VCI Global Ltd美股招股说明书(2025-10-31版)

488,789 Ordinary SharesPre-Funded Warrants to Purchase Up to 2,288,989 Ordinary SharesPlacement Agent Warrants to Purchase Up to 83,334 Ordinary Shares2,372,323 Ordinary Shares Issuable Upon Exercise of the Pre-Funded Warrants and PlacementAgent Warrants Offered Hereby We are offering (i) 488,789 of our ordinary shares, no par value per share (the “Ordinary Shares”) and (ii) pre-funded warrants topurchase up to 2,288,989 of our Ordinary Shares (the “Pre-Funded Warrants”), directly to a single fundamental institutional investor,referred to as the “Investor,” pursuant to this prospectus supplement and accompanying prospectus and a securities purchaseagreement dated as of October 30, 2025 by and between us and the Investor (the “Securities Purchase Agreement”). Each OrdinaryShare is being sold at an offering price of $1.80 per Ordinary Share and each Pre-Funded Warrant is being sold at an offering price of$1.799 per Ordinary Share. We are also offering hereunder the Ordinary Shares issuable upon exercise of the Pre-Funded Warrantsoffered hereby. The Pre-Funded Warrants have a nominal exercise price of $0.001 per Ordinary Share, will be immediately exercisable upon issuance,and will expire when the Pre-Funded Warrants are exercised in full. The holder of Pre-Funded Warrants cannot exercise the Pre-Funded Warrants if the aggregate number of Ordinary Shares beneficially owned by the holder, together with its affiliates, wouldexceed 4.99% (or, upon election of the holder, 9.99%) of the number of Ordinary Shares outstanding immediately after giving effect toexercise thereof. The holder of Pre-Funded Warrants may increase or decrease such beneficial ownership limitation upon notice to us,provided that any increase will not be effective until the 61st day after such election and that in no event should the holder’s beneficialownership limitation exceed 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to exercise. Our Ordinary Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VCIG.” The last reported sales price ofour Ordinary Shares on Nasdaq on October 29, 2025 was $1.80 per share. There is no established public trading market for any of thePre-Funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to applyfor listing of any of the Pre-Funded Warrants on any national securities exchange or other trading market. We are an “emerging growth company” and a “foreign private issuer” under applicable Securities and Exchange Commission rules,and will be subject to reduced public company reporting requirements for this prospectus supplement and future filings. See thesections entitled “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company” and “ProspectusSupplement Summary—Implications of Our Foreign Private Issuers Status” for additional information. Investing in our securities involves risks. See the section entitled “Risk Factors” beginning on page S-9 of this prospectussupplement, page 5 of the accompanying prospectus and under similar headings in the documents we incorporate by referenceinto this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanyingprospectus. Any representation to the contrary is a criminal offense. We have retained Rodman & Renshaw LLC to act as our exclusive placement agent (the “Placement Agent”). The Placement Agenthas agreed to use its “reasonable best efforts” to arrange for the sale of the securities offered by this prospectus supplement. ThePlacement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number ordollar amount of the securities. There is no required minimum number of securities that must be sold as a condition to completion ofthis offering, and there are no arrangements to place the funds in an escrow, trust, or similar account. We have agreed to pay thePlacement Agent fees set forth in the table below, which assumes that we sell all of the securities we are offering. (1)We have agreed to: (i) pay the Placement Agent a fee equal to 8.0% of the aggregate gross proceeds received from this offering;(ii) reimburse the Placement Agent for certain of its expenses; and (iii) issue to the Placement Agent, or its designees, warrants topurchase up to 83,334 Ordinary Shares, equal to 3.0% of the aggregate number of Ordinary Shares issued in this offering (the“Placement Agent Warrants”). See “Plan of Distribution” on page S-17 of this prospectus supplement. (2)The amount of the offering proceeds to us presented in this table does not give effect to the exercise, if any, of the Pre-FundedWarrants or the Placement Agent Warrants. We anticipate t