| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value US$0.00005 |
| (b) | Name of Issuer:
Diginex Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
25 Wilton Road, Victoria, London, Greater London, SW1V 1LW,
UNITED KINGDOM
, 0000000. |
Item 1 Comment:
This Amendment No. 3 relates to the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on behalf of Rhino Ventures Limited, a British Virgin Islands company ("Rhino"), is wholly-owned and managed by Miles Pelham ("Mr. Pelham"), who has voting and dispositive control over the Ordinary Shares held by Rhino (the "Schedule 13D"), relating to the Ordinary Shares, $0.00005 par value per share (the "Ordinary Shares") of Diginex Limited, a Cayman Islands exempted company ("Diginex" or the "Issuer"), filed with the Commission on January 30, 2025, as amended on March 27, 2025 (the "Schedule 13D"). The information set forth in the Schedule 13D is amended by this Amendment No. 3 only as specifically stated. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | On August 22, 2025, Rhino Ventures Limited and Nomas Global Investments LLC S.P.C agreed pursuant to the written warrant purchase agreement, as amended, that the parties would rescind and terminate the warrant purchase agreement effective August 22, 2025, and that the following warrants reverted back to Rhino Ventures Limited: (a) a warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of US$8.20 per share, which is equivalent to 100% premium to the initial public offering price per share and such warrants can be exercised within 15 months from January 23, 2025, (b) a warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of US$10.25 per share, which is equivalent to 150% premium to the initial public offering price per share and such warrants can be exercised within 18 months from January 23, 2025, and (c) a warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of US$12.30 per share, which is equivalent to 200% premium to the initial public offering price per share and such warrants can be exercised within 24 months from January 23, 2025 (collectively the "Returned Warrants"). Following, Rhino Ventures Limited's receipt of the Returned Warrants the warrant purchase agreement is null and void and of no further force and effect. |
| Item 4. | Purpose of Transaction |
| | The Reporting Persons acquired the securities of the Company for investment purposes. Other than as discussed herein, the Reporting Persons do not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation , involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or (j) any similar action to those enumerated above. The Reporting Persons may acquire additional securities of the Company, or retain, or sell all or a portion of the securities then held in open market or in privately negotiated transactions. Mr. Pelham is the Chairman of the Company, and, in such capacity, may have influence over the corporate activities of the Company, including activities which may relate to the matters described in this Item 4. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Rhino Ventures Limited beneficially owns (i) 9,890,247 Ordinary Shares and (ii) 24,124,319 Ordinary Shares underlying warrants, which are exercisable within the next sixty (60) days, which amounts to 34,014,566 Ordinary Shares or 68.9% of the total outstanding Ordinary Shares. Rhino Ventures Limited owns the following warrants. (i) Rhino Ventures Limited owns warrants that were issued by the Company on July 15, 2024, are exercisable at a price of US$6.13 per warrant and are exercisable until May 27, 2027. These warrants, if fully exercised, will result in the issuance of shares equal to 51% of the Company's outstanding Ordinary Shares at the time the warrants are exercised. This amount will be prorated in the event of partial exercise of the warrants. For the purpose of this Schedule 13D we have assumed these warrants are exercisable for 12,874,319 Ordinary Shares which is 51% of the 25,243,763 Ordinary Shares the Company had issued outstanding as of January 27, 2025. This warrant is attached to this Scheduled 13D as Exhibit 99.2. (ii) On January 23, 2025 Company issued Rhino Ventures Limited the following warrants in connection with the closing of the Company's initial public offering: a. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $6.15 per share, which is equivalent to 50% premium to the initial public offering price per share. The warrants can be exercised within 9 months from January 23, 2025, b. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $7.18 per share, which is equivalent to 75% premium to the initial public offering price per share. The warrants can be exercised within 12 months from January 23, 2025, c. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $8.20 per share, which is equivalent to 100% premium to the initial public offering price per share. The warrants can be exercised within 15 months from January 23, 2025, d. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $10.25 per share, which is equivalent to 150% premium to the initial public offering price per share. The warrants can be exercised within 18 months from January 23, 2025, and e. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $12.30 per share, which is equivalent to 200% premium to the initial public offering price per share. The warrants can be exercised within 24 months from January 23, 2025. Mr. Pelham beneficially owns (i) 294,380 Ordinary Shares in his own name, (ii) 303,400 Ordinary Shares underlying vested but unexercised stock options, which are exercisable within the next sixty (60) days and (iii) 34,014,566 Ordinary Shares beneficially held by Rhino Ventures Limited, which amounts to 34,612,346 Ordinary Shares or 69.7% of the total outstanding Ordinary Shares.. Mr. Pelham individually and through his position as director of Rhino Ventures Limited, may be deemed holds the power to vote or direct the vote and dispose of or direct the disposition of the Ordinary Shares beneficially held by the Reporting Persons. |
| (b) | Rhino Ventures Limited beneficially owns (i) 9,890,247 Ordinary Shares and (ii) 24,124,319 Ordinary Shares underlying warrants, which are exercisable within the next sixty (60) days, which amounts to 34,014,566 Ordinary Shares or 68.9% of the total outstanding Ordinary Shares. Rhino Ventures Limited owns the following warrants. (i) Rhino Ventures Limited owns warrants that were issued by the Company on July 15, 2024, are exercisable at a price of US$6.13 per warrant and are exercisable until May 27, 2027. These warrants, if fully exercised, will result in the issuance of shares equal to 51% of the Company's outstanding Ordinary Shares at the time the warrants are exercised. This amount will be prorated in the event of partial exercise of the warrants. For the purpose of this Schedule 13D we have assumed these warrants are exercisable for 12,874,319 Ordinary Shares which is 51% of the 25,243,763 Ordinary Shares the Company had issued outstanding as of January 27, 2025. This warrant is attached to this Scheduled 13D as Exhibit 99.2. (ii) On January 23, 2025 Company issued Rhino Ventures Limited the following warrants in connection with the closing of the Company's initial public offering: a. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $6.15 per share, which is equivalent to 50% premium to the initial public offering price per share. The warrants can be exercised within 9 months from January 23, 2025, b. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $7.18 per share, which is equivalent to 75% premium to the initial public offering price per share. The warrants can be exercised within 12 months from January 23, 2025, c. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $8.20 per share, which is equivalent to 100% premium to the initial public offering price per share. The warrants can be exercised within 15 months from January 23, 2025, d. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $10.25 per share, which is equivalent to 150% premium to the initial public offering price per share. The warrants can be exercised within 18 months from January 23, 2025, and e. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $12.30 per share, which is equivalent to 200% premium to the initial public offering price per share. The warrants can be exercised within 24 months from January 23, 2025. Mr. Pelham beneficially owns (i) 294,380 Ordinary Shares in his own name, (ii) 303,400 Ordinary Shares underlying vested but unexercised stock options, which are exercisable within the next sixty (60) days and (iii) 34,014,566 Ordinary Shares beneficially held by Rhino Ventures Limited, which amounts to 34,612,346 Ordinary Shares or 69.7% of the total outstanding Ordinary Shares.. Mr. Pelham individually and through his position as director of Rhino Ventures Limited, may be deemed holds the power to vote or direct the vote and dispose of or direct the disposition of the Ordinary Shares beneficially held by the Reporting Persons. |
| (c) | Neither Reporting Person has effected any transactions of Ordinary Shares of the Company in the past sixty (60) days, except that on July 22, 2025, Rhino Ventures Limited did exercise warrants to acquire 2,250,000 by paying the Company the exercise price of $5.13 per share or an aggregate amount of $11,542,500 to acquire the 2,250,000 Ordinary Shares. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by the Reporting Persons. |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Mr. Pelham is the sole shareholder of Rhino Ventures Limited, which is an investment holding company and the Chairman and a shareholder of Diginex Limited. A Joint Filing Agreement is attached hereto as Exhibit 99.1. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit No. Description
99.1 Joint Filing Agreement by and among the Reporting Persons. |
