Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
On August 17, 2026, VCI Global Limited (the “Company”)
entered into a Business Separation Agreement (the “Separation Agreement”) with V Gallant Limited (“V Gallant”),
a Company Limited by shares incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of the Company. The
Separation Agreement provides for the separation of the Company’s technology related consulting and product businesses in the areas
of artificial intelligence (AI), cybersecurity, robotics, cloud storage, and hardware and software technology (the “Technology Related
Business”) from the Company’s other businesses.
Pursuant to the Separation Agreement, the Company
has agreed to provide certain transition services to V Gallant, including HR and administrative services, finance services, and legal
services, for a period of one (1) year following the closing (the “Transition Period”). The shared service costs for such
transition services are set forth in Exhibit 1.01 to the Separation Agreement and are intended to reflect the Company’s historic
cost allocation for providing such services.
The Separation Agreement also contains mutual
non-competition and non-solicitation covenants for a period of five (5) years from the closing date. Under these covenants, neither the
Company nor V Gallant (or their respective affiliates) may compete with, or solicit employees of, the other party during the non-competition
period, subject to certain customary exceptions.
The Separation Agreement is governed by New York
law and is subject to the exclusive jurisdiction of the courts of the State of New York and the federal courts located in New York.
The foregoing description of the Separation Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of
which is filed as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.
This Report of Foreign Private Issuer on Form
6-K (the “Report”) is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-282353
and File No. 333-279521) filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report
is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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.
Exhibit 99.1
BUSINESS SEPARATION AGREEMENT
THIS BUSINESS
SEPARATION AGREEMENT (the “Agreement”) is entered into as of 17 August, 2026, by and between VCI Global Limited, a
Company Limited by Shares incorporated under the laws of the British Virgin Islands (the “Company”) and V Gallant Limited,
a Company Limited by Shares incorporated under the laws of the British Virgin Islands (also known as “V Gallant”, the
“Listing Entity” or the “Spin Off Subsidiary”). Each party to this Agreement is individually referred
to herein as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Company is a Company Limited by Shares
organized under the laws of the British Virgin Islands with its shares listed for trading on The Nasdaq Stock Market LLC (“Nasdaq”);
WHEREAS,
the Listing Entity is a Company Limited by Shares organized under the laws of the British Virgin Islands and which intends to apply to
Nasdaq for the listing of its shares for trading thereon in the time and manner required thereby;
WHEREAS, the Listing Entity’s is authorized
to issue an unlimited number of shares of a single class;
WHEREAS, the Company owns 100% of the issued and
outstanding ordinary shares of the Spin Off
Subsidiary (the “V Gallant Shares”);
WHEREAS, the
Company conducts technology related consulting and product businesses, among other activities, in the areas of artificial intelligence
(AI), cybersecurity, robotics, cloud storage, and hardware and software technology (the “Technology Related Business”)
through the Spin Off Subsidiary;
WHEREAS,
the Board of Directors of the Company has determined that it is appropriate, desirable, and in the best interests of the Company and its
stockholders to separate the Technology-Related Business and the Spin-Off Subsidiary from the Company.
AGREEMENT
NOW THEREFORE,
on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits
to the parties to be derived therefrom, and intending to be legally bound hereby, it is hereby agreed as follows:
ARTICLE I – TRANSITION
SERVICES
Section 1.01 Shared Services.
(a) The Company intends to provide certain administrative services, including, but not limited to, HR administrative, and finance services,
as described in Exhibit 1.01, and other services that the Parties may agree from time to time (the “Transition Services”)
to the Spin-Off Subsidiary during the period of one (1) year (“Transition Period”). For providing the Transition Services,
the Spin-Off Subsidiary shall pay to the Company the Shared Service Cost.
(b) “Shared Service Cost” for
each Shared Service shall be the cost set forth in Exhibit 1.01, which is intended to reflect the Historic Cost Allocation (as
defined below). The Shared Service Cost for any Shared Service for which an agreed cost is not specified in Exhibit 1.01 shall
be the Historic Cost Allocation for providing such Shared Service. “Historic Cost Allocation” shall mean the allocation
of costs associated with such Shared Service reflected in the financial statements of the Company, plus (to the extent not included in
such allocated costs) the following: (i) any reasonable out-of-pocket expenses incurred by the Company with third parties in connection
with the provision of the Shared Services, without markup or fee; (ii) the cost of licenses for software or other intellectual property
(or other cost associated with obtaining rights to use software or intellectual property), without markup or fee; (iii) any sales, transfer,
goods, services, value added, gross receipts or similar taxes, fees, charges or assessments (including any such taxes that are required
to be withheld) arising out of such Shared Service, provided that the Parties agree to use commercially reasonable efforts to minimize
any such taxes, fees or assessments; and (iv) the cost of travel expenses that are reasonable and incurred in accordance with the Company’s
normal travel policy and other reasonable miscellaneous out-of-pocket costs and expenses incurred by the Company.
(c) Except
as otherwise provided in Exhibit 1.01 or required by applicable law, all amounts shall be invoiced and paid in U.S. Dollars. To
the extent necessary, local currency conversion on any such invoice shall be based on the Company’s internal exchange rate for the
then-current month, based upon the average for such month, as calculated consistently with how such local currency conversion was calculated
in the twelve-month period prior to the Closing Date.
(d) Except
as provided in Exhibit 1.01, the Company shall invoice the Spin-Off Subsidiary for the Service Cost owed hereunder on a monthly
basis, and shall provide reasonable documentation supporting such Service Cost. The Spin-Off Subsidiary, as the case may be, shall pay
the amount of such invoice by electronic transfer of immediately available funds not later than fifteen (15) business days after the date
of such invoice.
(e) In
the event that the Spin-Off Subsidiary in good faith dispute an invoice submitted by the Company, the Spin-Off Subsidiary may withhold
payment of any amount subject to the dispute; provided that (a) the Spin-Off Subsidiary shall continue to pay all undisputed amounts in
accordance with the terms hereof, (b) the Spin-Off Subsidiary shall notify the Company, in writing, of any disputed amounts and the reason
for any dispute by the due date for payment of the invoice containing any disputed charges and (c) in the event any dispute is resolved
in the Company’s favor, any amount that the Spin-Off Subsidiary should have paid shall be deemed to have accrued interest at an
interest rate of 5% per annum from the date such payment should have been made.
(f) The
Company and the Spin-Off Subsidiary may increase or decrease the Transition Period or modify the Shared Services Fee by mutual agreement
of the Parties.
(g) In
performing the Shared Services, the Company shall provide the Shared Services consistent with commercially reasonable performance standards,
which shall mean in all material respects (i) in substantially the same manner and at the same level of service (including, as applicable,
with respect to type, frequency, quality, quantity, priority and timeliness) as compared with the six-month period prior to the Closing
Date, (ii) with substantially the same degree of skill and care, and (iii) with substantially the same level of security as provided and
used by the Company during the six-month period prior to the Closing Date, free of material errors.
ARTICLE II – REPRESENTATIONS AND
WARRANTIES
The Company represents and warrants
to the Spin Off Subsidiary that:
Section 2.01 Capacity and Enforceability.
The Company and the Spin-Off Subsidiary have the power, authority and legal capacity to execute and deliver this Agreement and the documents
to be executed and delivered by the Company and the Spin-Off Subsidiary at the Closing pursuant to the transactions contemplated this
Agreement. The execution and delivery of this Agreement and the documents to be executed and delivered at the Closing pursuant to the
transactions contemplated hereby, and performance in accordance with the terms hereof and thereof, have been duly authorized by the Company
and the Spin-Off Subsidiary, including requisite approval by the Company’s and the Spin-Off Subsidiary’ board of directors
or shareholders, as the case may be. This Agreement and all such documents constitute valid and binding agreements of the Company and
the Spin-Off Subsidiary, enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general
principles of equity (regardless of whether enforcement is sought in a proceeding of law or in equity).
Section 2.02 No Violation.
Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by the Company and the
Spin-Off Subsidiary will result in the breach of any term or provision of, or constitute a default under, or violate any agreement, indenture,
instrument, order, law or regulation to which Company or the Spin-Off Subsidiary are a party or by which Company and the Spin-Off Subsidiary
are bound.
Section 2.03 Organization
and Good Standing. Both VCI Global Limited, a Company Limited by Shares incorporated under the laws of the British Virgin
Islands and V Gallant Limited, a Company Limited by Shares incorporated under the laws of the British Virgin Islands, validly
existing, and in good standing under the respective laws of their incorporation, and are properly qualified to do business and are
in good standing in each state and/or jurisdiction in which they are required to be so qualified.
ARTICLE III – CLOSING
Section 3.01 Closing.
The closing of this Agreement (the “Closing”) shall take place remotely by electronic exchange of signature pages,
on the date hereof (the “Closing Date”).
Section 3.02 Conditions to Each
Party’s Obligations. The respective obligations of each party to effect the transactions to be effected by it at the Closing
shall be subject to the satisfaction, or waiver, at or prior to the Closing Date of the following conditions:
(a) No
Injunctions. There shall not be in effect any statute, regulation, order, decree or judgment of any Governmental Authority (as defined
below) which makes illegal or enjoins or prevents the consummation of the transactions contemplated by this Agreement. “Governmental
Authority” shall mean any nation or government, or any federation, province or state or any other political subdivisions thereof,
any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to
government, including any government, agency, department, board, commission or instrumentality of the British Virgin Islands, Malaysia
or any other country, or any political subdivision thereof, any court, tribunal or arbitrator, or any self-regulatory organization, stock
exchange, securities commission or securities regulators;
(b) No
Action by Governmental Authority. There is no action, suit, investigation or proceeding by any Governmental Authority pending or threatened
against or affecting any Spin-Off Subsidiary, any properties, revenues or assets of the Spin-off Subsidiary, or this Agreement; and
(c) No
Material Action by Third Party. There is no action, suit, investigation or proceeding by any third party before any court, arbitrator,
administrative agency or other Governmental Authority pending or threatened against or affecting the Company or the Spin-Off Subsidiary;
any properties, revenues or assets of either Party, or this Agreement, which could reasonably be expected to have a Material Adverse Effect
on the Parties, taken as a whole, or could reasonably be expected to materially and adversely affect the Company’s ability to perform
its obligations under this Agreement.
Section 3.03 Conditions to Obligations
of the Spin-Off Subsidiary and the Listing Entity. The obligations of the Spin-Off Subsidiary and the Listing Entity to effect
the transactions to be effected by them at the Closing shall be subject to the satisfaction, or waiver, on or prior to the Closing Date
of the following further conditions:
(a) The
Company’s Obligations Performed. The Company shall have performed in all material respects its obligations under this Agreement
required to be performed by it on or prior to the Closing Date;
(c) The
Company’s Representations and Warranties True and Correct. Each of the representations and warranties of the Company contained
in this Agreement which is qualified as to materiality shall be true and correct and each such representation and warranty that is not
so qualified shall be true and correct in all material respects in each case as of the date hereof and on and as of the Closing Date as
if made on and as of such time (except for representations and warranties expressly stated herein to be applicable solely as to a specified
date which were true and correct as of such date);
(d) No
Material Adverse Effect. No event or series of events shall have occurred which has had or would reasonably be expected to have
a Material Adverse Effect on the Technology Related Business, including, without limitation, any currency devaluation or foreign
exchange restriction or other actions by any Governmental Authority limiting repatriation of capital or any material change in the
governmental or political climate of the British Virgin Islands or Malaysia. “Material Adverse Effect” shall mean
any (i) event, occurrence, fact, condition, change or development that has had, has, or could reasonably be expected to have,
individually or together with other events, occurrences, facts, conditions, changes or developments, a material adverse effect on
the business, properties, assets, employees, operations, results of operations, condition (financial or otherwise), prospects,
assets or liabilities taken as a whole (ii) material impairment of the ability of any party to perform the material obligations of
such party under any transaction documents, or (iii) material impairment of the validity or enforceability of this Agreement or any
other transaction document against any party hereto or thereto;
(e) Officers
Certificate and Certificates of Good Standing. The Company shall have delivered to the Spin-Off Subsidiary the resolutions of the
Company’s board of directors, a certificate certified by the chief executive officer of the Company authorizing it to enter into
this Agreement and to perform the obligations contemplated hereunder. In addition, the Company shall have delivered to the Spin-Off Subsidiary
a certificate of good standing as of the closing date.
(f) Resolutions.
Any resolutions, consents, approvals, and waivers required from the Company under its memorandum and articles of association in connection
with the terms of this Agreement shall be in form and substance reasonably satisfactory to the Spin-Off Subsidiary.
Section 3.05 Transfer of Records.
On or before the Closing, the Company shall transfer to the Spin-Off Subsidiary all existing corporate books and records in the Company’s
possession relating to the Spin-Off Subsidiary and its business, including but not limited to all agreements, litigation files, real estate
files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both the Company
and the Spin-Off Subsidiary, only copies of such documents need be furnished.
ARTICLE IV – NON-COMPETITION;
NON-SOLICITATION
Section 4 .01.
During the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date (the
“Non-Competition Period”):
| (a) | neither the Company nor any of its Affiliates will compete with, or own, manage, operate, control or participate
in the ownership, management, operation or control of any company that competes with the Spin Off Subsidiary in the Technology Related
Business across all jurisdictions. “Affiliate” shall mean a person or entity that directly, or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control with, the person or entity specified, where “control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, through
the ownership of voting securities, by contract, as trustee, executor or otherwise; and |
| (b) | neither the Spin-Off Subsidiary nor any of its Affiliates will compete with, or own, manage, operate,
control or participate in the ownership, management, operation or control of any company that competes with the Company in the other business
of the Company that are not related to the Technology Related Business in all jurisdictions. |
Section 4.02 Non-Solicitation. During the
Non-Competition Period:
| (a) | neither the Company nor any of its Affiliates will (i) directly or indirectly, hire, engage or employ
(as an employee, consultant or otherwise) any Spin-Off Subsidiary’s employees (collectively, the “Spin-Off Subsidiary or
Listing Entity Employees”), unless agreed to by written consent of the Spin-Off Subsidiary and Listing Entity, (ii) through
any director or officer of the Company, directly or indirectly, solicit for employment or the engagement of services of any Spin-Off Subsidiary’s
Employee or induce or attempt to induce any Spin-Off Subsidiary’s Employee to leave his or her employment with the Spin-Off Subsidiary,
or in any way intentionally interfere with the employment relationship between any Spin-Off Subsidiary’s Employee or any Affiliate
of the Spin-Off Subsidiary, in each case for the purpose of employing or engaging the services of such the Spin-Off Subsidiary’s
Employee or soliciting such Spin-Off Subsidiary Employee to become an employee or consultant of the Company or its Subsidiaries or any
other Person; provided, however, that nothing herein shall preclude the Company from employing or soliciting any Spin-Off
Subsidiary Employee (A) who independently responds to any public advertisement or general solicitation
(such as a newspaper advertisement or internet posting) not specifically targeting such Spin-Off Subsidiary Employee or (B) following
the termination of such Spin-Off Subsidiary Employee’s employment with the Spin-Off Subsidiary for any reason, provided,
that the Company has not induced such Spin-Off Subsidiary’s Employee to terminate his or her employment in breach of the Company’s
obligations hereunder, or (iii) take any action or attempt to take any action with the intent of impairing any material relationship,
contractual or otherwise, between the Spin-Off Subsidiary Employees and any customer, supplier, consultant, independent contractor, distributor
or reseller; and |
| (b) | neither the Spin-Off Subsidiary will (i) directly or indirectly, hire, engage or employ (as an employee,
consultant or otherwise) any Company’s employees (collectively, the “Company’s Employees”), unless agreed
to by written consent of the Company, (ii) through any director or officer of the Spin-Off Subsidiary, directly or indirectly, solicit
for employment or the engagement of services of any Company’s Employee or induce or attempt to induce any Company’s Employee
to leave his or her employment with the Company, or in any way intentionally interfere with the employment relationship between any Company’s
Employee or any Affiliate of the Company, in each case for the purpose of employing or engaging the services of such the Company’s
Employee or soliciting such Company’s Employee to become an employee or consultant of the Spin-Off Subsidiary or its Subsidiaries
or any other Person; provided, however, that nothing herein shall preclude the Spin-Off Subsidiary from employing or soliciting
any Company’s Employee (A) who independently responds to any public advertisement or general solicitation (such as a newspaper advertisement
or internet posting) not specifically targeting such Company’s Employee or (B) following the termination of such Company’s
Employee’s employment with the Company for any reason, provided, that the Spin-Off Subsidiary has not induced such Company’s
Employee to terminate his or her employment in breach of the Spin-Off Subsidiary’s obligations hereunder, or (iii) take any action
or attempt to take any action with the intent of impairing any material relationship, contractual or otherwise, between the Company’s
and any customer, supplier, consultant, independent contractor, distributor or reseller. |
ARTICLE V – MISCELLANEOUS
Section
5.01 Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be
based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to the principles of conflicts of laws in any jurisdiction.
Each party consents and submits to the exclusive jurisdiction of the courts of the State of New York and the courts of the United States
located in New York for the adjudication of any action or legal proceeding relating to or arising out of this Agreement and the transactions
contemplated hereby (and each party agrees not to commence any action or legal proceeding relating thereto except in any such court).
Each Party hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue in such
courts and agrees not to plead or claim in any such court that any such action or legal proceeding brought in any such court has been
brought in an inconvenient forum. Each party hereby agrees that service of any process, summons, notice or document by overnight courier
addressed to such party shall be effective service of process for any such suit, action or proceeding brought against such party in any
such court. Each party hereto agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive
and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject by suit upon
such judgment. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED
TO THIS AGREEMENT.
Section
5.02 Notices. Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently
given if personally delivered to it or sent by telecopy, overnight courier or registered mail or certified mail, postage prepaid, addressed
as follows:
If to VCI Global Limited to:
Victor Hoo, Chief Executive Officer and Chairman
Suite 33.03 of Level 33, Menara Exchange, 106, Lingkaran
TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur
If to V Gallant Limited:
V Gallant Limited
BO3-C-8 Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200
Kuala Lumpur
or such other addresses as shall be
furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to
have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch,
if transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3) days after mailing, if sent by registered or certified
mail.
Section
5.03 Attorney’s Fees. In the event that either party institutes any action or suit to enforce this Agreement or to secure
relief from any default hereunder or breach hereof, the prevailing party shall be reimbursed by the losing party for all costs, including
reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.
Section
5.04 Confidentiality. Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement
have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another
party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal
inspection, of such other party, and shall not use such data or information or disclose the same to others, except (i) to the extent such
data or information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent that such
data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of
the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its
behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue
to comply with the confidentiality provisions set forth herein.
Section
5.05 Expenses. The Company will bear the expenses, including legal, accounting and professional fees, incurred in connection with
the Share Sale or any of the other transactions contemplated hereby.
Section
5.06 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter thereof
and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.
Section 5.07 Assignment.
Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any Party without the prior written consent
of the other Parties. Any purported assignment without such consent shall be void and unenforceable.
Section 5.08 Amendment and Waiver.
This Agreement may be amended, modified or waived only by a separate written instrument duly signed and delivered by or on behalf of all
Parties. Each Party agrees that no failure or delay by the other Parties in exercising any right, power or privilege hereunder will operate
as a waiver, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right,
power or privilege hereunder. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default
not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that
waiver.
Section 5.09 Severability The
invalidity, illegality or unenforceability of any provision of this Agreement shall not impair or affect the validity, legality or enforceability
of any other provision of this Agreement, unless the enforcement of such other provision in such circumstances would be inequitable as
determined by a court of competent jurisdiction.
IN WITNESS WHEREOF, the Parties hereto
have caused this Stock Sale and Business Separation Agreement to be duly executed by their respective authorized signatories as of the
date first indicated above.
| |
|
VCI GLOBAL LIMITED |
| |
|
|
| |
|
By: |
/s/ Hoo Voo Him |
| |
|
Name: |
Hoo Voon Him |
| Date: |
17 August, 2026 |
Title: |
Chief Executive Officer and Chairman |
| |
|
V GALLANT LIMITED |
| |
|
|
| |
|
By: |
/s/
Liu Ser Wei |
| |
|
Name: |
Liu Ser Wei |
| Date: |
17 August, 2026 |
Title: |
Director |
EXHIBIT 1.01
SHARED SERVICES
| Shared Service Description |
Pricing/Cost |
| |
|
|
1) HR & Administrative Services
- Manage recruitment, payroll,
employee benefits, employee relations, training, and compliance with employment laws
- |
MYR 10,000 per month |
| |
|
|
2) Finance Services
- Handle accounting,
budgeting, financial reporting, accounts payable/receivable, payroll management, and financial planning |
MYR 30,000 per month |
| |
|
|
3) Legal Services
- Legal advisory
and support services, including drafting and review of commercial and corporate agreements, securities and regulatory compliance, corporate
governance, and management of disputes and correspondence. |
MYR10,000 per month |
