V Capital Consulting Group Ltd

F-1/A amended

Price $4.00 · 7,500,000 shares · Gross proceeds $30,000,000

F-1/A amended

V Capital Consulting Group Ltd's F-1/A filing reflects a corporate restructuring involving the sale of its equity to parent company VHKL Private Capital Limited, a two-for-one share split, and adjustments to Class B share voting rights. The company remains a controlled entity under Nasdaq rules, with VHKL retaining significant voting power post-offering. The filing emphasizes the company's emergence as an emerging growth company and foreign private issuer, with reduced reporting requirements.

FWP supplemental

3,750,000 shares

V Capital Consulting Group Ltd (VCCG) is a multi-disciplinary consulting firm specializing in listing and business strategy consultancy. The company reported revenue of $12.4M (2023) and $14.3M (2024), with net income of $6.7M and $8.0M respectively. The IPO aims to raise $168M through 3.75M Class A shares at an indicative $4.00 per share, targeting a $168M market cap. Proceeds will fund 40% general working capital, 35% business expansion, and 25% team expansion. The filing highlights growth strategies focusing on talent retention, brand visibility, and geographic expansion into high-growth regions. A corporate restructuring on Jan 6, 2026, reorganized ownership under VHKL, controlled by Mr. Hoo Voon Him.

F-1 filed

V Capital Consulting Group Ltd's F-1 filing highlights revenue growth from $12.4M (2023) to $14.29M (2024) with 15% year-over-year growth, but a sharp decline in the first half of 2025 (revenue fell 42% to $7.83M). Net profit grew 30% in 2024 but dropped 52% in H1 2025. The company completed a corporate restructuring in January 2026, transferring ownership to VHKL controlled by Mr. Hoo Voon Him, while maintaining unchanged business operations. Key services include listing consultancy and business strategy consultancy, with the latter showing growth despite challenges in listing consultancy. The filing also notes transition costs as a standalone public company and reliance on VCIG for transitional services.

DRS/A amended

V Capital Consulting Group Ltd. is conducting an IPO with 2,500,000 Class A shares offered, potentially increasing to 2,875,000 with the underwriters' option. The company qualifies as an emerging growth company under the JOBS Act, allowing reduced reporting requirements. It is also a foreign private issuer with exemptions from U.S. reporting standards and a controlled company under Nasdaq rules, limiting certain corporate governance requirements. The offering includes representative warrants and lock-up agreements. Proceeds will fund capital expenditure, business expansion, and team growth.

DRS filed

V Capital Consulting Group Ltd is registering 2,500,000 Class A shares (up to 2,875,000 with over-allotment) as an emerging growth company under the JOBS Act, which allows reduced reporting requirements and longer phase-in periods for accounting standards. The company is a foreign private issuer with relaxed U.S. reporting obligations, including less frequent disclosures and exemptions from certain Nasdaq rules. The offering includes representative warrants for 5% of shares and lock-up agreements for insiders. Proceeds will fund capital expenditure, business expansion, and team growth. The filing highlights risks related to VCIG service transitions, financial statement comparability, and controlled company governance.