| 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. 5 relates to the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on behalf of Rhino Ventures Limited, a Cayman Islands company ("Rhino Cayman") and Miles Pelham ("Mr. Pelham"), Rhino Cayman are wholly owned and managed by Mr. Pelham and Mr. Pelham has voting and dispositive control over the Ordinary Shares held by Rhino Cayman (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, as amended on August 29, 2025, and as amended on October 27, 2025 (the "Schedule 13D"). The information set forth in the Schedule 13D is amended by this Amendment No. 5 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. As of March 16, 2026, the Issuer had 232,557,527 Ordinary Shares issued and outstanding. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is filed by Rhino Ventures Limited, a Cayman Islands company ("Rhino Cayman") and Miles Pelham ("Mr. Pelham"). Rhino Cayman is wholly-owned and managed by Mr. Pelham, who has voting and dispositive control over the Ordinary Shares held by Rhino Cayman. Mr. Pelham is a British citizen. Rhino Cayman and Mr. Pelham and referred to herein collectively as the "Reporting Persons." |
| (b) | The principal business and principal office address for Rhino Cayman is 90 Fort Street, Suite 303, Grand Cayman, Cayman Islands. The principal business and principal office address for Mr. Pelham is 90 Fort Street, Suite 303, Grand Cayman, Cayman Islands. |
| (c) | Rhino Cayman's principal business is making investments. Mr. Pelham is the sole shareholder and a director of Rhino Cayman and Mr. Pelham is the Chairman and a shareholder of the Issuer. |
| (d) | During the past five years, neither (1) Rhino Cayman nor any of its officers or directors, nor (2) Mr. Pelham, have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). |
| (e) | During the past five years, neither (1) Rhino Cayman nor any of its officers or directors, nor (2) Mr. Pelham, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Rhino Cayman is a Cayman Islands exempted company. Mr. Pelham is a British citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | On January 23, 2026, a warrant to purchase 18,000,000 Ordinary Shares held by Rhino Cayman expired.
On February 4, 2026, Mr. Pelham exercised his employee stock options and acquired 2,427,200 Ordinary Shares.
On March 6, 2026, Rocky Rai foreclosed on Rhino Cayman's pledge of 36,000,000 Ordinary Shares, in full satisfaction of the loan, dated March 20, 2025, from Rocky Rai to Rhino Cayman in the principal amount of $29,778,500. |
| Item 4. | Purpose of Transaction |
| | The Reporting Persons acquired and hold the securities of the Issuer 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 Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation , involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, 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 Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer'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 Issuer 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 Issuer 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 Issuer, 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 Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to the matters described in this Item 4. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Rhino Cayman beneficially owns (i) 61,121,976 Ordinary Shares and (ii) 172,604,339 Ordinary Shares underlying warrants, which are exercisable within the next sixty (60) days, which amounts to 233,726,315 Ordinary Shares or 57.7% of the total outstanding Ordinary Shares. Rhino Cayman owns the following warrants. (i) Rhino Cayman owns 4,170,520 warrants that were issued by the Issuer on July 15, 2024, that are exercisable at a price of US$6.13 per warrant and are exercisable until May 27, 2029 (the "51% Warrant"), which if fully exercised, will result in the issuance of shares equal to 51% of the Issuer's outstanding Ordinary Shares at the time the warrants are exercised and such 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 118,604,339 Ordinary Shares which is 51% of the 232,557,527 Ordinary Shares the Issuer had issued outstanding as of March 16, 2026), and (ii) On January 23, 2025 the Issuer issued Rhino Cayman the following warrants in connection with the closing of the Issuer's initial public offering: (a). a warrant to purchase 18,000,000 Ordinary Shares, exercisable at a price of $1.03 per share, which is equivalent to 100% premium to the initial public offering price per share, which expire on January 23, 2028 (the "IPO Warrant No. 1"), (b). a warrant to purchase 18,000,000 Ordinary Shares, exercisable at a price of $1.28 per share, which is equivalent to 150% premium to the initial public offering price per share, which expire January 23, 2028 (the "IPO Warrant No. 2"), and (c). a warrant to purchase 18,000,000 Ordinary Shares, exercisable at a price of $1.54 per share, which is equivalent to 200% premium to the initial public offering price per share, which January 23, 2029 (the "IPO Warrant No. 3"). Mr. Pelham beneficially owns (i) 4,782,240 Ordinary Shares in his own name and (ii) 233,726,315 Ordinary Shares beneficially held by Rhino Cayman, which amounts to 238,508,555 Ordinary Shares or 58.9% of the total outstanding Ordinary Shares. Mr. Pelham individually and through his position as director of Rhino Cayman, may be deemed to hold 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 Cayman beneficially owns (i) 61,121,976 Ordinary Shares and (ii) 172,604,339 Ordinary Shares underlying warrants, which are exercisable within the next sixty (60) days, which amounts to 233,726,315 Ordinary Shares or 57.7% of the total outstanding Ordinary Shares. Rhino Cayman owns the following warrants. (i) Rhino Cayman owns 4,170,520 warrants that were issued by the Issuer on July 15, 2024, that are exercisable at a price of US$6.13 per warrant and are exercisable until May 27, 2029 (the "51% Warrant"), which if fully exercised, will result in the issuance of shares equal to 51% of the Issuer's outstanding Ordinary Shares at the time the warrants are exercised and such 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 118,604,339 Ordinary Shares which is 51% of the 232,557,527 Ordinary Shares the Issuer had issued outstanding as of March 16, 2026), and (ii) On January 23, 2025 the Issuer issued Rhino Cayman the following warrants in connection with the closing of the Issuer's initial public offering: (a). a warrant to purchase 18,000,000 Ordinary Shares, exercisable at a price of $1.03 per share, which is equivalent to 100% premium to the initial public offering price per share, which expire on January 23, 2028 (the "IPO Warrant No. 1"), (b). a warrant to purchase 18,000,000 Ordinary Shares, exercisable at a price of $1.28 per share, which is equivalent to 150% premium to the initial public offering price per share, which expire January 23, 2028 (the "IPO Warrant No. 2"), and (c). a warrant to purchase 18,000,000 Ordinary Shares, exercisable at a price of $1.54 per share, which is equivalent to 200% premium to the initial public offering price per share, which January 23, 2029 (the "IPO Warrant No. 3"). Mr. Pelham beneficially owns (i) 4,782,240 Ordinary Shares in his own name and (ii) 233,726,315 Ordinary Shares beneficially held by Rhino Cayman, which amounts to 238,508,555 Ordinary Shares or 58.9% of the total outstanding Ordinary Shares. Mr. Pelham individually and through his position as director of Rhino Cayman, may be deemed to hold 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) | No Reporting Person has effected any transactions of Ordinary Shares of the Issuer in the past sixty (60) days. |
| (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) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | On November 7, 2025, the Issuer issued Mr. Pelham Restrictive Share Units ("RSUs") to acquire 14,164 Ordinary Shares. The RSUs vest 1/3 on March 31, 2026, 1/3 on March 31, 2027, and 1/3 on March 31, 2028, provided certain conditions are satisfied.
On November 7, 2025, the Issuer issued Mr. Pelham Performance Share Units ("PSUs") to acquire 14,164 Ordinary Shares. The PSUs all vest on March 31, 2028, provided certain conditions are satisfied.
Mr. Pelham is a director and the sole shareholder of Rhino Cayman, which is an investment holding company and Mr. Pelham is the Chairman and a shareholder of Diginex Limited. A Joint Filing Agreement is attached hereto as Exhibit 99.1.
On March 20, 2026, the Board of Directors of the Issuer extended the exercise periods for the 51% Warrant, IPO Warrant No. 1, IPO Warrant No. 2, and IPO Warrant No. 3 by two years. Accordingly, the 51% Warrant expires on May 27, 2029, the IPO Warrant No. 1 expires on April 27, 2028, the IPO Warrant No. 2 expires on July 23, 2028, and the IPO Warrant No. 3 expires on January 23, 2029. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit No. Description 99.1 Joint Filing Agreement by and among the Reporting Persons. |
