SecProbe.io

CORRESP
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filename1.htm

September 6, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

10 0 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Mr. James Giugliano / Mr. Adam Phippen

    Re:
    VCI Global Limited

    Form 20-F for the Fiscal Year Ended December 31, 2023 Submitted April 30, 2024

    File No. 001-41678

Dear Mr. Giugliano and Mr. Phippen:

On behalf of VCI Global Limited (the “Company”),
we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter of August 21, 2024 with respect to the Company’s Form 20-F for the fiscal
year ended December 31, 2023 (the “Form 20-F”) as noted above.

For your convenience, the text of the Staff’s
comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers
in the responses are references to the page numbers in the draft Amendment No. 1 to the Form 20-F (the 20-F/A1”), which is attached
to this letter as Exhibit A.

Form 20-F for the Fiscal Year Ended December
31, 2023

Item 5. Operating and Financial Review and
Prospects

A. Operating Results, page 27

1. Please expand your disclosure to address
the performance of your operating segments, including the reasons for the changes in “net profit” for each of your segments
discussed in Note 31 of your financial statements. In circumstances where there is more than one reason for a change between periods,
please quantify the incremental impact of each individual reason on the overall change. Refer to Item 5 of Form 20-F, including the interpretative
releases listed in Instruction 1 thereto.

The Company has
included the requested expanded disclosure in the attached F-20/A1 on pages 5 through 9 under Item 5. Operating and Financial
Review and Prospects under the header “A. Operating Results – Operating Segment”.

Item 15. Controls and Procedures, page 61

2. Please tell us why you did not include disclosures
regarding your evaluation of disclosure controls and procedures and internal controls over financial reporting. Please note that the exemption
from assessing disclosure controls and procedures and internal controls over financial reporting is only applicable to an issuer that
has not previously filed an annual report with the Commission for the prior fiscal year. We note you previously filed an annual report
on Form 20-F for the fiscal year ended December 31, 2022. Refer to Item 15 of Form 20-F and to 17 CFR 240.13a-15 of the Rules and Regulations
Under the Securities Exchange Act of 1934.

The Company has disclosed its evaluation of
disclosure controls and procedures and internal controls over financial reporting in the attached F-20/A1 on page 10 under Item 15.
Controls and Procedures.

Item 19. Exhibits

Exhibits 13.1 and 13.2, page 64

3. We note that the certifications provided
as Exhibit 13.1 and Exhibit 13.2 do not include the introductory language in paragraph 4 referring to your internal control over financial
reporting. Please explain. Refer to Instruction 12 as to Exhibits of Form 20-F for further details.

The Company has included the introductory language
in paragraph 4 referring to its internal control over financial reporting in Exhibits 13.1 and 13.2 to the attached F-20/A1.

Consolidated Financial Statements

Consolidated Statements of Cash Flows, page
F-6

4. Please tell us your basis from presenting
“Advances made to related parties” as a financing activity referencing authoritative literature that supports your treatment.

Please be informed that the advances made to related
parties were repayments to related parties for settlement of advances provided to the Company in previous years. Therefore, the nature
of these cash outflows was classified under financing activities as these are financing nature.

22. Revenue, page F-37

5. On pages F-20 and F-21 you disclose that
revenues from business strategy consultancy services and technology development contracts are generally recognized over time; however,
the table on age F-37 indicates that the majority of your revenues are recognized at a point in time. Please reconcile these disclosures
for us.

Please be informed that our revenue from
business strategy consultancy services were generally recognized over time however, during the year 2023 the Group had a few
exceptional non-recurring one-off contracts for which the revenue is recognized at a point in time. There was a total of 4
non-recurring, one-off business consultancy projects and the revenue were mainly generated from business consultancy provided to
Zhan Fan for RM22.3 million and Advance Opportunities Fund for RM4.98 million. These 4 projects consist of 46% of our total
consultancy revenue. Nevertheless, the remaining ongoing 9 business consultancy projects are recognized over time. Moving forward,
most of our business consultancy projects would be revenue recognized over time rather than to at a point in time.

Similarly to our business consultancy services,
our technology development revenue was also generally recognized over time and in year 2023 the Group engaged in a one-off contract, non-recurring
project in which the revenue is recognized at a point of time. Moving forward, most of our technology development will be developed in-house
by our IT team, they would be able to accurately measure the cost incurred in their technology development progress toward the satisfaction
of the performance obligation. Therefore, we expect most of our technology development revenue to be recognized overtime rather than at
a point of time.

Nevertheless, management will continue to monitor
the new contracts win, and if necessary, will update the financial statement disclosure to reflect the substance of the contracts for
the investors to have a better overall understanding.

    2

28. Income Tax Expense, page F-39

6. Explain to us why a substantial portion
of your fiscal 2023 income was “Non-taxable income” and explain the nature of “Unabsorbed tax losses” and how you
accounted for these unabsorbed losses referencing authoritative literature that supports your accounting treatment. Consider adding disclosure
in this regard in future filings.

Non-taxable income - Please be informed that a
substantial portion of fiscal year 2023 income was disclosed as “Non-taxable income” as a significant portion of the Group’s
profit was generated from our British Virgin Island (“BVI”) subsidiaries, which were tax exempted under the local tax jurisdiction.
As such, no tax provision is required for those BVI subsidiaries.

Unabsorbed tax losses - Please be informed that
the unabsorbed tax losses referred to tax losses generated from subsidiaries based in Malaysia. The Company is not entitled to group relief,
therefore the tax losses generated from loss-making subsidiaries are not allowed to be transferred to profit-generated subsidiaries within
the Company. As a result, the Company has assessed and determined the loss-making subsidiaries are highly probable unable to utilize the
tax benefits from the tax losses and thus, no deferred tax asset was recognized as of December 31, 2023.

We trust that the above is responsive to your
comments.

If you confirm that you have no further comments, we
will file the 20-F/A1 via EDGAR. Please contact Jeffrey Wofford, our legal counsel at jwofford@srfc.law; telephone: 646 876-0618 or me
at zhifeng.ang@v-capital.co.

    Sincerely,

    /s/ Ang Zhi Feng

    Ang Zhi Feng

    Chief Financial Officer

    3

Exhibit A

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

 FORM
                                            20-F/A

(Amendment
No. 1)

☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended December 31, 2023

OR

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date
of event requiring this shell company report

For
the transition period from                   to

Commission
file number: 001-41678

VCI
Global Limited

(Exact
name of Registrant as specified in its charter)

N/A

(Translation
of Registrant’s name into English)

British
Virgin Islands

(Jurisdiction
of incorporation or organization)

B03-C-8
& 10, Menara 3A, KL Eco City, No.3 Jalan Bangsar, 59200

Kuala
Lumpur, Malaysia

(Address
of principal executive offices)

Ang
Zhi Feng, Chief Financial Officer

Telephone:
+603 7717 3089

Email:
finance@v-capital.co

At
the address of the Company set forth above

(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities
registered or to be registered pursuant to Section 12(b) of the Act.

    Title
    of each class

    Trading
    Symbol(s)

    Name
    of each exchange on which registered

    Ordinary
    Shares

    VCIG

    The
    Nasdaq Stock Market LLC

Securities
registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title
of Class)

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title
of Class)

Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report.

An aggregate of 38,027,579 ordinary shares, no
par value per share as of April 30, 2024.

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
☐ No ☒

If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.

Yes
☐ No ☒

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes
☒ No ☐

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

Yes
☒ No ☐

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.

    Large
    accelerated filer
    ☐

    Accelerated
    filer
    ☐

    Non-accelerated
    filer
    ☒

    Emerging
    growth company
    ☒

If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐

Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐

 If
                                            securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether
                                            the financial statements of the registrant included in the filing reflect the correction
                                            of an error to previously issued financial statements. ☐

Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

    U.S.
    GAAP ☐
    International
    Financial Reporting Standards as issued by the International Accounting Standards Board ☒

    Other
    ☐

    *
    If
    “Other” has been checked in response to the previous question, indicate by check mark which financial statement item
    the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒

 EXPLANATORY
                                            NOTE

This
Amendment No. 1 to Form 20-F (the “Form 20-F/A”) amends our annual report on Form 20-F for the year ended December 31, 2023
(the “Annual Report”), which was originally filed with the U.S. Securities and Exchange Commission on April 30, 2024. The
purpose of this Form 20-F/A is to (1) amend Item 5 Operating and Financial Review and Prospects by adding the disclosure under a new
heading, “Operating Segments” under the heading “A. Operating Results;” (2) amend Item 15 Disclosure Controls
and Procedures in its entirety; (3) add new certifications attached as Exhibit 12.1, Exhibit 12.1, Exhibit 13.1 and Exhibit 13.2 to the
Annual Report.

This
Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein
in any way except as described above. No other changes have been made to the Annual Report. The filing of this Form 20-F/A should not
be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or complete as of
any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with
the Annual Report.

Item
5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The
following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated
financial statements and their related notes included in this annual report. This annual report contains forward-looking statements.
In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D.
Risk Factors” in this annual report. We caution you that our business and financial performance are subject to substantial risks
and uncertainties.

A.
Operating Results

Comparison
of Results of Operations for the Fiscal Years Ended December 31, 2023 and 2022

The
following table summarizes our results of operations for the fiscal years ended December 31, 2023 and 2022, respectively, and provides
information regarding the MYR and percentage increase or (decrease) during such periods.

    2023
    2022
    Variances

    Amount
    Amount
    %
    of total
    Amount
    %
    of total
    Amount

    MYR
    USD
    revenue
    MYR
    revenue
    MYR
    %

    Revenue
      89,581,700
      19,519,687
      98.66 %
      34,265,404
      96.33 %
      55,316,296
      161.43

    Revenue – related
    party
      1,216,444
      265,061
      1.34 %
      1,304,478
      3.67 %
      (88,034 )
      (6.75 )

    Total revenue
      90,798,144
      19,784,748
      100.00 %
      35,569,882
      100.00 %
      55,228,262
      155.27

    Other income
      752,251
      163,914
      0.83 %
      1,732,343
      4.87 %
      (980,092 )
      56.58

    Cost of services
      (15,384,017 )
      (3,352,14