Sec Form 13D Filing - Miles Pelham filing for - 2025-04-10

Pursuant to a written agreement (the "Warrant Purchase Agreement") Rhino Ventures Limited sold the following securities to Nomas Global Investments LLC S.P.C (the "Purchaser"): (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. The warrants can be exercised within 15 months from January 23, 2025. This warrant was attached to the Scheduled 13D as Exhibit 99.5, (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. The warrants can be exercised within 18 months from January 23, 2025. This warrant was attached to the Scheduled 13D as Exhibit 99.6. 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. The warrants can be exercised within 24 months from January 23, 2025. This warrant was attached to the Scheduled 13D as Exhibit 99.7 (collectively the "Conveyed Warrants"). In exchange for the Conveyed Warrants, the Purchaser agreed to pay Rhino Ventures Limited US$300,000,000 in cash payment as follows: (1) US$50,000,000 on or before April 30, 2025 (the "Initial Payment") and (2) US$250,000,000 on or before December 31, 2025 (the "Final Payment"). Upon receipt of the Initial Payment, Rhino Ventures Limited shall convey, transfer and assign the Conveyed Warrants to the Purchaser. Both the Initial Payment and the Final Payment are morally assured by His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan, The Warrant Purchase Agreement is attached hereto as Exhibit 99.1.

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.

Rhino Ventures Limited beneficially owns (i) 8,371,954 Ordinary Shares and (ii) 18,476,819 Ordinary Shares underlying warrants, which are exercisable within the next sixty (60) days, which amounts to 26,848,773 Ordinary Shares or 64.7% 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 11,726,819 Ordinary Shares which is 51% of the 22,993,763 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 $5.13 per share, which is equivalent to 25% premium to the initial public offering price per share. The warrants can be exercised within 6 months from January 23, 2025. This warrant is attached to this Scheduled 13D as Exhibit 99.2. b. 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. This warrant is attached to this Scheduled 13D as Exhibit 99.3. and c. 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. This warrant is attached to this Scheduled 13D as Exhibit 99.4. 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) 26,848,773 Ordinary Shares Ordinary Shares held by Rhino Ventures Limited, which amounts to 27,446,553 Ordinary Shares or 66.2% 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.

Rhino Ventures Limited beneficially owns (i) 8,371,954 Ordinary Shares and (ii) 18,476,819 Ordinary Shares underlying warrants, which are exercisable within the next sixty (60) days, which amounts to 26,848,773 Ordinary Shares or 64.7% 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 11,726,819 Ordinary Shares which is 51% of the 22,993,763 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 $5.13 per share, which is equivalent to 25% premium to the initial public offering price per share. The warrants can be exercised within 6 months from January 23, 2025. This warrant is attached to this Scheduled 13D as Exhibit 99.2. b. 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. This warrant is attached to this Scheduled 13D as Exhibit 99.3. and c. 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. This warrant is attached to this Scheduled 13D as Exhibit 99.4. 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) 26,848,773 Ordinary Shares Ordinary Shares held by Rhino Ventures Limited, which amounts to 27,446,553 Ordinary Shares or 66.2% 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.

Neither Reporting Person has effected any transactions of Ordinary Shares of the Company in the past sixty (60) days.

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.

N/A

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 99.2.

Exhibit No. Description99.1 Warrant Purchase Agreement, dated April 04, 2025 between Rhino Ventures Limited and Nomas Global Investments LLC S.P.C.99.2 Joint Filing Agreement by and among the Reporting Persons.