Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Diginex Ltd (Name of Issuer) |
Ordinary Shares, par value US$0.00005 (Title of Class of Securities) |
G28687104 (CUSIP Number) |
James A. Prestiano c/o Loeb & Loeb, 345 Park Avenue New York, NY, 10154 212-407-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G28687104 |
| 1 |
Name of reporting person
Rhino Ventures Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
32,867,066.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
68.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | G28687104 |
| 1 |
Name of reporting person
Miles Pelham | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,464,846.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| 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:
SMART-SPACE FINTECH 2, ROOM 3,, UNIT 401-404, CORE C, CYBERPORT,, Telegraph Bay,
HONG KONG
, 00000. | |
Item 1 Comment:
This Amendment No. 1 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. The information set forth in the Schedule 13D is amended by this Amendment No. 1 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 5. | Interest in Securities of the Issuer | |
| (a) | On March 20, 2025, Rhino entered into a loan agreement Rocky Rai (the "Loan Agreement") to borrow up to $25,000,000 for a term of three (3) years with interest accruing on the outstanding principal amount at the rate of 12% per annum. Interest on the outstanding principal amount shall be paid by Rhino annually and the outstanding principal sum plus all accrued interest is due and payable on the three (3) year anniversary of the Loan Agreement. A copy of the Loan Agreement is attached hereto as Exhibit No. 99.1. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. Description 99.1 Loan Agreement, dated March 20, 2025 between Rocky Rai and Rhino Ventures Limited 99.2 Joint Filing Agreement by and among the Reporting Persons. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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