VCI Global Ltd SEC Filings

VCI Global Limited is furnishing a Form 6-K that provides investors with updated operating and financial information for the company and its subsidiaries. The filing attaches an Operating and Financial Review for the six-month periods ended June 30, 2025 and 2024, along with unaudited condensed consolidated interim financial statements for those same periods and as of June 30, 2025 and December 31, 2024.

The company also states that this Form 6-K is incorporated by reference into its effective shelf registration statements on Form F-3 and related prospectuses, meaning these updates become part of its existing offering documents. The report includes standard forward-looking statements language, highlighting that future results may differ from current expectations and referring readers to the company’s Form 20-F risk factors for more detail.

Alumni Capital LP, Alumni Capital GP LLC and Ashkan Mapar filed a Schedule 13G/A reporting potential beneficial ownership of 3,451,865 ordinary shares of VCI Global Ltd (CUSIP G98218301), representing 9.99% of the class based on the issuer's 31,101,341 shares outstanding figure. The reported stake reflects shares that the Fund may acquire under convertible promissory notes, warrants, a securities purchase agreement and a purchase agreement; the Fund currently does not own any shares. The 9.99% figure reflects an Ownership Limitation in the agreements and the filing disclaims ownership except to the extent of pecuniary interest.

VCI Global Limited entered a Securities Purchase Agreement with Alumni Capital on August 13, 2025 to issue convertible notes in multiple tranches with aggregate principal up to $61,200,000. The notes are issued with an approximately 16.67% original issue discount, producing maximum gross proceeds of $51,000,000. Alumni receives warrants equal to 15% of each tranche's purchase price.

At the initial closing the company issued a $3,000,000 Convertible Note and a warrant to acquire up to $375,000 of ordinary shares for a combined purchase price of $2,500,000. Alumni agreed to purchase a $4,200,000 note and warrant to acquire up to $525,000 of shares by September 3, 2025 for a combined purchase price of $3,500,000. Alumni may, until August 13, 2027, purchase up to $54,000,000 additional notes (combined purchase price up to $45,000,000).

The notes do not accrue regular interest other than default interest and late charges. Conversion and warrant exercise prices are formula-based: warrants exercisable at the greater of $1.20 and $30,000,000 divided by outstanding shares; conversion price is defined by a Floor Price and formulae tied to outstanding shares and a 10-day VWAP metric. The company granted registration rights and filed a prospectus supplement dated August 13, 2025.

VCI Global Ltd. filed a prospectus supplement registering up to 69,875,000 ordinary shares to be offered for resale by Alumni Capital LP upon conversion of multiple tranches of convertible promissory notes and exercise of related warrants under a Securities Purchase Agreement dated August 13, 2025. The convertible program contemplates up to $61,200,000 of notes and warrants to purchase up to 6,375,000 shares. Initial closings include a combined $2.5M Tranche 1 and a $3.5M Tranche 2; Alumni may purchase up to $54M of Additional Notes through August 13, 2027.

The prospectus states estimated net proceeds to the Company of up to $58,650,000 assuming a $1.20 conversion/exercise price. The number of shares outstanding after the offering is stated as 100,976,341 (based on 31,101,341 outstanding as of August 13, 2025). Recent material items include the June 24, 2025 acquisition of a 20% stake in QuantGold for 11,904,762 shares, board changes, multiple registered direct offerings in early 2025, and a last Nasdaq sale price of $0.896 on August 12, 2025. The filing highlights dilution, resale risk by Alumni, PFIC tax considerations and other risks in the Risk Factors section.

VCI Global amended its prospectus supplement to reduce the maximum value of ordinary shares that may be sold to Alumni Capital from $120,077,348 to $78,927,348 and to reduce the maximum value of Warrant Shares issuable under the Commitment Warrant from $19,250,000 to $13,300,000. The Offered Shares include Purchase Shares issuable under the Purchase Agreement and Warrant Shares issuable under the three-year Commitment Warrant.

The amendment therefore lowers the total registered exposure to Alumni Capital by $47,100,000 in aggregate (a $41,150,000 reduction in Purchase Shares plus a $5,950,000 reduction in Warrant Shares). The document reiterates that Alumni Capital is an underwriter and that registration does not obligate purchase or issuance. The company notes its Nasdaq symbol VCIG and a last reported sale price of $0.8960 per share.

VCI Global Limited (NASDAQ: VCIG) has filed a Form 6-K outlining two material developments.

1. Modification of Equity Purchase Agreement: On 21 May 2025 the company amended its August 2024 Share Purchase Agreement with Alumni Capital LP. The purchase price for future share sales to Alumni Capital rises from 85% to 102% of the lowest traded price during the five business days preceding each sale, materially improving per-share proceeds and reducing relative dilution. In addition, Alumni Capital is now entitled to exercise up to US$5 million of commitment warrants on a cashless basis, a provision that could increase the outstanding share count without an accompanying cash inflow.

2. Acquisition / Launch of QuantGold Data Platform: Via a 24 June 2025 press release (Exhibit 99.2), VCIG announced the official launch of the QuantGold Data Platform, described as a “sovereign-grade” AI infrastructure that permits computation on sensitive data sets while preserving data ownership and privacy. VCIG will own a 20 % equity stake and will contribute its existing cybersecurity, AI-GPU and data-infrastructure businesses to the venture, signalling a strategic push into privacy-centric AI solutions.

No financial terms, revenue projections or closing conditions were disclosed for QuantGold, and the filing explicitly states that it is not an offer to sell securities.