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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 July 2025
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 office)
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): ☐
Cancellation of the Extraordinary General Meeting, Bonus Share Issuance and Exercise of Warrants
The board of directors (the “Board”) of Diginex Limited (the “Company”) had scheduled an extraordinary general meeting (the “Meeting”) of the shareholders of Company as of July 3, 2025 (the “Record Date”) to be held virtually via teleconference on Tuesday, July 29 2025, at 10 a.m. Eastern Time. At the Meeting shareholders were to consider a proposal by an ordinary resolution to effect a subdivision of the Company’s authorized (issued and unissued) shares, whereby: (i) each ordinary share shall be subdivided into eight (8) ordinary shares (the “Sub Division”) and to amend the Company’s second amended and restated memorandum and articles of association to effect the Sub Division.
The Board has determined to terminate its plans for the Sub Division in favor of a bonus share issuance which is expected to be declared and distributed during the third quarter of 2025. Accordingly, the Board has determined to cancel the Meeting that was scheduled to take place on July 29, 2025. The Company announced the cancellation of the Meeting in a press release issued on July 25, 2025 (the “Press Release”)
The Company also announced, in the Press Release, that on July 22, 2025 Rhino Ventures Limited exercised warrants, with an exercise price of $5.13 per share, to purchase 2,250,000 ordinary shares of the Company. The total exercise price of US$11,542,500 has been delivered in full to the Company.
A copy of the Press Release, dated July 25, 2025, is being filed as Exhibit 99.1 to this Form 6-K.
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.
| DIGINEX LIMITED | ||
| Date: July 25, 2025 | /s/ Mark Blick | |
| Name: | Mark Blick | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 25, 2025 |
Exhibit 99.1
Diginex Announces Execution of Warrants Agreement, Bonus Share Issuance and Cancellation of EGM
LONDON, July 25, 2025 (GLOBE NEWSWIRE) — Diginex Limited (“Diginex” or the “Company”) (NASDAQ: DGNX), a leading provider of Sustainability RegTech solutions, today announced that on July 22, 2025 Rhino Ventures Limited exercised warrants, with an exercise price of $5.13 per share, to purchase 2,250,000 ordinary shares of Diginex. The total exercise price of US$11,542,500 has been delivered in full to the Company. The warrants exercised by Rhino Ventures Limited were due to expire on 23rd July 2025.
The board of directors of Diginex (the “Board”) has determined to terminate its plans for an 8 shares for 1 share forward stock split in favour of a bonus share issuance which is expected to be declared and distributed during the third quarter of 2025. Accordingly, the Board has determined to cancel Diginex’s extraordinary general meeting that was scheduled to take place on July 29, 2025.
About Diginex
Diginex Limited (Nasdaq: DGNX; ISIN KYG286871044), headquartered in London, is a sustainable RegTech business that empowers businesses and governments to streamline ESG, climate, and supply chain data collection and reporting. The Company utilizes blockchain, AI, machine learning and data analysis technology to lead change and increase transparency in corporate regulatory reporting and sustainable finance. Diginex’s products and services solutions enable companies to collect, evaluate and share sustainability data through easy-to-use software.
The award-winning diginexESG platform supports 19 global frameworks, including GRI (the “Global Reporting Initiative”), SASB (the “Sustainability Accounting Standards Board”), and TCFD (the “Task Force on Climate-related Financial Disclosures”). Clients benefit from end-to-end support, ranging from materiality assessments and data management to stakeholder engagement, report generation and an ESG Ratings Support Service.
For more information, please visit the Company’s website:
https://www.diginex.com/.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results disclosed in the Company’s filings with the SEC.
Diginex
Investor Relations
Email: ir@diginex.com
IR Contact - Europe
Anna Höffken
Phone: +49.40.609186.0
Email: diginex@kirchhoff.de
IR Contact – US
Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global
IR Contact – Asia
Shelly Cheng
Strategic Financial Relations Ltd.
Phone: +852 2864 4857
Email: sprg_diginex@sprg.com.hk