| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Diginex Ltd [ DGNX ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 61,121,976 | I | See Footnote(1) |
| Ordinary Shares | 4,782,240 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants(2) | 07/15/2024 | 05/27/2029 | Ordinary Shares | 118,604,339(2) | $6.13(2) | I | See Footnote(1) |
| Warrants(3) | 01/23/2025 | 04/23/2028 | Ordinary Shares | 18,000,000 | $1.03 | I | See Footnote(1) |
| Warrants(3) | 01/23/2025 | 07/23/2028 | Ordinary Shares | 18,000,000 | $1.28 | I | See Footnote(1) |
| Warrants(3) | 01/23/2025 | 01/23/2029 | Ordinary Shares | 18,000,000 | $1.54 | I | See Footnote(1) |
| Restrictive Share Units | 03/31/2026(4) | (4) | Ordinary Shares | 14,164 | (4) | D | |
| Performance Share Units | 03/31/2028(5) | (5) | Ordinary Shares | 14,164 | (5) | D | |
| Explanation of Responses: |
| 1. Consists of securities held by Rhino Ventures Limited ("Rhino"), which is wholly owned and managed by Miles Pelham, who has voting and dispositive control over the securities held by Rhino. Mr. Pelham, through his position as director of Rhino, may be deemed to hold the power to vote or direct the vote and dispose of or direct the disposition of the securities beneficially held by Rhino. |
| 2. These warrants, 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. This amount will be prorated in the event of partial exercise of the warrants. For the purposes of this Form 3, we have calculated this warrant to be 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. The exercise price of this warrant is $6.13 per warrant. |
| 3. On January 23, 2025, the Issuer issued Rhino the following warrants in connection with the closing of the Issuer's initial public offering: (i) 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, (ii) 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, and (iii) 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. |
| 4. 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. |
| 5. 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. |
| /s/ Miles Pelham | 03/20/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||