[6-K] VCI Global Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

VCI Global Limited entered a PIPE financing, agreeing to sell 880,000 ordinary shares and issue a pre-funded warrant to purchase 49,120,000 ordinary shares at an offering price of $1.00 per Share and Pre-Funded Warrant.

The pre-funded warrant is immediately exercisable at an exercise price of $0.0001 per share, subject to beneficial ownership limitations. The Company reported aggregate gross proceeds of approximately $50,000,000, paid in kind using Oobit token, the native cryptocurrency of the Oobit payments ecosystem. No placement agent was engaged.

The securities were sold pursuant to Section 4(a)(2) and are unregistered; the Company agreed to file a registration statement within 30 days to register the resale of the shares and the shares underlying the pre-funded warrant.

Insights

Capital markets analyst

Large PIPE raises $50,000,000.00 in crypto; resale registration to follow.

VCI Global completed a private placement comprising 880,000 ordinary shares and a pre-funded warrant for 49,120,000 shares at $1.00 per Share and Pre-Funded Warrant. The warrant is immediately exercisable at $0.0001 per share, constrained by beneficial ownership limits. Aggregate gross proceeds are $50,000,000.00, paid in kind via Oobit token.

Using cryptocurrency as consideration introduces conversion and valuation considerations relative to fiat cash. Immediate exercisability, tempered by ownership limits, can stage potential share issuance over time. No placement agent indicates a directly negotiated transaction with a single accredited investor.

The securities were issued under Section 4(a)(2), with a commitment to file a resale registration within 30 days of closing. Actual secondary market activity depends on holder decisions and the effectiveness of the registration statement.

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 November 2025

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 ☐

PIPE Transaction

On November 10, 2025, VCI Global Limited (the “Company”) entered certain securities purchase agreement (the “Securities Purchase Agreement”) with a certain accredited investor (the “Investor”) pursuant to which the Company agreed to sell and issue to the Investor in a private placement offering (the “Offering”) an aggregate of (i) 880,000 (the “Shares”) shares of the ordinary share, no par value, (the “ Ordinary Shares”) and (ii) a pre-funded warrant (the “Pre-Funded Warrant”) to purchase 49,120,000 Ordinary Shares at an offering price of $1.00 per Share and Pre-Funded Warrant.

The Pre-Funded Warrant is immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrant issued in the Offering are exercised in full at an exercise price of $0.0001per share. Each Investor’s ability to exercise its Pre-Funded Warrant, as applicable, in exchange for Ordinary Shares is subject to certain beneficial ownership limitations set forth therein.

The aggregate gross proceeds for the Offering is approximately $50,000,000.00, which amount was paid in kind by way of Oobit token, the native cryptocurrency of Oobit cryptocurrency payments ecosystem.

No placement agent was engaged in connection with the Offering.

The Shares and Pre-Funded Warrant (and underlying Ordinary Shares) were offered and sold in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, and applicable state securities laws. The issuance of the Shares and Pre-Funded Warrant (and underlying Ordinary Shares) have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. 

Pursuant to the Securities Purchase Agreement, the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission, within 30 days of the closing of Securities Purchase Agreement registering the resale of, among others, the Shares sold in the Offering and the Ordinary Shares underlying the Pre-Funded Warrant.

The foregoing summaries of the Pre-Funded Warrant and Securities Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of those documents, which are attached hereto as Exhibit 4.1 and Exhibit 10.1 to this Report on Form 6-K and are hereby incorporated by reference. 

A copy of the press release issued by the Company on November 10, 2025 announcing the Offering is attached hereto as Exhibit 99.1.

This Report on Form 6-K shall 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 Pre-Funded Warrant
10.1		Form of Securities Purchase Agreement
99.1		Press Release issued by VCI Global Limited on November 10, 2025

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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: November 12, 2025	VCI Global Limited
	By:	/s/ Victor Hoo
	Name:	Victor Hoo
	Title:	Chairman and Chief Executive Officer

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FAQ

What did VCIG announce in its Form 6-K?

VCI Global entered a PIPE to sell 880,000 ordinary shares and a pre-funded warrant for 49,120,000 shares at $1.00 per Share and Pre-Funded Warrant.

How much did VCIG raise and in what form of consideration?

Aggregate gross proceeds were approximately $50,000,000, paid in kind using Oobit token.

What are the key terms of the pre-funded warrant for VCIG?

It is immediately exercisable at an exercise price of $0.0001 per share, subject to beneficial ownership limitations.

Will the VCIG securities be registered for resale?

The Company agreed to file a registration statement within 30 days to register the resale of the shares and the shares underlying the pre-funded warrant.

Was a placement agent used in the VCIG PIPE?

No placement agent was engaged for the transaction.

Under what exemption were the VCIG securities sold?

They were sold pursuant to Section 4(a)(2) of the Securities Act and applicable state laws.