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November 21, 2022
Victor Hoo
Chief Executive Officer
VCI Global Limited
B03-C-8 Menara 3A
KL Eco City, No. 3 Jalan Bangsar
59200 Kuala Lumpur
Re:VCI Global Limited
Registration Statement on Form F-1
Filed November 1, 2022
File No. 333-268109
Dear Victor Hoo:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Summary Consolidated Financial and Other Data, page 15
1.We note that the balances for Trade and other payables and Retained earnings for the six
months ended June 30, 2022 presented here does not appear to be consistent with the
corresponding balances in the Unaudited Interim Condensed Consolidated Statements of
Financial Position as of June 30, 2022 on Page F-3.  Please clarify or revise.
2.We note that in the selected consolidated statements of financial position data, it appears
the column labeled 30 June 2021 (RM), includes the same amounts as the column labeled
31 December 2021 (RM).  Please clarify or revise.

 FirstName LastNameVictor Hoo
 Comapany NameVCI Global Limited
 November 21, 2022 Page 2
 FirstName LastName
Victor Hoo
VCI Global Limited
November 21, 2022
Page 2
General
3.In your response letter dated September 29, 2022, in response to comment 2, you provided
a table with an “unconsolidated” calculation in an attempt to provide the requested section
3(a)(1)(C) of the Investment Company Act of 1940 (“1940 Act”) calculation information.
However, the calculation of “Investment Securities as a percentage of Assets” for VCI
Global Limited in the table excluded the ownership of V Cap (as defined in the response).
Please restate the calculation to reflect the percentage of investment securities exactly as
section 3(a)(1)(C) requires.
4.We note that footnote (1) to the table of V Cap subsidiaries in your response letter dated
September 29, 2022 shows a breakdown of the itemized amounts in column (d) (“Each
Non-Investment Security Asset”).  However, in several of the breakdowns in footnote (1),
there is an itemized line item for “Investment in wholly own subsidiaries”, which in some
cases comprise a majority of the assets of such subsidiary’s itemized breakdown.  There is
no analysis of such “wholly own subsidiaries” or indication as to their status under the
1940 Act.  Please explain in detail whether those subsidiaries are themselves investment
companies as defined in section 3(a)(1) of the 1940 Act.  For example, part (9) in footnote
(1) indicates that “Elmu Education Group Sdn Bhd” has “Investment in wholly own
subsidiaries” in the amount of $4,537,735.68.  Please clarify whether such assets
are considered investment securities under the 1940 Act and discuss your reasoning
behind that determination.
5.We note there is a corporate structure chart on page 5 of the Form F-1 filed November 1,
2022.  Please supplementally provide a legible corporate structure chart of VCI Global
Limited and its indirect and direct subsidiaries, including the ones listed on page 5 as well
as the other indirect and direct subsidiaries referenced in your response letter
dated September 29, 2022.  Please include in such chart the parent’s percentage ownership
of each of the subsidiaries and an indication on such chart as to whether each direct or
indirect subsidiary is a good or bad asset for purposes of the 1940 Act analysis.
6.In your response letter dated November 1, 2022, you note that “[in] the future, the
Company intends to dispose of a portion of its investment in TGL and will not make any
further minority investments until the Company’s current investments are below the 40%
threshold set forth in Section 3(a)(1)(C) of the Investment Company Act of 1940.”  Please
describe what the intended timeline is for such divestment, and include such disclosure in
the prospectus summary and the business and management's discussion and analysis
sections of the prospectus.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameVictor Hoo
 Comapany NameVCI Global Limited
 November 21, 2022 Page 3
 FirstName LastName
Victor Hoo
VCI Global Limited
November 21, 2022
Page 3

            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Blaise Rhodes at 202-551-3774 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey P. Wofford, Esq.