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 December 2024
Commission File Number: 001-41678
VCI Global Limited
(Translation of registrant’s name into English)
B03-C-8 Menara 3A
KL, Eco City, No.3 Jalan Bangsar
59200 Kuala Lumpur
(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 ☐
As previously disclosed, on August 1, 2024, VCI
Global Limited (the “Company”) entered into a Share Purchase Agreement, as amended on September 23, 2024 (the “Purchase
Agreement”) with Alumni Capital LP (“Alumni Capital”), a Delaware limited partnership. Pursuant to the Purchase Agreement,
the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $35,000,000 of our ordinary shares (the “Commitment
Amount”), no par value, at the Purchase Price (defined below) during the period beginning on the execution date of the Purchase
Agreement and ending on the earlier of (i) the date on which Alumni Capital has purchased $35,000,000 of our ordinary shares pursuant
to the Purchase Agreement or (ii) June 30, 2025.
Pursuant to the Purchase Agreement, the “Purchase
Price” means eighty-five percent (85%) of the lowest daily VWAP of the ordinary shares five business days prior to the Closing of
a Purchase Notice. No Purchase Notice will be made without an effective registration statement and no Purchase Notice will be in an amount
greater than $1,000,000.
The Purchase Agreement provides that the number
of our ordinary shares to be sold to Alumni Capital will not exceed the number of shares that, when aggregated together with all other
shares of our ordinary shares which Alumni Capital is deemed to beneficially own, would result in Alumni Capital owning more than 4.99%
of our outstanding ordinary shares.
In consideration for Alumni Capital’s execution
and performance under the Purchase Agreement, the Company issued to Alumni Capital a Share Purchase Warrant dated August 1, 2024 (the
“Commitment Warrant”), to purchase up to a number of our ordinary shares equal to (i) 20% of the Commitment Amount less the
aggregate Exercise Values of all previous partial exercises of the Commitment Warrant, divided by (ii) the Exercise Price on the date
of exercise.
On December 17, 2024, we filed a prospectus supplement,
dated as of December 17, 2024 (the “Prospectus Supplement”) under our registration statement on Form F-3 (File No. 333-279521),
in respect of portion of the Commitment Amount and the ordinary shares underlying the Commitment Warrant. The Prospectus Supplement included
certain updated disclosures regarding the Company, in particular, in the sections captioned “Prospectus Supplement Summary—Recent
Developments”. In addition, the Company is filing, as exhibit 5.1 hereto, an opinion of counsel of Carey Olsen (BVI) L. P.
This Report on Form 6-K shall not constitute an
offer to sell or the solicitation of an offer to buy the Company’s securities, nor shall there be any offer, solicitation, or sale
of the Company’s securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
SIGNATURES
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.
| Date: December 17, 2024 |
VCI Global Limited |
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By: |
/s/ Victor Hoo |
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Name: |
Victor Hoo |
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Title: |
Chairman and Chief Executive Officer |
Exhibit Index
3
Exhibit 5.1
17 December 2024
VCI Global Limited
B03-C-8 Menara 3A
KL Eco City, No. 3 Jalan Bangsar
59200 Kuala Lumpur
Dear
Sir / Madam
| Re: | VCI Global Limited (the “Company”) |
We are lawyers qualified to practise in the British
Virgin Islands and have acted as British Virgin Islands legal counsel to the Company. We have been asked to issue this legal opinion in
connection with a prospectus supplement dated 17 December 2024 (the “Prospectus Supplement” and together with the base
prospectus included in the Registration Statement (as defined below), the “Prospectus”) forming part of the registration
statement on Form F-3 (file number 333-279521) filed with the U.S. Securities and Exchange Commission (the “Commission”)
(the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”)
relating to the offering of the following securities of the Company having an aggregate offering price of up to (i) $20,077,348 in Ordinary
Shares and (ii) $6,000,000 in Warrant Shares (as defined below), or the equivalent in foreign or composite currencies.
The Prospectus Supplement relates to the registration
of: (a) $20,077,348 in Ordinary Shares which may be purchased by Alumni Capital LP pursuant to the Securities Purchase Agreement at a
price per share as more particularly set out in the Securities Purchase Agreement, and (b) up to $6,000,000 in Ordinary Shares to be exercised
pursuant to a share purchase warrant entered into between the Company and Alumni Capital LP (the “Warrant Shares”), (a)
and (b) together the “Shares”.
We hereby consent to the filing of this opinion
letter as an exhibit to the Registration Statement and to the references to our firm under the heading “Legal Matters” in
the Prospectus. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder.
This
Opinion is given only on the laws of the British Virgin Islands in force at the date hereof and is based solely on matters of fact known
to us at the date hereof. We have not investigated the laws or regulations of any jurisdiction other than the British Virgin Islands (collectively,
“Foreign Laws”).
We express no opinion as to matters of fact or, unless expressly stated otherwise, the veracity of any representations or warranties given
in or in connection with any of the documents set out in Schedule 1.
| 2. | documents reviewed and ENQUIRIES made |
In
giving this Opinion, we have undertaken the Searches and reviewed originals, copies, drafts, conformed copies, certified copies or notarised
copies of the documents set out in Schedule 1.
| 3. | ASSUMPTIONS AND QUALIFICATIONS |
This
Opinion is given on the basis that the assumptions set out in Schedule 2 (which
we have not independently investigated or verified) are true, complete and accurate in all respects. In addition, this Opinion is subject
to the qualifications set out in Schedule 3.
Having regard to such legal considerations
as we deem relevant, we are of the opinion that:
| 4.1 | Due incorporation, existence and status |
The
Company has been duly incorporated as a BVI business company, limited by shares, under the BVI Business Companies Act 2004 (as amended)
(the “Act”), is validly existing and was in good
standing with the Registrar of Corporate Affairs in the British Virgin Islands at the date of the Certificate of Good Standing (the “Registrar”).
The Company has full
power (including both capacity and authority) under its Memorandum and Articles to enter into, deliver and perform its obligations under
the Documents and to offer the Shares under the Securities Purchase Agreement and the share purchase warrant.
The execution and
delivery of the Documents by the Company and the performance of its obligations thereunder do not contravene:
| (a) | any law to which the Company is currently subject in the British Virgin Islands; or |
| (b) | any provision of the Memorandum and Articles. |
| (c) | Based solely on the Memorandum and Articles, the Company
is authorised to issue an unlimited number of Ordinary Shares, no par value per share. |
| (d) | The Shares, to be issued and sold by the Company pursuant
to the terms of the Securities Purchase Agreement, have been duly authorised for issuance and when: (a) the board of directors of the
Company has taken all necessary corporate action to approve the issue thereof, the terms of the offering thereof and related matters;
(b) the issue of such Shares have been recorded in the Company’s register of members; and (c) the subscription price of such Shares
have been fully paid in cash or other consideration approved by the board of directors of the Company, the Shares will be duly authorised,
validly issued, fully-paid and non-assessable, and free of any pre-emptive or similar rights. As a matter of British Virgin Islands law,
a share is only issued when it has been entered in the register of members. |
| (e) | The Board Resolutions authorise and approve the issue of
the Shares for the purposes of paragraph (d) above. |
| (f) | The description of the Ordinary Shares in the Registration
Statement and Prospectus is correct in all material aspects. |
The execution and
delivery of the Securities Purchase Agreement and the performance by the Company of its obligations thereunder have been authorised by
the Company and, the Securities Purchase Agreement has been duly executed on behalf of the Company constitutes the legal, valid and binding
obligations of the Company enforceable in accordance with its terms.
| 5.1 | Except as specifically referred to in this Opinion we have not examined, and give no opinion on, any contracts,
instruments or other documents (whether or not referred to in, or contemplated by, the Documents). We do not give any opinion on the commercial
merits of any transaction contemplated or entered into under or pursuant to the Documents. |
| 5.2 | This Opinion (and any obligations arising out of or in connection with it) is given on the basis that
it shall be governed by and construed in accordance with the laws of the British Virgin Islands. By relying on the opinions set out in
this Opinion the addressee(s) hereby irrevocably agree(s) that the courts of the British Virgin Islands are to have exclusive jurisdiction
to settle any disputes which may arise in connection with this Opinion. |
| 5.3 | We assume no responsibility to advise any person entitled to rely on this Opinion, or to undertake any
investigations, as to any change in British Virgin Islands law (or its application) or factual matters arising after the date of this
Opinion, which might affect the opinions set out herein. |
| 5.4 | This opinion deals only with the specified legal issues expressly addressed herein, and you should not
infer any opinion that is not explicitly stated herein from any matter addressed in this opinion. |
| 5.5 | This opinion is issued solely in connection with the Registration Statement and Prospectus and the offering
of the Shares by the Company and is not to be relied upon in respect of any other matter. |
| Yours faithfully |
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| /s/ Carey Olsen |
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| Carey Olsen |
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Schedule 1
Documents
Reviewed and ENQUIRIES made
For the purpose of this Opinion,
we have reviewed originals, copies, drafts or conformed copies of the following documents:
| 1. | The certificate of incorporation of the Company obtained by us pursuant to the Company Searches. |
| 2. | The memorandum and articles of association of the Company (the “Memorandum and Articles”)
obtained by us pursuant to the Company Searches. |
| 3. | A certificate of good standing relating to the Company issued by the Registrar, dated 3 December 2024
(the “Certificate of Good Standing”). |
| 4. | A registered agent’s certificate dated 4 December 2024 (the “Certificate”) issued by
the Registered Agent. |
| 5. | The board resolutions of the Company duly executed and dated 17 December 2024 (the “Board Resolutions”). |
The information revealed
by our search of the Company’s public records on file and available for public inspection from the Registrar at the time of our search
on 16 December 2024 (the “Company Searches”), including all relevant forms and charges (if any) created by the Company
and filed with the Registrar pursuant to section 163 of the BVI Business Companies Act (the “Act”).
| 1. | A final copy of the Prospectus Supplement, the Prospectus and the Registration Statement. |
| 2. | A duly executed copy of the securities purchase agreement between the Company and Alumni Capital LP dated
1 August 2024 and as amended on 23 September 2024 (the “Securities Purchase Agreement”). |
The documents listed
in paragraph C of this Schedule are together, the “Documents”.
The documents listed
in this Schedule are the only documents and/or records we have examined and the only searches and enquiries we have carried out for the
purposes of this Opinion.
SCHEDULE 2
Assumptions
We have assumed:
| (a) | the genuineness and authenticity of all signatures and the conformity to
the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which
such copies were taken; |
| (b) | that where a document has been examined by us in draft form, it will be
or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes
thereto have been marked or otherwise drawn to our attention; |
| (c) | the accuracy and completeness of all factual representations made in the
Registration Statement and the Documents reviewed by us; |
| (d) | that the public records of the Company we have examined are accurate and
that the information disclosed by the Searches is true and complete. |
| (e) | that the Resolutions were signed by all or a majority of the directors,
as the case may be, in the manner prescribed in the Company’s articles of association, remain in full force and effect and have
not been rescinded or amended; |
| (f) | that there is no provision of the law of any jurisdiction, other than the
British Virgin Islands, which would have any implication in relation to the opinions expressed herein; |
| (g) | that upon issue of any shares to be sold by the Company, the Company will
receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; |
| (h) | the Company’s issuance of any Ordinary Shares is or will be in compliance
with its Memorandum and Articles; |
| (i) | that Memorandum and Articles will not be amended in any manner that would
affect the opinions set forth herein; |
| (j) | that the Registration Statement has been declared effective by the Commission
prior to, or concurrent with, the sale of the Shares pursuant to the Registration Statement; |
| (k) | the Registration Statement and the transactions contemplated thereunder
complies with the requirements of the applicable rules of the Nasdaq Capital Market and the Securities Act; |
| (l) | the capacity, power and authority of each of the parties to the Documents,
as the case may be, other than the Company, to enter into and perform its respective obligations thereunder; |
| (m) | the due execution and delivery of the Documents by each of the parties thereto,
other than the Company, and the physical delivery thereof by the Company with an intention to be bound thereby; |
| (n) | the validity and binding effect under the laws of such jurisdiction (the
“Foreign Laws”) of the Documents in accordance with its terms; |
| (o) | the validity and binding effect under the Documents of the submission by
the Company to the exclusive jurisdiction of the relevant state and federal courts of the United States of America (the “Foreign
Courts”); |
| (p) | no invitation has been or will be made by or on behalf of the Company to
the public in the British Virgin Islands to subscribe for any shares of the Company; |
| (q) | that on the date of entering into the Documents the Company is, and after
entering into the Documents the Company is and will be able to, pay its liabilities as they become due; and |
| (r) | none of the parties to the Documents is carrying on unauthorised financial
services business for the purposes of the Financial Services Commission Act of the British Virgin Islands, and |
| (s) | that the contents of the Registered Agent’s Certificate are true and
correct as of the date hereof. |
SCHEDULE 3
qualifications
| 1. | The obligations under the Documents will not necessarily be legal, valid, binding or enforceable in all
circumstances and this Opinion is not to be taken to imply that each obligation would necessarily be capable of enforcement or be enforced
in all circumstances in accordance with its terms. In particular, but without limitation: |
| (a) | the binding effect, validity and enforceability of obligations may be limited by laws relating to bankruptcy,
insolvency, moratorium, liquidation, dissolution, re-organisation and other laws of general application relating to, or affecting the
rights of, creditors; |
| (b) | enforcement may be limited by general principles of equity (for example, equitable remedies such as specific
performance or the issuing of an injunction are available only at the discretion of the court and may not be available where damages are
considered to be an adequate alternative and we therefore express no opinion on whether such remedies will be granted if sought); |
| (c) | claims may be or become barred under the laws relating to the prescription and limitation of actions or
may become subject to the general doctrine of estoppel or waiver in relation to representations, acts or omissions of any relevant party
or may become subject to defences of set-off or counterclaim; |
| (d) | where obligations are to be performed in a jurisdiction outside the British Virgin Islands, they may not
be enforceable in the British Virgin Islands to the extent that performance would be illegal under the laws of that jurisdiction; |
| (e) | the courts of the British Virgin Islands have jurisdiction to give judgment in the currency of the relevant
obligation; |
| (f) | obligations to make payments that may be regarded as penalties will not be enforceable; |
| (g) | a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory
power; |
| (h) | there exists doubt as to enforceability of any provision whereby the Company covenants not to exercise
powers specifically given to its Members by the Act; |
| (i) | the enforcement of contractual obligations may be limited by the provisions of British Virgin Islands
law applicable to agreements or contracts held to have been frustrated by events happening after the relevant agreement or contract was
entered into; |
| (j) | the enforcement of obligations may be invalidated or vitiated by reason of fraud, duress, undue influence,
mistake, illegality or misrepresentation; |
| (k) | the courts of the British Virgin Islands may: |
| (i) | refuse to enforce a provision that amounts to an indemnity in respect of the costs of enforcement or of
unsuccessful proceedings brought in the British Virgin Islands where such courts have already made an order to that effect; |
| (ii) | decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to
the Documents in matters where they determine that such proceedings may be tried in a more appropriate forum; and/or |
| (iii) | find that a hybrid dispute resolution clause, though generally recognised under British Virgin Islands
law, is unenforceable on the grounds, amongst others, that it confers concurrent jurisdiction on an arbitral tribunal and the courts of
the British Virgin Islands; |
| (l) | provisions that purport to require parties to reach agreement in the future may be unenforceable for lack
of certainty; |
| (m) | an agreement made by a person in the course of carrying on unauthorised financial services business is
unenforceable against the other party to the agreement under section 50F of the Financial Services Commission Act, 2001; |
| (n) | where the courts of the British Virgin Islands determine that a contractual term may be interpreted in
more than one manner the courts may employ the one that is deemed to be most consistent with business and common sense; |
| (o) | it is possible that a judgment (in the British Virgin Islands or elsewhere) relating to a particular agreement
or instrument would be held to supersede the terms of such agreement or instrument with the effect that, notwithstanding any express term
to the contrary in such agreement or instrument, such terms would cease to be binding; and |
| (p) | there is a presumption that the courts of the British Virgin Islands will give effect to an exclusive
jurisdiction clause in an agreement and upon application, may stay proceedings brought in the British Virgin Islands or grant an anti-suit
injunction against a party that commences proceedings elsewhere where such proceedings are in breach of the exclusive jurisdiction clause,
unless a party can satisfy the courts of the British Virgin Islands that it would be just and equitable to depart from that presumption
(for example, not to do so would deprive one party of access to justice). |
| 2. | To maintain the Company in good standing under the laws of the British Virgin Islands, the Company must
inter alia pay annual filing fees to the Registrar, comply with its economic substance requirements and obligations under the Virgin Islands
Economic Substance (Companies and Limited Partnerships) Act, 2018 and file a copy of its register of directors with the Registrar. |
| 3. | We make no comment on references to any Foreign Laws or to any representations or warranties made in any
agreement or document. |
| 4. | We express no view as to the commercial terms of the Documents or whether such terms represent the intentions
of the parties and make no comment with regard to the representations that may be made by the Company. |
| 5. | We offer no opinion as to whether the acceptance of, or the execution or performance of, the Company’s
obligations under the Documents will or may result in the breach or infringement of any other deed, contract or document entered into
by, or binding upon, the Company (other than the Memorandum and Articles). |
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