VCI Global Limited filed Amendment No. 1 to its Form F-1 registration statement with the SEC on November 2, 2026, covering the resale of up to 102,142,986 Ordinary Shares by three selling shareholders connected to equity line and convertible note transactions.

Key Highlights

  • Total shares registered for resale: Up to 102,142,986 Ordinary Shares, no par value, of VCI Global Limited.
  • Selling shareholders: Hudson Global Ventures, LLC, Dune Equity Holdings LLC, and FirstFire Global Opportunities Fund LLC.
  • Equity Line of Credit (ELOC): Up to 100,000,000 Ordinary Shares may be issued and sold to Hudson under an Equity Purchase Agreement dated September 23, 2026, with potential proceeds to the company of up to $125 million.
  • Convertible notes: Up to 893,971 Ordinary Shares each are issuable upon conversion of secured convertible promissory notes issued separately to Dune and FirstFire under Securities Purchase Agreements dated September 23, 2026.
  • Reverse stock split: A 1-for-18 reverse stock split of Ordinary Shares was effected on November 2, 2026, with all share counts and warrant exercise prices (except ELOC Purchase Shares) adjusted retroactively.
  • Warrant terms: The ELOC Warrant is a five-year warrant with an exercise price of $0.18 per share; the PIPE Warrants are five-year warrants with an initial exercise price of $36.00 per share, subject to adjustment.
  • Company proceeds: The company disclosed it may receive up to $125 million and $11,718.75 from Hudson, and up to $1.7 million in aggregate from Dune and FirstFire upon cash exercises of the PIPE Warrants.

VCI Global's Resale Registration: ELOC, Convertible Notes, and the November 2026 Reverse Split

According to the filing, VCI Global Limited, incorporated in the British Virgin Islands and headquartered in Kuala Lumpur, Malaysia, submitted Amendment No. 1 to its Form F-1 registration statement under Registration No. 333-299190. The prospectus relates solely to the resale of shares by the three named selling shareholders and not to any primary offering by the company. As stated in the filing, "We are not selling any securities under this prospectus and will not receive any proceeds from the resale of Selling Shareholder Shares by any Selling Shareholder."

The 102,142,986 shares registered consist of several distinct tranches. The largest is up to 100,000,000 ELOC Purchase Shares potentially issuable to Hudson Global Ventures under the Equity Purchase Agreement. The remaining shares include 65,104 ELOC Warrant Shares for Hudson, 893,971 Dune Conversion Shares, 893,971 FirstFire Conversion Shares, 192,920 Dune Warrant Shares, 95,020 FirstFire Warrant Shares, and 1,000 Commitment Shares each issued to Dune and FirstFire as fees for entering into their respective Securities Purchase Agreements, according to the filing.

The filing also disclosed that a 1-for-18 reverse stock split was effected on November 2, 2026, the same date the amendment was filed. Under this split, every 18 Ordinary Shares outstanding were combined into one. The number of shares issuable under the ELOC Warrant and PIPE Warrants was divided by 18 and the exercise prices were multiplied by 18. The filing states that the ELOC Purchase Shares registered were not adjusted for the reverse split because Hudson's commitment under the EPA is denominated in dollars and the purchase price is based on the market price of the Ordinary Shares. The filing notes that Hudson is an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act, and that Dune and FirstFire "may be deemed" underwriters under the same provision. The company's Ordinary Shares are listed on the Nasdaq Capital Market.

What Was Disclosed

VCI Global filed an amended F-1 registration statement on November 2, 2026, registering up to 102,142,986 Ordinary Shares for resale by Hudson Global Ventures, Dune Equity Holdings, and FirstFire Global Opportunities Fund, in connection with an equity line, convertible notes, and related warrants, following a 1-for-18 reverse stock split effected the same day.