Esousa Group and Michael Wachs disclose 9.9% stake in VCI Global (VCIG)

Rhea-AI Filing Summary

VCI Global Ltd reports a Schedule 13G joint filing showing Esousa Group Holdings LLC and Michael Wachs beneficially own 225,241 ordinary shares. The filing states this equals 9.9% of the class based on 2,049,926 ordinary shares outstanding as of March 5, 2026, with a Beneficial Ownership Limitation that prevents exercises or issuances that would exceed 9.9%.

The reported 225,241 shares represent sole voting and dispositive power held by the reporting persons. The filing also lists warrants convertible into additional ordinary shares (997,253 Pre-Funded Warrants; 1,222,494 Common A Warrants; 1,222,494 Common B Warrants) that the reporting persons cannot presently exercise in full because of the stated ownership cap.

Insights

Corporate Governance Analyst

Joint 13G shows a large holder constrained by a 9.9% ownership cap.

The filing records 225,241 shares (9.9%) held by Esousa Group Holdings LLC and Michael Wachs, with sole voting and dispositive power. The disclosure cites a Beneficial Ownership Limitation that prevents issuance or exercise that would push beneficial ownership above 9.9%.

This means additional convertible instruments exist but are effectively dormant until exercise is permitted under the limitation; subsequent filings would show any change in ownership if warrants are exercised or transfers occur.

Securities Compliance Specialist

Schedule 13G format signals passive/beneficial ownership disclosure rather than an active acquisition plan.

The statement lists the total shares outstanding used for the percentage calculation (2,049,926 as of March 5, 2026) and itemizes related warrants (997,253; 1,222,494; 1,222,494). The Beneficial Ownership Limitation is stated verbatim and governs exercise rights.

Filing parties should update ownership percent or transactions if the cap changes, warrants are exercised, or voting/dispositive power shifts; watch for amended 13D/G or Form 4 filings if active transactions occur.

Key Figures

Beneficially owned shares: 225,241 shares Percent of class: 9.9% Shares outstanding: 2,049,926 shares +3 more

6 metrics

Beneficially owned shares 225,241 shares Amount beneficially owned by Esousa Group Holdings LLC and Michael Wachs

Percent of class 9.9% Percent of ordinary shares based on shares outstanding as of <date> March 5, 2026

Shares outstanding 2,049,926 shares Ordinary shares outstanding used for percentage calculation as of March 5, 2026

Pre-Funded Warrants issuable 997,253 warrants Pre-Funded Warrants issuable into ordinary shares (cannot be fully exercised due to 9.9% cap)

Common A Warrants issuable 1,222,494 warrants Common A Warrants issuable into ordinary shares (exercise constrained by limitation)

Common B Warrants issuable 1,222,494 warrants Common B Warrants issuable into ordinary shares (listed in filing)

Key Terms

Beneficial Ownership Limitation, Pre-Funded Warrants, Common A Warrants, Schedule 13G

4 terms

Beneficial Ownership Limitation regulatory

"Pursuant to the terms of the Warrants, the Issuer cannot issue 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.

Pre-Funded Warrants financial

"Not included in the reported amount are 997,253 ordinary shares issuable upon the exercise of Pre-Funded Warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Common A Warrants financial

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

Schedule 13G regulatory

"Item 1. | (a) | Name of issuer: VCI Global Ltd"

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

VCI Global Ltd

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G98218400

(CUSIP Number)

03/06/2026

(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 225,241.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 225,241.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

225,241.00

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 225,241.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 225,241.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

225,241.00

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, 55188 Kuala Lampur, N8
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 1001
(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 Number(s): 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: 225,241. This amount consists of 225,241 ordinary shares. Not included in the reported amount are 997,253 ordinary shares issuable upon the exercise of Pre-Funded Warrants, 1,222,494 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 the Pre-Funded Warrants and 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 2,049,926 of the Issuer's ordinary shares outstanding as of March 5, 2026, as reported in the Issuer's prospectus filed with the Securities and Exchange Commission on March 6, 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 all of its Common Warrants or Pre-Funded Warrants.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 225,241 ordinary shares
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 225,241 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:	03/30/2026

Michael Wachs

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs
Date:	03/30/2026

Exhibit Information

EXHIBIT A AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G

FAQ

What does VCI Global's Schedule 13G filing reveal about Esousa Group Holdings (VCIG)?

It discloses Esousa Group Holdings LLC and Michael Wachs beneficially own 225,241 ordinary shares. The filing states this equals 9.9% of the class based on 2,049,926 shares outstanding as of March 5, 2026, and notes voting and dispositive power.

Why can’t the reporting persons exercise all their warrants for VCIG shares?

Because the filing cites a Beneficial Ownership Limitation that prevents issuance or exercise which would cause beneficial ownership to exceed 9.9%. This restriction limits full exercise of Pre-Funded and Common Warrants.

How many additional VCIG shares are issuable from warrants listed in the filing?

The filing lists 997,253 Pre-Funded Warrants, 1,222,494 Common A Warrants, and 1,222,494 Common B Warrants as issuable, subject to the Beneficial Ownership Limitation that restricts exercise beyond 9.9%.

What percentage of VCIG was used to calculate the 9.9% figure?

The 9.9% calculation is based on 2,049,926 ordinary shares outstanding as of March 5, 2026, as cited in the filing's reference to the issuer's prospectus filed March 6, 2026.

Does the filing indicate changes in voting or disposition rights for VCIG shares?

The filing states the reporting persons have sole voting power and sole dispositive power over the reported 225,241 ordinary shares, with no shared powers listed in the disclosure.