VCI Global (NASDAQ: VCIG) sets $15M registered direct deal with warrants
Rhea-AI Filing Summary
VCI Global Limited entered into a $15 million multi‑tranche registered direct offering with a single institutional investor, structured as three $5 million closings. The initial closing on March 6, 2026 delivered gross proceeds of about $5 million through shares, pre‑funded warrants and common warrants.
The initial tranche included 225,241 ordinary shares, pre‑funded warrants for up to 997,253 shares, and Common A and B warrants for up to 1,222,494 shares each, all at an initial exercise price of $5.62. E.F. Hutton & Co. acts as exclusive placement agent, earning a 7% cash fee, and proceeds are intended for working capital and general corporate purposes.
Positive
- None.
Negative
- None.
Insights
VCI Global secures staged access to up to $15M via equity-linked securities.
VCI Global Limited arranged a registered direct offering for up to
The Common A Warrants carry a five‑year term, while Common B Warrants run for 180 days, both with an initial exercise price of
E.F. Hutton & Co. serves as exclusive placement agent on a reasonable best‑efforts basis and receives a
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 March 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 ☐
Registered Direct Offering
On March 6, 2026, VCI Global Limited (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “Purchaser”), pursuant to which the Purchaser agreed, subject to the satisfaction of certain conditions contained in the Purchase Agreement, to purchase $15 million of the Company’s securities consisting of the Company’s ordinary shares, no par value (the “Shares”), pre-funded warrants (“Pre-Funded Warrants”) to purchase ordinary shares, common A warrants (“Common A Warrants”) to purchase ordinary shares and common B warrants (“Common B Warrants”, and together with the Common A Warrants, the “Common Warrants”) in three tranches of $5 million each in three separate closings. The initial closing, being referred to herein as the “Initial Closing” and the second and third closings are referred to herein as the First Tranche Closing and Second Tranche Closing, respectively. The issuance of the Shares, the Pre-Funded Warrants, the Common Warrants and the ordinary shares underlying the Pre-Funded Warrants and the Common Warrants (the “Offering”) is pursuant the Purchase Agreement and the Company’s Prospectus Supplement (the “Prospectus Supplement”) dated March 6, 2026 and filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2026 pursuant to Rule 424(b)(5). The Common A Warrants have a 5-year term and an initial exercise price of $5.62 per share, which is subject to adjustment as set forth in the Purchase Agreement and described in the Prospectus Supplement. The Common B Warrants have a 180-day term and an initial exercise price of $5.62 per share, which is subject to adjustment as set forth in the Purchase Agreement and described in the Prospectus Supplement. The Common A Warrants also have cashless exercise and forced exercise provisions that are set forth in the Purchase Agreement and described in the Prospectus Supplement.
The Initial Closing occurred on March 6, 2026 and the Company issued 225,241 Shares, Pre-Funded Warrants to Purchase up to 997,253 ordinary shares, Common A Warrants to purchase up to 1,222,494 ordinary shares and Common B Warrants to purchase up to 1,222,494 ordinary shares for gross proceeds of approximately $5 million. Each of the First Tranche Closing and Second Tranche Closing may occur if the Company satisfies certain conditions contained in the Purchase Agreement and described in the Prospectus Supplement, which include, but are not limited to certain conditions relating to the trading price and trading volume of the Company’s ordinary shares immediately prior to such closing date.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purpose of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties.
The Company entered into a placement agency agreement (the “Placement Agency Agreement”) with E.F. Hutton & Co. (the “Placement Agent”) on March 6, 2026, pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the Offering. The Company has agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received in the Offering and for certain expenses incurred by the Placement Agent in connection with the Offering.
Electronic copies of the Prospectus Supplement and the related shelf registration statement on Form F-3 (File No. 333-279521), filed with the Securities and Exchange Commission (the “Commission”) on May 17, 2024, and declared effective by the Commission on May 28, 2024 (the “Registration Statement”) may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting E.F. Hutton& Co. at 745 Fifth Avenue, 34th Floor & PH, New York, NY 10151, by phone at (212) 970-3700 or e-mail at info@efhutton.com.
1
The foregoing descriptions of the Purchase Agreement, Placement Agency Agreement, Common A Warrants Common B Warrants and the Pre-Funded Warrants are only summaries and are qualified in their entirety by reference to the complete text of the form of Purchase Agreement, Placement Agency Agreement, Common A Warrants Common B Warrants and Pre-Funded Warrants, copies of which are attached as Exhibit 10.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Report on Form 6-K and are incorporated by reference herein, and such description and exhibits are incorporated by reference into the Registration Statement.
Copies of the opinion of Carey Olsen (BVI) L.P. regarding the validity of the Ordinary Shares issued in the Offering, including Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Placement Agent Warrants, and the opinion of Sichenzia Ross Ference Carmel LLP regarding the validity of the Pre-Funded Warrants and the Placement Agent Warrants are filed as Exhibit 5.1 and Exhibit 5.2, respectively, to this Report on Form 6-K.
A copy of the press release issued by the Company on March 6, 2026 announcing the Offering is attached hereto as Exhibit 99.1.
This Report on Form 6-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
| Exhibit Number |
Description | |
| 4.1 | Form of Common A Warrants | |
| 4.2 | Form of Common B Warrants | |
| 4.3 | Form of Pre-Funded Warrants | |
| 5.1 | Opinion of Carey Olsen (BVI) L.P. | |
| 5.2 | Opinion of Sichenzia Ross Ference Carmel LLP | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Placement Agency Agreement | |
| 23.1 | Consent of Carey Olsen (BVI) L.P. (set forth in Exhibit 5.1) | |
| 23.2 | Consent of Sichenzia Ross Ference Carmel LLP (set forth in Exhibit 5.2) | |
| 99.1 | Press Release issued by VCI Global Limited on March 6, 2026 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 9, 2026 | VCI Global Limited | |
| By: | /s/ Victor Hoo | |
| Name: | Victor Hoo | |
| Title: | Chairman and Chief Executive Officer | |
3
Exhibit 99.1
VCI Global Announces US$5 Million Institutional Registered Direct Offering
March 6, 2026 | Globe Newswire
KUALA LUMPUR, Malaysia, March 6, 2026 – VCI Global Limited (NASDAQ: VCIG) (“VCI Global” or the “Company”), today announced that it has entered into a definitive agreement with Esousa Group Holdings LLC, a New York-based family office, for the issuance and sale of the Company’s ordinary shares and warrants in a registered direct offering.
The offering is structured in multiple tranches, with the initial tranche expected to generate aggregate gross proceed of US$5 Million before deducting placement agent fees and other offering expenses. Pursuant to the terms of the agreement, the initial closing is expected to occur on or about March 6, 2026, subject to the satisfaction of customary closing conditions.
E.F. Hutton & Co. is acting as the exclusive placement agent for the offering. The Company intends to use the net proceeds to support working capital and general corporate purposes, providing additional financial flexibility to advance its strategic initiatives and platform expansion.
The securities described above are being offered and sold by the Company in a registered direct offering pursuant to a shelf registration statement on Form F-3 (File No. 333-279521) that was originally filed with the U.S. Securities and Exchange Commission (“SEC”) on May 17, 2024, and became effective on May 28, 2024. The offering of the securities is being made only by means of a base prospectus and a final prospectus supplement that form part of the effective registration statement.
A final prospectus supplement and accompanying base prospectus relating to, and describing the terms of, the registered direct offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus supplement and accompanying base prospectus, when available, may also be obtained by contacting E.F. Hutton & Co. at 745 Fifth Avenue, 34th Floor & PH, New York, NY 10151, by telephone at (212) 970-3700, or by email at info@efhutton.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About VCI Global Limited
VCI Global Limited (NASDAQ: VCIG) is an AI-native operating platform designed to scale and optimize businesses through centralized intelligence, data, and capital discipline.
The Company operates a platform-based model in which subsidiaries, affiliates, and portfolio companies plug into VCI Global’s centralized AI, data, governance, and capital allocation systems, enabling faster execution, improved capital efficiency, and scalable growth across multiple industries.
VCI Global’s platform centralizes AI-enabled execution, standardized KPI frameworks, financial and governance controls, and strategic capital allocation, while operating businesses focus on revenue generation, customer relationships, and local execution.
The Company maintains exposure across advisory, AI, and digital infrastructure, digital assets, energy, automotive, and consumer sectors, and continuously evaluates opportunities to scale, spin off, divest, or discontinue businesses based on performance, scalability, and return on capital.
VCI Global’s platform-centric approach is designed to enhance productivity, improve IPO readiness, and unlock long-term value through disciplined growth and selective capital deployment.
For more information on the Company, please log on to https://v-capital.co/.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. These forward-looking statements are based only on our current beliefs, expectations, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not rely on any of these forward-looking statements. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to achieve profitable operations, customer acceptance of new products, the effects of the spread of coronavirus (COVID-19) and future measures taken by authorities in the countries wherein the Company has supply chain partners, the demand for the Company’s products and the Company’s customers’ economic condition, the impact of competitive products and pricing, successfully managing and, general economic conditions and other risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission (“SEC”). The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any responsibility to update the forward-looking statements in this release, except in accordance with applicable law.
CONTACT INFORMATION:
For media queries, please contact:
VCI GLOBAL LIMITED
enquiries@v-capital.co
___________________________________________________________________________
View original content:
FAQ
What is VCI Global (VCIG) raising through this registered direct offering?
How much did VCI Global (VCIG) receive in the initial tranche of the offering?
What securities did VCI Global (VCIG) issue in the initial closing?
What are the terms of VCI Global’s (VCIG) Common A and B warrants?
How will VCI Global (VCIG) use the proceeds from this offering?
Who is the placement agent for VCI Global’s (VCIG) offering and what are its fees?
Filing Exhibits & Attachments
8 documentsAgreements & Contracts
