IPO - Diginex Ltd

Form Type: F-1/A

Filing Date: 2025-02-21

Corporate Action: Ipo

Type: Update

Accession Number: 000149315225007794

Filing Summary: Diginex Limited filed Amendment No. 1 to its Registration Statement on Form F-1, originally filed on February 11, 2025. This amendment serves as an exhibit-only filing and includes the facing page, an explanatory note, Part II of the Registration Statement, including the signature page, the exhibit index, and relevant exhibits. The document highlights that Diginex Limited is considered an emerging growth company and outlines various provisions regarding indemnification of directors and officers per Cayman Islands law. Additionally, the filing mentions unregistered securities sales conducted by Diginex Limited and its subsidiary, Diginex Solutions (HK) Limited (DSL), as well as detailing a recent restructuring involving a share exchange agreement between Diginex Limited and DSL, where existing shareholders of DSL exchanged their shares for securities of Diginex Limited at a specified ratio.

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Form Type: CORRESP

Filing Date: 2025-02-21

Corporate Action: Ipo

Type: New

Accession Number: 000149315225007798

Filing Summary: Diginex Limited requests acceleration of the effectiveness of their Registration Statement on Form F-1 (File No. 333-284888). The Company seeks that the Registration Statement becomes effective by February 24, 2025, at 4:00 p.m. Eastern Time. The Company acknowledges that even if the SEC declares the Registration Statement effective, it does not negate the SEC's ability to take further action regarding the statement. Additionally, the Company remains fully responsible for the adequacy and accuracy of the disclosure within the Registration Statement. They assert that if any changes to the acceleration request occur, they will inform the SEC promptly. Requests for acceleration may be made by an executive officer or legal counsel from Loeb & Loeb LLP.

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Form Type: 8-A12B

Filing Date: 2024-12-30

Corporate Action: Ipo

Type: New

Accession Number: 000149315224052507

Filing Summary: Diginex Ltd is filing Form 8-A12B to register its ordinary shares under Section 12(b) of the Securities Exchange Act of 1934. The company is based in the Cayman Islands and its principal executive offices are located in Hong Kong. The ordinary shares have a par value of $0.00005 and will be registered on The NASDAQ Stock Market LLC. The registration is in connection with a previously filed Registration Statement on Form F-1 (File No. 333-282027) dated September 11, 2024, which outlines the details of the ordinary shares. There are no additional exhibits required, as no other securities are being registered under Section 12(g). The filing was officially signed by Mark Blick, the Chief Executive Officer and Director of Diginex Limited on December 30, 2024.

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Form Type: CORRESP

Filing Date: 2024-12-20

Corporate Action: Ipo

Type: New

Accession Number: 000149315224051005

Filing Summary: Diginex Limited is requesting the acceleration of effectiveness for its Registration Statement on Form F-1, which was filed under File No. 333-282027. The Company seeks for the Registration Statement to become effective as of 4:30 p.m. Eastern Time on December 20, 2024, or as soon thereafter as practicable. The request includes an acknowledgment that the effectiveness does not absolve the Company of its responsibility for the accuracy and adequacy of the disclosures provided in the Registration Statement. The document also states that if there is any change in the acceleration request, Diginex Limited will promptly notify the SEC, and such requests for acceleration may be made by an executive officer or legal counsel from Loeb & Loeb LLP. The communication is signed by Miles Pelham, Chairman of Diginex Limited.

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Form Type: CORRESP

Filing Date: 2024-12-20

Corporate Action: Ipo

Type: New

Accession Number: 000149315224051008

Filing Summary: Diginex Limited has submitted a request for the acceleration of the effectiveness of its Registration Statement on Form F-1, File No. 333-282027, to allow it to become effective on December 20, 2024, at 4:30 p.m. Eastern time. This request is made by Dominari Securities LLC, representing several underwriters associated with the offering. The document indicates that Dominari Securities LLC has distributed adequate copies of the Preliminary Prospectus dated December 19, 2024, to ensure proper distribution among underwriters and dealers who are expected to participate in the upcoming security distribution. The letter confirms compliance with SEC regulations throughout the process.

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Form Type: CORRESP

Filing Date: 2024-10-04

Corporate Action: Ipo

Type: Update

Accession Number: 000149315224039590

Filing Summary: Diginex Ltd is responding to a comment letter from the SEC regarding its Registration Statement on Form F-1 submitted on September 10, 2024. The company addresses the SEC's comments by revising the Registration Statement, providing supplemental information, and clarifying terms related to the vesting of employee share options and recent share transfers by Rhino Ventures Limited. The total compensation expense from the potential acceleration of vesting of share options is estimated at $1.6 million. The transfer of shares involved 2,992,180 Ordinary Shares to certain individuals associated with Rhino Ventures Limited for loan settlements. The Registration Statement also includes pro forma calculations reflecting the company’s capitalization and recent financial activities, including an $8 million capital raise connected to the IPO process.

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Form Type: DRSLTR

Filing Date: 2024-04-01

Corporate Action: Ipo

Type: Update

Accession Number: 000149315224012610

Filing Summary: Diginex Limited is responding to comments from the SEC regarding its Draft Registration Statement on Form F-1 submitted on February 12, 2024. The company confirms that it will be applying for listing on NASDAQ and that the IPO is contingent upon acceptance by NASDAQ or another national exchange. The company has revised the DRS to include clarifications about operations being conducted through subsidiaries in Hong Kong, the USA, and the UK. The amendments include updates on the definition of 'PRC' to encompass Hong Kong and Macau, the structure and ownership of the company's subsidiaries, and clarity on ongoing transactions such as an $8 million subscription agreement. The management team has also been updated to reflect changes post-restructuring with disclosures related to funding commitments and financial adequacy. The company emphasizes the interrelations between its offerings and market operations while addressing various SEC comments to enhance investor clarity. Key terms of the offering, including share issuance details, will be finalized and disclosed subsequently.

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