DigiAsia Corp. (FAAS) plans multi-step deal for 49% PayMate stake

Rhea-AI Filing Summary

DigiAsia Corp. has entered into definitive agreements for a proposed multi-step transaction with PayMate India Limited. DigiAsia plans to sell 100% of its subsidiary DigiAsia Bios to a PayMate subsidiary in exchange for 248,000 shares of that subsidiary and later 116,944,300 PayMate shares, which would equal about 49% of PayMate on a fully diluted basis. The first closing must occur within 60 business days of the SPA, with the second closing within 30 business days after that. Both closings are subject to funding, regulatory consents, and a voluntary DigiAsia shareholder approval, and there is no assurance the transaction will be completed.

Insights

Cross-border M&A and capital structure analyst

DigiAsia plans to swap a key subsidiary for a large minority stake in PayMate.

DigiAsia is proposing to transfer full ownership of its DigiAsia Bios subsidiary into PayMate’s structure via Brainstorm Consulting Private Limited. In return, it would receive 248,000 shares of the Purchaser and then 116,944,300 PayMate shares, targeting roughly a 49% fully diluted stake.

The structure uses two tightly linked closings, with the Coordination Deed making clear they are parts of one unified deal. Execution depends on funding, regulatory approvals, consents, and a voluntary shareholder vote, so completion risk remains until those conditions are satisfied.

The Letter Agreement contemplates additional investment by PayMate or its subsidiaries into DigiAsia Bios after the second closing, with proceeds earmarked for strengthening the Singapore-Indonesia balance sheet, regulatory capital, working capital, and local compliance obligations. Actual timing and scale of these benefits will depend on future implementation.

Key Figures

Purchaser shares issued at first closing: 248,000 shares Purchaser ownership after first closing: 99.60% fully diluted PayMate shares issued at second closing: 116,944,300 shares +3 more

6 metrics

Purchaser shares issued at first closing 248,000 shares Equity in Purchaser issued to DigiAsia at first closing

Purchaser ownership after first closing 99.60% fully diluted DigiAsia’s stake in Purchaser after first closing

PayMate shares issued at second closing 116,944,300 shares Equity in PayMate issued to DigiAsia at second closing

Target PayMate ownership 49% fully diluted DigiAsia’s intended stake in PayMate after transaction

Deadline for first closing 60 Business Days Maximum period after SPA execution for first closing

Maximum gap between closings 30 Business Days Latest allowed second closing date after first closing

Key Terms

Share Purchase Agreement, Coordination Deed, Letter Agreement, conditions precedent, +1 more

5 terms

Share Purchase Agreement financial

"entered into definitive transaction agreements consisting of a Share Purchase Agreement (the "SPA")"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

Coordination Deed financial

"a Coordination Deed (the "Coordination Deed"), and a Letter Agreement"

Letter Agreement financial

"a Letter Agreement (the "Letter Agreement," and together with the SPA and the Coordination Deed, the "Transaction Documents")"

conditions precedent financial

"subject to the satisfaction or waiver of conditions precedent, including funding, regulatory approvals, consents"

Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.

forward-looking statements regulatory

"This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Form 6-K: How Foreign Companies Report to the SEC →

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number 001-40613

DigiAsia Corp.

(Translation of registrant’s name into English)

One Raffles Place #28-02

Singapore 048616

(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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

This report on Form 6-K, including the exhibits hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Entry into Definitive Agreements for Proposed Transaction with PayMate India Limited

On May 9, 2026, DigiAsia Corp. (the "Company"), DigiAsia Bios Pte Ltd ("DigiAsia Bios"), a private company limited by shares incorporated under the laws of Singapore and a wholly owned subsidiary of the Company, and PayMate India Limited ("PayMate"), an unlisted public limited company incorporated in India, entered into definitive transaction agreements consisting of a Share Purchase Agreement (the "SPA"), a Coordination Deed (the "Coordination Deed"), and a Letter Agreement (the "Letter Agreement," and together with the SPA and the Coordination Deed, the "Transaction Documents") in connection with a proposed multi-step transaction (the "Proposed Transaction"). The consummation of the Proposed Transaction remains subject to the satisfaction or waiver of conditions precedent, including funding, regulatory approvals, consents, final closing mechanics, and shareholder approval by the Company. No assurance can be given that the Proposed Transaction will close on the currently contemplated terms, ownership structure, or timeline.

Share Purchase Agreement

Pursuant to the SPA, and subject to the satisfaction or waiver of applicable conditions precedent, the Company has agreed to sell 100% of the issued and outstanding share capital of DigiAsia Bios to Brainstorm Consulting Private Limited, a private company organized under the laws of India and a subsidiary of PayMate (the "Purchaser"), in exchange for equity consideration, structured in two sequential closings.

At the first closing, (i) the Company will sell and transfer to the Purchaser 100% of the issued and outstanding share capital of DigiAsia Bios, and (ii) the Purchaser will issue to the Company 248,000 equity shares, representing approximately 99.60% of the Purchaser's share capital on a fully diluted basis, as consideration for such sale. At the second closing, (i) the Company will sell and transfer all of its shares in the Purchaser to PayMate, and (ii) PayMate will issue to the Company 116,944,300 equity shares, representing approximately 49% of PayMate's share capital on a fully diluted basis, as consideration for such sale. The first closing is subject to the satisfaction or waiver of customary conditions precedent by each party, including the receipt of necessary regulatory approvals, consents, and funding. The first closing is required to occur within 60 Business Days of the execution date of the SPA (the "First Long Stop Date"). The second closing is required to occur on the next business day following the first closing, or such other date as the parties may mutually agree, but in no event later than 30 Business Days after the first closing date.

If the Proposed Transaction is consummated, the current commercial framework contemplates that (a) PayMate would own 100% of the issued and outstanding share capital of the Purchaser, (b) the Purchaser would own 100% of the issued and outstanding share capital of DigiAsia Bios, and (c) the Company would hold approximately 49% of Paymate, in each case subject to final documentation, approvals, and closing.

The Company is also seeking to obtain approval from its shareholders of the Proposed Transaction prior to the second closing, which approval is not legally required but being acquired in the interest of the shareholders. The SPA contains customary representations, warranties, covenants, and indemnification obligations for a transaction of this nature.

The consummation of the Proposed Transaction remains subject to the satisfaction or waiver of conditions precedent, including applicable funding-related conditions, regulatory approvals, consents, final closing mechanics, and voluntary shareholder approval adopted by the Board as part of the transaction process.

Coordination Deed

Concurrently with the execution of the SPA, the parties entered into the Coordination Deed, which establishes a framework governing the interrelationship, interpretation, and enforcement of the Transaction Documents. The Coordination Deed confirms that the first closing and the second closing are interdependent and integrated components of a single, unified transaction, and provides that the Transaction Documents shall be interpreted jointly and consistently to give effect to the parties' intended deal structure. The Coordination Deed further provides that the SPA shall be null and void and of no force or effect unless the Letter Agreement and the Coordination Deed are duly executed and delivered concurrently with or immediately following the execution of the SPA.

Letter Agreement

Concurrently with the execution of the SPA, the parties entered into the Letter Agreement, which supplements the SPA. Under the Letter Agreement, subject to sufficient cash being available with PayMate, PayMate or its subsidiaries shall invest into DigiAsia Bios at such time after the second closing and in such form and manner as may be mutually agreed between the parties. The proceeds of such investment are required to be used for strengthening the balance sheet of the Singapore-Indonesia business, meeting regulatory capital requirements, general working capital for local operations, paying existing debt obligations, and meeting applicable local regulatory and compliance obligations.

Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Company’s operations, financial performance, strategic review, potential sale or merger, and the anticipated benefits of going private. Forward-looking statements are based on current expectations, beliefs, and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied. Important factors that could cause actual results to differ include, but are not limited to, government and stock exchange regulations, competition, political, economic, and social conditions, and other risks described in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

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.

	DigiAsia Corp. (Registrant)
Date: May 15, 2026	By:	/s/ Prashant Gokarn
	Name:	Prashant Gokarn
	Title:	Co-Chief Executive Officer

FAQ

What transaction did DigiAsia Corp. (FAAS) announce with PayMate India Limited?

DigiAsia agreed to a multi-step deal with PayMate India Limited involving the sale of 100% of DigiAsia Bios to a PayMate subsidiary. In exchange, DigiAsia would ultimately receive 116,944,300 PayMate shares, targeting about 49% of PayMate on a fully diluted basis.

How is the DigiAsia (FAAS) and PayMate transaction structured?

The deal has two closings. First, DigiAsia sells DigiAsia Bios to Brainstorm Consulting Private Limited for 248,000 Purchaser shares. Second, DigiAsia sells its Purchaser shares to PayMate for 116,944,300 PayMate shares, aiming for roughly a 49% fully diluted ownership stake.

What conditions must be met for the DigiAsia (FAAS) and PayMate transaction to close?

Completion depends on satisfying or waiving conditions precedent, including funding, regulatory approvals, consents, final closing mechanics, and DigiAsia’s voluntary shareholder approval. The company notes there is no assurance the transaction will close on the contemplated terms, structure, or timeline.

What are the timelines for the closings in DigiAsia’s (FAAS) proposed transaction?

The first closing must occur within 60 Business Days of signing the Share Purchase Agreement. The second closing is scheduled for the next business day after the first closing, or another agreed date, but no later than 30 Business Days after the first closing date.

How will PayMate’s investment support DigiAsia Bios after the transaction?

Under the Letter Agreement, PayMate or its subsidiaries may invest into DigiAsia Bios after the second closing, subject to available cash. Proceeds are intended to strengthen the Singapore-Indonesia balance sheet, meet regulatory capital, fund working capital, repay existing debt, and address local compliance obligations.

Will DigiAsia (FAAS) shareholders vote on the proposed PayMate transaction?

DigiAsia is seeking shareholder approval of the proposed transaction before the second closing, even though this approval is not legally required. The board is pursuing this voluntary vote in the interest of shareholders as part of the overall transaction process.