SEC Form SCHEDULE 13G filed by VCI Global Limited
$VCIG
Diversified Commercial Services
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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VCI Global Limited (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G98218301 (CUSIP Number) |
04/08/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G98218301 |
| 1 | Names of Reporting Persons
Alumni Capital LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
331,858.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) Alumni Capital LP is the holder of warrants to purchase Ordinary Shares. Alumni Capital GP LLC is the general partner of Alumni Capital LP and in that capacity has voting and dispositive power over securities owned by Alumni Capital LP. Alumni Capital GP LLC does not itself own any securities of the issuer. Ashkan Mapar is the manager of Alumni Capital GP LLC, which is the general partner of Alumni Capital LP and in that capacity may be deemed to possess voting and dispositive power over securities owned by Alumni Capital LP; however, Ashkan Mapar disclaims beneficial ownership of these Ordinary Shares shares except to the extent of his pecuniary interest therein. Ashkan Mapar does not himself own any securities of the issuer.
(2) Represents 331,858 Ordinary Shares underlying presently exerciseable warrants held by Alumni Capital LP, and it excludes 4,213,607 Ordinary Shares underlying warrants that cannot be issued if, after giving effect to such issuance after exercise, Alumni Capital LP (together with its affiliates) would beneficially own in excess of 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the exercise (the "Exercise Blockers"). Without the 9.99% Exercise Blockers noted in this Schedule 13G, Alumni Capital LP would be deemed to beneficially own 4,545,465 Ordinary Shares.
(3) Based on 3,020,243 Ordinary Shares outstanding plus 331,858 Ordinary Shares issuable upon exercise of presently exerciseable warrants.
SCHEDULE 13G
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| CUSIP No. | G98218301 |
| 1 | Names of Reporting Persons
Alumni Capital GP 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
331,858.00 | ||||||||
| 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)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Alumni Capital LP is the holder of warrants to purchase Ordinary Shares. Alumni Capital GP LLC is the general partner of Alumni Capital LP and in that capacity has voting and dispositive power over securities owned by Alumni Capital LP. Alumni Capital GP LLC does not itself own any securities of the issuer. Ashkan Mapar is the manager of Alumni Capital GP LLC, which is the general partner of Alumni Capital LP and in that capacity may be deemed to possess voting and dispositive power over securities owned by Alumni Capital LP; however, Ashkan Mapar disclaims beneficial ownership of these Ordinary Shares shares except to the extent of his pecuniary interest therein. Ashkan Mapar does not himself own any securities of the issuer.
(2) Represents 331,858 Ordinary Shares underlying presently exerciseable warrants held by Alumni Capital LP, and it excludes 4,213,607 Ordinary Shares underlying warrants that cannot be issued if, after giving effect to such issuance after exercise, Alumni Capital LP (together with its affiliates) would beneficially own in excess of 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the exercise (the "Exercise Blockers"). Without the 9.99% Exercise Blockers noted in this Schedule 13G, Alumni Capital LP would be deemed to beneficially own 4,545,465 Ordinary Shares.
(3) Based on 3,020,243 Ordinary Shares outstanding plus 331,858 Ordinary Shares issuable upon exercise of presently exerciseable warrants.
SCHEDULE 13G
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| CUSIP No. | G98218301 |
| 1 | Names of Reporting Persons
Ashkan Mapar | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
331,858.00 | ||||||||
| 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)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Alumni Capital LP is the holder of warrants to purchase Ordinary Shares. Alumni Capital GP LLC is the general partner of Alumni Capital LP and in that capacity has voting and dispositive power over securities owned by Alumni Capital LP. Alumni Capital GP LLC does not itself own any securities of the issuer. Ashkan Mapar is the manager of Alumni Capital GP LLC, which is the general partner of Alumni Capital LP and in that capacity may be deemed to possess voting and dispositive power over securities owned by Alumni Capital LP; however, Ashkan Mapar disclaims beneficial ownership of these Ordinary Shares shares except to the extent of his pecuniary interest therein. Ashkan Mapar does not himself own any securities of the issuer.
(2) Represents 331,858 Ordinary Shares underlying presently exerciseable warrants held by Alumni Capital LP, and it excludes 4,213,607 Ordinary Shares underlying warrants that cannot be issued if, after giving effect to such issuance after exercise, Alumni Capital LP (together with its affiliates) would beneficially own in excess of 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the exercise (the "Exercise Blockers"). Without the 9.99% Exercise Blockers noted in this Schedule 13G, Alumni Capital LP would be deemed to beneficially own 4,545,465 Ordinary Shares.
(3) Based on 3,020,243 Ordinary Shares outstanding plus 331,858 Ordinary Shares issuable upon exercise of presently exerciseable warrants.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
VCI Global Limited | |
| (b) | Address of issuer's principal executive offices:
B03-C-8 Menara 3A KL, Eco City, No.3 Jalan Bangsar 59200 Kuala Lumpur | |
| Item 2. | ||
| (a) | Name of person filing:
Alumni Capital LP
Alumni Capital GP LLC
Ashkan Mapar, Manager of Alumni Capital GP LLC | |
| (b) | Address or principal business office or, if none, residence:
80 S.W. 8TH Street
Suite 2000
Miami, FL 33131 | |
| (c) | Citizenship:
Alumni Capital LP, Delaware limited partnership
Alumni Capital GP LLC, Delaware limited liability company
Ashkan Mapar, USA | |
| (d) | Title of class of securities:
Ordinary Shares | |
| (e) | CUSIP No.:
G98218301 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
331,858 (1)(2) | |
| (b) | Percent of class:
9.99 % (3) | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
331,858 (1)(2) | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
331,858 (1)(2) | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit Index
A. Agreement of Joint Filing |