[6-K] SAGTEC GLOBAL LIMITED Ordinary shares Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Sagtec Global Limited (SAGT) has filed a Form 6-K announcing the execution of a Share Sale Agreement (SSA) with VCI Global Limited to purchase an 80 % equity stake in British Virgin Islands–incorporated Smart Bridge Technology Limited.

Purchase consideration: US$17.6 million. The bulk of the payment will be settled in newly issued SAGT ordinary shares, but capped so that VCI Global’s post-deal ownership does not exceed 9.9 % of SAGT’s outstanding shares. Any residual amount can be satisfied in cash or additional shares priced off the five-day volume-weighted average price (VWAP) preceding the relevant measurement date.

Strategic rationale: Management states that Smart Bridge’s technology is expected to complement SAGT’s hospitality and point-of-sale (POS) infrastructure, allowing for immediate integration and monetisation opportunities across its SaaS and multi-sector AI offerings.

Closing conditions: Completion remains subject to the customary conditions precedent detailed in the SSA. No projected closing date, pro-forma financials, or integration costs were disclosed in this filing.

Exhibits:

• 10.1 – Share Sale Agreement dated 20 June 2025
• 10.2 – Press release titled “Sagtec Finalizes Strategic AI Acquisition to Accelerate SaaS Revenue and Multi-Sector AI Deployment”

The filing contains no historical or forward-looking financial results for Smart Bridge, nor does it quantify the number of SAGT shares to be issued, so the exact dilution and accretive impact remain undetermined.

Positive

• Acquisition grants SAGT an immediate 80 % controlling stake in Smart Bridge, expanding its AI and POS capabilities.
• Primary consideration paid in SAGT shares preserves cash while capping VCI Global’s ownership at 9.9 %, limiting governance risk.

Negative

• Share issuance will dilute existing SAGT shareholders; the exact percentage is not disclosed.
• Completion is subject to closing conditions, creating execution risk with no stated timeline.
• No financial metrics for Smart Bridge were provided, leaving accretion and ROI uncertain.

Insights

Financial Analyst

TL;DR: US$17.6 m share-capped buy of Smart Bridge broadens SAGT’s POS/AI stack; dilution and lack of target financials keep impact uncertain.

Assessment: The 80 % stake gives SAGT operational control and aligns with its hospitality SaaS strategy. A share-based structure conserves cash, but shareholders face dilution; the 9.9 % cap limits any single investor’s influence yet still increases total share count. Absent revenue, EBITDA, or synergy estimates, material accretion cannot be gauged. The deal appears directionally positive but not transformational without visibility on Smart Bridge’s scale.

M&A Specialist

TL;DR: Strategic bolt-on priced at US$17.6 m; flexible consideration structure, customary closing conditions, no disclosed earn-outs or escrow.

The SSA uses VWAP-based pricing to neutralise short-term price swings and keeps VCI under 10 %, avoiding foreign-issuer reporting triggers. Lack of earn-outs suggests confidence in Smart Bridge’s existing traction, though it also eliminates contingent protection if performance lags. Overall, a standard mid-market tech acquisition with moderate risk and moderate strategic upside.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2025

 

Commission File Number: 001-42551 

 

SAGTEC GLOBAL LIMITED

(Registrant’s Name)

 

No 43-2, Jalan Besar Kepong,

Pekan Kepong, 52100 Kuala Lumpur

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒     Form 40-F ☐

 

 

 

 

 

 

Acquisition of Majority Interest in Smart Bridge Technology Limited

 

On June 20, 2025, Sagtec Global Limited (the “Company”) issued a press release announcing that it has entered into a Share Sale Agreement (“SSA”) with VCI Global Limited (NASDAQ:VCIG) (“VCI Global”) to acquire an 80% equity stake in Smart Bridge Technology Limited (“Smart Bridge”), a company limited by shares incorporated in the British Virgin Islands. The transaction is expected to complement the Company’s hospitality and point-of-sale (POS) infrastructure, enabling immediate integration and monetization.

 

Pursuant to the SSA, the purchase consideration shall be US$17,600,000 and will be paid in newly issued ordinary shares of the Company up to the maximum amount that would result in VCI Global beneficially owning 9.9% of the number of shares of the Company. The number of shares to be issued will be determined on an issue price calculated based on the five-day volume weighted average price ("5-day VWAP”) of the Company’s shares immediately preceding the date of the SSA. Any remaining portion of the purchase consideration shall be made by either a cash payment, or a further allotment and issuance of the Company’s shares, with the number of such shares to be determined based on the 5-day VWAP of the Company’s shares immediately preceding the date of payment election.

 

The consummation of the transaction is subject to the other conditions precedent closing set forth in the SSA. For more details of the transaction, please refer to the SSA, which is filed as Exhibit 10.1 to this report on Form 6-K and is incorporated herein by reference. A copy of the press release is furnished as Exhibit 10.2.

 

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Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.	 	Description
10.1	 	Share Sale Agreement dated June 20, 2025 between the Company and VCI Global
10.2	 	Press Release, dated June 20, 2025, titled “Sagtec Finalizes Strategic AI Acquisition to Accelerate SaaS Revenue and Multi-Sector AI Deployment”.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SAGTEC GLOBAL LIMITED		 
 		 
By:	/s/ Ng Chen Lok	 
Name:	Ng Chen Lok	 
Title:	Chairman, Chief Executive Officer and Executive Director	 

 

Date: June 20, 2025

 

 

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FAQ

What percentage of Smart Bridge Technology is Sagtec Global (SAGT) acquiring?

SAGT is acquiring 80 % of Smart Bridge Technology Limited.

How much is Sagtec Global paying for the acquisition of Smart Bridge?

The total consideration is US$17.6 million.

Will the acquisition be paid in cash or shares?

Primarily in newly issued SAGT shares, with any remaining amount settled in cash or additional shares priced off the 5-day VWAP.

Why is Sagtec Global acquiring Smart Bridge Technology?

Management says Smart Bridge’s AI and POS solutions will complement SAGT’s hospitality infrastructure, enabling faster monetisation.

When was the Share Sale Agreement signed?

The SSA was signed on 20 June 2025.

What ownership limit is imposed on VCI Global after the transaction?

VCI Global’s stake in SAGT is capped at 9.9 % of outstanding shares.