the acceptance portion below and return the duplicate copy of this letter to us. In any event, the terms set out in this Engagement Letter shall be deemed to have been accepted by you upon our subsequent receipt from you or your agents of any instructions, oral or written, in connection with the Proposed Exercise. |
Thank you.
| Yours faithfully, | ||
| For and behalf of | ||
| SMART BRIDGE TECHNOLOGIES LIMITED | ||
| Chief Executive Officer | ||
| Accepted and agreed by: | ||
| Name: |
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APPENDIX A
Allocation Schedule
(Section 1.6)
The Allocation Schedule is set out below.
| Category | Allocation | |||
| Gold reserve acquisition | ||||
| - direct asset backing (1:1 ratio) | USD | 120,000,000 | ||
| Ecosystem and operational fund | ||||
| - Fund for third-party service providers (audit, insurance, vault, liquidity, compliance) | USD | 50,000,000 | ||
| Advisor’s Cash Fee | ||||
| - In consideration of Agreed Scope of Work | USD | 30,000,000 | ||
| Total | USD | 200,000,000 | ||
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APPENDIX B
Agreed Scope of Work
(Section 2.1)
The Advisor’s Agreed Scope of Work is set out below.
| (a) | Jurisdictional and Entity Structuring |
| (i) | advise on suitable jurisdictions and entity structures for a proposed gold-backed digital asset ecosystem; |
| (ii) | provide structuring considerations and recommendations; |
| (iii) | advise on internal governance practices, including board composition and management oversight; and |
| (iv) | provide high-level guidance on regulatory considerations relevant to gold-backed tokenisation, such as anti-money laundering (“AML”), know-your-customer (“KYC”), sanctions, and transparency frameworks. |
| (b) | Market Research, Feasibility, and Assessment |
| (i) | conduct market research relevant to gold-backed digital assets, stablecoins, and commodity-linked tokens; |
| (ii) | feasibility analysis of proposed token use cases and potential adoption pathways; |
| (iii) | provide high-level assessment of commercial viability and operational risks; and |
| (iv) | provide strategic recommendations and proposed next steps based on analyses. |
| (c) | Coordination and Project Management |
| (i) | identify, shortlist, and recommend third-party service providers, including corporate service providers, legal counsels, auditors, custodians, vault operators, insurers, technology providers, and/or compliance vendors (collectively “Service Providers”); |
| (ii) | coordinate roles and responsibilities among appointed Service Providers, Gold Partners, and Capital Partners, as applicable; |
| (iii) | facilitate communication between the Company and appointed Service Providers, Gold Partners, and Capital Partners, as applicable; and |
| (iv) | assist in the alignment of project timelines and deliverables across stakeholders; and |
| (v) | source, identify, and introduce or facilitate introductions to third-party counterparties, such as gold producers, mine owners/operators and/or holders of physical gold (collectively “Gold Partners”), who may, subject to separate commercial arrangements, supply, sell, or otherwise make available physical gold to the Bridge Gold ecosystem in accordance with the Gold Specifications and Criteria. |
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| (d) | Physical Gold Asset and Custody Architecture |
| (i) | advise on physical gold specifications, quality standards, and eligibility criteria; |
| (ii) | advise on custody structures, including allocated, unallocated, or hybrid custody structures; |
| (iii) | advise on proof-of-reserve, audit, and transparency frameworks; and |
| (iv) | advise on conceptual custody-to-token linkage models. |
| (e) | Token Design and Tokenomics |
| (i) | advise on token design, including token type, denomination, and lifecycle mechanics; |
| (ii) | advise on token-to-gold representation concepts; |
| (iii) | advise on conceptual redemption and reserve accounting logic; |
| (iv) | advise on transparency and disclosure principles; and |
| (v) | provide advisory input into whitepaper or similar disclosure materials. |
| (f) | Issuance and Operational Readiness |
| (i) | advise on issuance workflow sequencing, including TGE planning and operational considerations; |
| (ii) | advise on institutional wallet architecture concepts; |
| (iii) | prepare issuance readiness checklist, if necessary; and |
| (iv) | advise on liquidity and market access considerations. |
| (g) | Exchange Onboarding and Listing Coordination |
| (i) | advise on suitable listing pathways and exchange considerations; |
| (ii) | assist in the onboarding process and relevant due diligence; |
| (iii) | facilitate the communication among the Company, exchange and appointed Service Providers; |
| (iv) | coordinate responses to onboarding questionnaires and information requests; and |
| (v) | guide the Company through to the first listing approval/acceptance. |
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| (h) | Post-Issuance Operational Advisory and Oversight |
| (i) | provide advisory oversight and procedural guidance in relation to minting and burning workflows; |
| (ii) | advise on compliance governance frameworks; and |
| (iii) | provide ongoing advisory support and monitoring recommendations in respect of security and technology maintenance. |
| (i) | Asset Servicing Advisory |
| (i) | advise on asset servicing frameworks and review reports produced by appointed Service Providers; |
| (ii) | coordinate monthly or quarterly physical gold bar counts with the appointed auditor for attestations; |
| (iii) | advise on proof-of-reserve architecture and review public transparency implemented by Service Providers. |
| (j) | Capital and Funding Advisory |
| (i) | identify, assess, and introduce Capital Partners to the Company for the purpose of financing gold acquisition; |
| (ii) | advise on suitable funding structures (equity, debt, convertible instruments, or hybrid); |
| (iii) | facilitate communication between the Company and prospective Capital Partners during the introduction and preliminary negotiation stages; and |
| (iv) | provide advisory support on investor/lender due diligence requirements and assist in preparing information materials for Capital Partners. |
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APPENDIX C
Milestone Payment Schedule
(Section 3.1a)
The Milestone Payment Schedule for our Advisory Fee is set out below.
| Payment Milestone | Cash Fee | |||
| Upon acceptance of this Engagement Letter | USD | 1,000,000 | ||
| Upon delivery of jurisdictional structuring, governance framework, and market research and assessment | USD | 4,000,000 | ||
| Upon delivery of advisory frameworks for gold eligibility, custody models, audit, and proof-of-reserve design | USD | 5,000,000 | ||
| Upon appointment of Service Providers | USD | 6,000,000 | ||
| Upon the initial TGE | USD | 6,000,000 | ||
| 8 equal quarterly instalments of USD 1,000,000 each instalment for post-issuance operational and advisory | USD | 8,000,000 | ||
| Total | USD | 30,000,000 | ||
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of VCI Global Limited (the “Company”) of our report dated May 13, 2025 relating to the audit of the consolidated statement of financial position of the Company as of December 31, 2024 and 2023, and the consolidated statements of profit or loss and other comprehensive income/(loss), changes in equity, and cash flows in each of the years for the three-year period ended December 31, 2024, and the related notes included herein.
We also consent to the reference to our Firm under the heading “Experts” in such Registration Statement.
| /s/ WWC, P.C. | |
| San Mateo, California | WWC, P.C. |
| March 30, 2026 | Certified Public Accountants |
| PCAOB ID: 1171 |
