UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2026
Commission
File Number: 001-42459
DIGINEX
LIMITED
(Exact
Name of Registrant as Specified in its Charter)
Not
Applicable
(Translation
of registrant’s name into English)
25
Wilton Road, Victoria
London
Greater
London
SW1V
1LW
United
Kingdom
(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 ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Extension
of Long Stop Date for Proposed Acquisition of Resulticks; Extraordinary General Meeting.
As
previously disclosed, Diginex Limited (“Diginex” or the “Company”) entered into an Amended and Restated Sale
and Purchase Agreement, dated August 14, 2026 (the “A&R SPA”), with the several sellers party thereto (collectively,
the “Sellers” and, together with Diginex, the “Parties”), pursuant to which Diginex agreed to acquire from the
Sellers all of the issued and outstanding share capital of Resulticks Global Companies Pte. Limited and its subsidiaries (“Resulticks”)
in an all-share acquisition of Resulticks (the “Transaction”). The A&R SPA provides that the Transaction
was required to close on or before October 30, 2026 (the “Long Stop Date”). The Company’s shareholders approved the
Transaction and the related proposals at the extraordinary general meeting held on October 8, 2026 (the “October
2026 EGM”), as disclosed on the Company’s Report on Form 6-K furnished to the U.S. Securities and Exchange
Commission (the “SEC”) on October 9, 2026.
The
closing conditions under the A&R SPA were not satisfied or waived by the Long Stop Date. Under Clause 4.6 of the A&R SPA, each
of Diginex and the Sellers’ Representative (acting on behalf of the Sellers) is entitled in such circumstances to terminate the
A&R SPA by written notice to the other. Neither Party has delivered a notice of termination. On November 6, 2026, the Parties agreed
to extend the Long Stop Date in the A&R SPA from October 30, 2026 to November 19, 2026. The extension is intended to provide the
Parties additional time to satisfy the remaining closing conditions related to the Transaction. All other terms of the A&R
SPA remain unchanged.
The
Transaction remains subject to the satisfaction or waiver of the applicable closing conditions contained in the A&R
SPA. There can be no assurance that the Transaction will ultimately be completed.
Extraordinary
General Meeting
On November 6, 2026, the
board of directors of the Company (the “Board”) resolved to convene an extraordinary general meeting of shareholders on
November 20, 2026 (the “EGM”). Shareholders of record at the close of business on November 6, 2026 will be entitled to
receive notice of and to vote at the EGM. At the EGM the Company’s shareholders will be asked to approve (i) an increase in
the Company’s authorized share capital from US$200,000 divided into 495,000,000 ordinary shares of a par value of US$0.0004
each and 5,000,000 preference shares of a par value of US$0.0004 each to US$520,000 divided into 1,295,000,000 ordinary shares of a
par value of US$0.0004 each and 5,000,000 preference shares of a par value of US$0.0004 each, by the creation of 800,000,000
additional authorized ordinary shares of a par value of US$0.0004 each (the “Share Capital Increase”), (ii) a ten for
one share consolidation of the Company’s authorized share capital such that following the share consolidation the Company will
have authorized for issuance 129,500,000 ordinary shares of a par value of US$0.004 each and 500,000 preference shares of a par
value of US$0.004 each (the “Share Consolidation”), and (iii) an amended and restated memorandum and articles of
association reflecting those changes (the “M&AA Amendment”). Upon the implementation of the Share Consolidation, the
Company’s ordinary shares will trade under a new CUSIP number.
At the October 2026 EGM, shareholders
approved an increase in authorized share capital and a ten for one share consolidation that were conditional on completion of the Transaction.
The Share Capital Increase and the Share Consolidation proposals being presented to the Company’s shareholders at the EGM are not
conditioned on the closing of the Transaction and, if approved, will take effect, at the discretion of the Board, if Diginex does not
complete the Transaction; however, in the event the Transaction is completed, then the Board will implement both the increase in authorized
share capital and the ten for one share consolidation proposal that were approved by the Company’s shareholders at the October
2026 EGM, rather than the Share Capital Increase and the Share Consolidation proposals that were submitted at the EGM.
The
notice of the EGM, proxy statement and form of proxy card will be furnished to the U.S. Securities and Exchange Commission on a Form
6-K and made available to shareholders in due course.
On
November 7, 2026, the Company issued a press release announcing the extension of the Long Stop Date (the “Press Release”).
A copy of the Press Release is furnished herewith as Exhibit 99.1.
This
Report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-292968),
filed with the SEC on January 27, 2026, and shall be a part thereof from the date on which this Report is furnished, to the extent not
superseded by documents or reports subsequently filed or furnished.
Forward-Looking
Statements
This
report contains forward-looking statements, including statements regarding the proposed Transaction, including its expected timing
and the satisfaction of the closing conditions and the proposals to be considered at the EGM, including the Share
Capital Increase, the Share Consolidation and the M&AA Amendment. These statements are based on the Company’s current
expectations and involve known and unknown risks and uncertainties. Words such as “expects,” “intends,” “plans,”
“will,” “may” and similar expressions identify forward-looking statements. Actual results may differ materially.
The Company undertakes no obligation to update any forward-looking statement except as required by law, and encourages investors to review
the risk factors disclosed in its filings with the Securities and Exchange Commission.
| Exhibit
No. |
| Description |
| |
| |
| 99.1 |
| Diginex
Limited Press Release, dated November 7, 2026. |
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, thereunto duly authorized.
| Date: November 9, 2026 |
DIGINEX LIMITED |
| |
|
| |
By: |
/s/ Miles Pelham |
| |
Name: |
Miles Pelham |
| |
Title: |
Chairman |
Exhibit
99.1
Diginex
Announces Extension of Long Stop Date for Proposed Acquisition of Resulticks and Convenes Extraordinary General Meeting
| |
● |
Long
Stop Date extended to 19 November 2026 |
| |
● |
EGM
to consider increase in authorized share capital and 10-for-1 share consolidation, independent of the Resulticks transaction |
LONDON,
Nov. 07, 2026 (GLOBE NEWSWIRE) -- Diginex Limited (NASDAQ: DGNX) (“Diginex” or the “Company”), a provider of
ESG, sustainability and compliance solutions to institutional and corporate clients, today announces that on 6 November 2026 it
agreed with the sellers of Resulticks Global Companies Pte. Limited(“Resulticks”) to extend the Long Stop Date under the
amended and restated share purchase agreement dated 14 August 2026 (the “SPA”) for the Company’s proposed
acquisition of Resulticks (the “Transaction”) from 30 October 2026 to 19 November 2026. All other terms of the SPA
remain unchanged.
The
closing conditions under the SPA were not satisfied by the original Long Stop Date of 30 October 2026, and neither party has delivered
a notice of termination. The extension provides the parties with additional time to satisfy the remaining conditions to consummate the
closing of the Transaction. The Company’s shareholders approved the Transaction at the extraordinary general meeting held on 8
October 2026. The parties are continuing to work towards the satisfaction of the remaining conditions. The Transaction remains subject
to the satisfaction or waiver of the remaining conditions in the SPA, and there can be no assurance that the Transaction will be completed.
Extraordinary
General Meeting
The
Board of Diginex has resolved to convene an extraordinary general meeting of shareholders (the “EGM”) on 20 November
2026. Shareholders of record at the close of business on 6 November 2026 will be entitled to receive notice of and to vote at the
EGM. At the EGM the Company’s shareholders will be asked to approve (i) an increase in the Company’s authorized share
capital from US$200,000 divided into 495,000,000 ordinary shares of a par value of US$0.0004 each and 5,000,000 preference shares of
a par value of US$0.0004 each to US$520,000 divided into 1,295,000,000 ordinary shares of a par value of US$0.0004 each and
5,000,000 preference shares of a par value of US$0.0004 each, by the creation of 800,000,000 additional authorized ordinary shares
of a par value of US$0.0004 each, (ii) a ten for one share consolidation of the Company’s authorized share capital such that
following the share consolidation the Company will have authorized for issuance 129,500,000ordinary shares of a par value of
US$0.004 each and 500,000 preference shares of apar value of US$0.004 each, and (iii) an amended and restated memorandum and
articles of association reflecting those changes. Upon the Share Consolidation taking effect, the Company’s ordinary shares
will trade under a new CUSIP number
At
the 8 October 2026 meeting, shareholders approved an increase in authorized share capital and a share consolidation that were conditional
on completion of the Transaction. The proposals to be put to the EGM are not conditional on the Transaction and, if approved, will take
effect, at the discretion of the Board, whether or not Diginex completes the Transaction; if the Transaction completes first, the consolidation
approved in October will be implemented instead, so that the shares are consolidated once only.
The
notice of the EGM, the proxy statement and the form of proxy card will be furnished to the U.S. Securities and Exchange Commission on
a Form 6-K and made available to shareholders in due course.
About
Diginex
Diginex
Limited (NASDAQ: DGNX) (“Diginex” or the “Company”) is a London-headquartered RegTech business, providing ESG,
sustainability and compliance solutions through an integrated platform trusted by global enterprises and financial institutions.
Its
portfolio of products and services spans the full sustainability lifecycle, including Diginex ESG (reporting), Plan A (carbon accounting),
Matter (data and investment intelligence), Lumen (supply chain risk and traceability), Apprise (worker voice), and The Remedy Project
(human rights remediation), combining technology, analytics and advisory services to turn verified data into decision-ready business
intelligence.
For
more information, please visit the Company’s website: https://www.diginex.com/.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements can be identified by words such as “believes,” “expects,” “anticipates,”
“intends,” “plans,” “targets,” “will,” “would,” “could,” “may”
and similar expressions, and include statements regarding the proposed Transaction and its expected timing; approval of the Company’s
Nasdaq initial listing application in connection with the Transaction; satisfaction of the funding conditions under the A&R SPA;
obtaining shareholder approval of the proposals to be presented at the EGM, the implementation and timing of the share consolidation;
the anticipated strategic and financial benefits of the Transaction; and the leadership, operations and prospects of the combined company.
These
statements are based on the Company’s current expectations and assumptions and are subject to risks and uncertainties that could
cause actual results to differ materially. These include, among others: the risk that Nasdaq does not approve the initial listing application
on the expected timetable or at all; the risk that the remaining conditions to completion, including the funding conditions and required
regulatory and third-party consents, are not satisfied or waived; the risk that investment commitments are not funded when due or at
all; the risk that the Transaction is not completed on the terms described or at all; the risk that the anticipated benefits of the Transaction
are not realized; the effect of the Transaction on relationships with employees, customers and partners; and the risk factors described
in the Company’s Annual Report on Form20-F filed with the SEC on August 13, 2026 and its other filings with the SEC. Financial
information regarding Resulticks has been provided by Resulticks. The Company undertakes no obligation to update or revise any forward-looking
statements, except as required by law.
Investor
Relations Contact
Diginex
Investor Relations
Email:
ir@diginex.com
IR
Contact – US
Jackson
Lin | Lambert by LLYC
Phone:
+1 (646) 717-4593
Email:
jian.lin@llyc.global
