VCI Global (NASDAQ: VCIG) resolves Esousa case with court-approved share and warrant package

Rhea-AI Filing Summary

VCI Global Limited entered into a court-approved settlement with Esousa Group Holdings, LLC that resolves litigation over prior financing arrangements. Under the Settlement Agreement, VCI will issue 821,469 ordinary shares, a pre-funded warrant for up to 401,025 shares, and a common B warrant for up to 1,222,494 shares, along with three common A warrants for up to 3,667,482 shares and the related underlying shares. In exchange, Esousa will exercise the common B warrant in full and surrender its original warrants. The settlement was approved after a fairness hearing under Section 3(a)(10) of the Securities Act, so the new securities will be freely tradeable. VCI also agreed to certain limits on corporate actions for 90 days, with exceptions to maintain Nasdaq compliance or meet legal requirements.

Insights

Capital markets and securities law analyst

VCI Global settles warrant dispute via large court‑approved share and warrant issuance.

VCI Global Limited is resolving a dispute with Esousa Group Holdings by issuing a package of ordinary shares, pre-funded warrants, and common A and B warrants. These instruments, plus their underlying shares, are defined collectively as “Settlement Securities.”

The issuance is exempt under Section 3(a)(10) because a court held a fairness hearing and approved the terms. As a result, the Settlement Securities will be issued without restrictive legends and will be freely tradeable once delivered, which may increase secondary-market activity depending on Esousa’s decisions.

In return, Esousa will exercise the common B warrant in full and surrender all original warrants, closing out that overhang. VCI also agreed to 90 days of limits on certain corporate actions, with carve-outs to maintain Nasdaq listing compliance or meet legal and regulatory obligations.

Key Figures

Settlement ordinary shares: 821,469 shares Pre-funded warrant size: 401,025 shares Common A warrants: 3,667,482 shares +3 more

6 metrics

Settlement ordinary shares 821,469 shares Ordinary shares issued as part of Settlement Securities

Pre-funded warrant size 401,025 shares Maximum ordinary shares purchasable under pre-funded warrant

Common A warrants 3,667,482 shares Aggregate ordinary shares underlying three common A warrants

Common B warrant 1,222,494 shares Ordinary shares underlying the common B warrant

Restriction period 90 days Corporate action limits following entry of the court order

Fairness hearing date June 23, 2026 Court hearing approving settlement under Section 3(a)(10)

Key Terms

Section 3(a)(10), pre-funded warrant, Common A Warrants, Common B Warrant, +2 more

6 terms

Section 3(a)(10) regulatory

"The issuance of Settlement Securities is exempt from the registration requirements of the Securities Act ... pursuant to Section 3(a)(10) of the Securities Act"

A Section 3(a)(10) exemption is a U.S. securities rule that lets a company issue new stock or other securities without registering them with regulators when the terms are reviewed and approved by a court or government official after a hearing. Think of it as a judge signing off on a private trade so it skips the usual public paperwork; for investors, that means quicker deals but potentially less public disclosure and different resale or legal protections compared with registered securities.

pre-funded warrant financial

"a pre-funded warrant to purchase up to 401,025 Ordinary Shares (the “Pre-Funded Warrants”)"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

Common A Warrants financial

"three common A warrants to purchase up to an aggregate 3,667,482 Ordinary Shares (collectively, the Common A Warrants”)"

Common B Warrant financial

"a common B warrant to purchase up to 1,222,494 Ordinary Shares (the “Common B Warrant”)"

fairness hearing regulatory

"The Order was entered following a fairness hearing held on June 23, 2026."

Nasdaq listing requirements regulatory

"subject to exceptions for actions required to maintain compliance with Nasdaq listing requirements or otherwise required by law"

NASDAQ listing requirements are the financial, governance and disclosure rules a company must meet to have its shares traded on the NASDAQ stock exchange. Think of them as the standards a business must pass to join an exclusive marketplace — they affect whether a stock can be bought easily, how much public information the company must provide, and how investors judge its credibility and risk. Meeting these rules can boost liquidity and investor confidence.

FAQ

What did VCI Global (VCIG) announce in its June 2026 Form 6-K?

VCI Global announced a court-approved settlement with Esousa Group Holdings. The company will issue ordinary shares and several types of warrants, plus their underlying shares, as “Settlement Securities” in exchange for Esousa exercising a warrant and surrendering its original warrants.

How many VCI Global (VCIG) ordinary shares are included directly in the settlement?

The settlement includes 821,469 ordinary shares issued directly to Esousa. It also provides a pre-funded warrant for up to 401,025 shares and warrants for millions of additional underlying shares, significantly expanding the number of securities that could become tradeable over time.

What types of warrants are being issued by VCI Global (VCIG) in the settlement?

VCI Global will issue a pre-funded warrant for up to 401,025 ordinary shares, three common A warrants for up to 3,667,482 shares, and a common B warrant for up to 1,222,494 shares. Each warrant class also has corresponding underlying ordinary shares defined in the agreement.

Why are VCI Global (VCIG) settlement securities freely tradeable?

The securities qualify for exemption under Section 3(a)(10) of the Securities Act. A Florida state court held a fairness hearing on June 23, 2026 and approved the Settlement Agreement, allowing the Settlement Securities to be issued without restrictive legends and to trade freely once issued.

What does Esousa Group agree to do under the VCI Global (VCIG) settlement?

Esousa agrees to exercise the new common B warrant in full and surrender all its original warrants. In exchange, it receives the Settlement Securities package, which includes ordinary shares, a pre-funded warrant, common A warrants, and the corresponding underlying ordinary shares.

What temporary restrictions did VCI Global (VCIG) accept as part of the settlement?

VCI Global agreed to certain limits on corporate actions for 90 days after the court’s order. These restrictions are subject to exceptions that allow actions needed to maintain compliance with Nasdaq listing requirements or to satisfy applicable laws, rules, or regulations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/26/2026 - 04:16 PM Accepted by SEC EDGAR 06/26/2026 - 04:15 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-41678

VCI Global Limited

(Translation of registrant’s name into English)

Suite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange,

55188 Kuala Lumpur, Malaysia

(Address of principal executive offices)

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

Form 20-F ☒        Form 40-F ☐

Settlement Agreement with Esousa Group Holdings, LLC

On June 23, 2026, the Circuit Court of the 11th Judicial Circuit, in and for Miami-Dade County, Florida (the “Court”), entered an order (Case No. 2026-011495-CA-01) (the “Order”) approving the fairness of the terms and conditions of the settlement between VCI Global Limited (the “Company”) and Esousa Group Holdings, LLC (the “Petitioner”) pursuant to that certain Settlement Agreement and Stipulation, dated June 9, 2026, by and between the Company and the Petitioner (the “Settlement Agreement”). The Order was entered following a fairness hearing held on June 23, 2026.

The Petitioner held certain warrants (the “Original Warrants”) issued by the Company under Securities Purchase Agreements dated January 20, 2026 and March 6, 2026. The Petitioner filed a complaint in the Court alleging that the Company breached certain reporting and registration statement obligations under the Securities Purchase Agreements. The Company expressly disputes and denies all liability and entered into the Settlement Agreement to avoid the uncertainty and expense of continued litigation. The entry of the Settlement Agreement does not constitute an admission of liability or wrongdoing by the Company.

Pursuant to the Settlement Agreement and the Order, the Company agreed to issue (i) 821,469 (the “Settlement Ordinary Shares”) ordinary shares of the Company, no par value per share (the “Ordinary Shares”), (ii) a pre-funded warrant to purchase up to 401,025 Ordinary Shares (the “Pre-Funded Warrants”), (iii) 401,025 Ordinary Shares underlying the Pre-Funded Warrants (the “PFW Ordinary Shares”); (iv) three common A warrants to purchase up to an aggregate 3,667,482 Ordinary Shares (collectively, the Common A Warrants”); (v) 3,667,482 Ordinary Shares underlying the Common A Warrants (the “A Warrant Shares”); (vi) a common B warrant to purchase up to 1,222,494 Ordinary Shares (the “Common B Warrant”) and (vii) 1,222,494 Ordinary Shares underlying the Common B Warrant (the “B Warrant Shares” and together with the Settlement Ordinary Shares, the Prefunded Warrants, the PFW Shares, the Common A Warrants, the A Warrant Shares, the Common B Warrant and the B Warrant Shares, the “Settlement Securities”). The aggregate number of Warrant Shares includes any adjustments to such number under the terms of the Pre-Funded Warrants, Common A Warrants or Common B Warrant without regard to any amendment of any of their terms.

In consideration of the Settlement Securities, the Petitioner agreed to exercise the Common B Warrant in full and to surrender all Original Warrants held by the Petitioner.

The issuance of Settlement Securities is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(10) of the Securities Act, as the terms and conditions of the issuance and exchange were submitted to and approved by the Court following a fairness hearing at which all persons to whom the Settlement Securities will be issued had the right to appear. The Settlement Securities will be issued without restrictive legends and will be freely tradeable.

The Settlement Agreement also includes certain covenants restricting the Company from taking certain corporate actions for 90 days following entry of the Order, subject to exceptions for actions required to maintain compliance with Nasdaq listing requirements or otherwise required by law, rule, or regulation.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Settlement Agreement and Stipulation, dated June 9, 2026, by and between VCI Global Limited and Esousa Group Holdings, LLC

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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 hereunto duly authorized.

Date: June 26, 2026	VCI Global Limited
	By:	/s/ Victor Hoo
	Name:	Victor Hoo
	Title:	Chairman and Chief Executive Officer

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SETTLEMENT AGREEMENT AND STIPULATION, DATED JUNE 9, 2026, BY AND BETWEEN VCI GLO 442.9 KB