VCI Global (VCIG) backer capped at 9.9% despite multi-million-share warrants

Rhea-AI Filing Summary

VCI Global Ltd (VCIG) received an amended Schedule 13G from Esousa Group Holdings LLC and Michael Wachs reporting their beneficial ownership in the company’s ordinary shares. They report beneficial ownership of 821,469 ordinary shares, representing 9.9% of the class, based on 7,542,584 ordinary shares outstanding as of June 1, 2026.

The reporting persons also hold warrants for additional shares that are not currently counted: 3,667,482 ordinary shares issuable upon exercise of Common A Warrants and 1,222,494 ordinary shares issuable upon exercise of Common B Warrants. A Beneficial Ownership Limitation in these warrants prevents them from being exercised to the extent it would increase their beneficial ownership above 9.9%, so the warrants could not be exercised as of the relevant date.

Key Figures

Beneficially owned shares: 821,469 ordinary shares Percent of class: 9.9% Shares outstanding: 7,542,584 ordinary shares +3 more

6 metrics

Beneficially owned shares 821,469 ordinary shares Shares beneficially owned by Esousa Group Holdings LLC and Michael Wachs

Percent of class 9.9% Ownership percentage of VCI Global Ltd ordinary shares

Shares outstanding 7,542,584 ordinary shares Issuer’s ordinary shares outstanding as of June 1, 2026

Common A Warrants underlying shares 3,667,482 ordinary shares Ordinary shares issuable upon exercise of Common A Warrants

Common B Warrants underlying shares 1,222,494 ordinary shares Ordinary shares issuable upon exercise of Common B Warrants

Beneficial Ownership Limitation 9.9% Maximum post-exercise ownership permitted under the warrant terms

Key Terms

Schedule 13G, Beneficial Ownership Limitation, dispositive power, warrants

4 terms

Schedule 13G regulatory

"Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Beneficial Ownership Limitation financial

"more than 9.9% of the then issued and outstanding ordinary shares"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

dispositive power financial

"Sole Dispositive Power 821,469.00 6 | Shared Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

warrants financial

"ordinary shares issuable upon the exercise of Common A Warrants and 1,222,494"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

FAQ

What percentage of VCI Global Ltd (VCIG) does Esousa Group Holdings LLC beneficially own?

Esousa Group Holdings LLC and Michael Wachs beneficially own 9.9% of VCI Global Ltd’s ordinary shares. This is based on 821,469 shares owned and 7,542,584 shares outstanding as of June 1, 2026, after applying the Beneficial Ownership Limitation.

How many VCI Global Ltd (VCIG) shares are beneficially owned by Esousa and Michael Wachs?

Esousa Group Holdings LLC and Michael Wachs report beneficial ownership of 821,469 ordinary shares of VCI Global Ltd. These shares are subject to their sole voting and sole dispositive power, with no shared voting or dispositive power reported in the filing.

What is the Beneficial Ownership Limitation disclosed for VCIG warrants?

The Beneficial Ownership Limitation is set at 9.9%. Under this term, VCI Global Ltd cannot issue shares upon warrant exercise if it would cause Esousa and Michael Wachs to beneficially own more than 9.9% of the then-outstanding ordinary shares of the company.

How many VCI Global Ltd (VCIG) shares are underlying Esousa’s warrants?

Esousa and Michael Wachs hold warrants for 3,667,482 ordinary shares under Common A Warrants and 1,222,494 ordinary shares under Common B Warrants. These warrant shares are excluded from beneficial ownership because of the 9.9% Beneficial Ownership Limitation.

What share count did VCIG report as outstanding for this 13G/A calculation?

VCI Global Ltd reported 7,542,584 ordinary shares outstanding as of June 1, 2026. Esousa and Michael Wachs used this outstanding share figure to calculate their 9.9% beneficial ownership percentage disclosed in the Schedule 13G/A amendment.

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Available on EDGAR 08/17/2026 - 09:01 PM Accepted by SEC EDGAR 08/17/2026 - 09:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

VCI Global Ltd

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G98218400

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G98218400

1

Names of Reporting Persons

Esousa Group Holdings LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 821,469.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 821,469.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

821,469.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): G98218400

1

Names of Reporting Persons

Michael Wachs

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 821,469.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 821,469.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

821,469.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: VCI Global Ltd
(b)	Address of issuer's principal executive offices: Suite 33.03, Menara Exchange 106 Lingkaran TRX, Tun Razak Exchange Kuala Lampur, N8, 55188
Item 2.
(a)	Name of person filing: Esousa Group Holdings LLC and Michael Wachs.
(b)	Address or principal business office or, if none, residence: 211 East 43rd Street, Suite 402 New York, NY 10017
(c)	Citizenship: Esousa Group Holdings LLC is a New York limited liability company and Mr. Wachs is a U.S. citizen.
(d)	Title of class of securities: Ordinary Shares
(e)	CUSIP No.: G98218400
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 821,469. This amount consists of 821,469 ordinary shares. Not included in the reported amount are 3,667,482 ordinary shares issuable upon the exercise of Common A Warrants and 1,222,494 ordinary shares exercisable upon the issuance of Common B Warrants (together with Common A Warrants, the "Warrants"). Pursuant to the terms of the Warrants, the Issuer cannot issue ordinary shares to the Reporting Person, and the Reporting Person cannot exercise its Warrants, to the extent that the Reporting Person would beneficially own, after any such issuance or exercise, more than 9.9% of the then issued and outstanding ordinary shares of the Issuer (the "Beneficial Ownership Limitation").
(b)	Percent of class: 9.9%. This percentage is based on 7,542,584 of the Issuer's ordinary shares outstanding as of June 1, 2026, as reported in the Issuer's Report on Form 6-K furnished with the Securities and Exchange Commission on June 26, 2026, and gives effect to the Beneficial Ownership Limitation. Due to the Beneficial Ownership Limitation, as of the date of the event which requires filing of this statement, the Reporting Person could not exercise its Warrants.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 821,469 ordinary shares
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 821,469 ordinary shares
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Esousa Group Holdings LLC

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs/Managing Member
Date:	08/17/2026

Michael Wachs

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs
Date:	08/17/2026

Exhibit Information

Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G