《Diginex（DGNX）美股IPO上市招股说明书（237页）.pdf》由会员分享，可在线阅读，更多相关《Diginex（DGNX）美股IPO上市招股说明书（237页）.pdf（237页珍藏版）》请在三个皮匠报告上搜索。

1、F-1 1 formf-1.htm As filed with the U.S.Securities and Exchange Commission on September 10,2024.Registration No.333-_ UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 DIGINEX LIMITED(Exact Name of Registrant as Specifi

2、ed in Its Charter)Cayman Islands 7389 N/A(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Smart-Space Fintech 2,Room 3,Unit 401-404 Core C,Cyberport,Telegraph Bay,Hong Kong+852 3618 5881(Address and

3、Telephone Number of Registrants Principal Executive Offices)Puglisi&Associates850 Library Avenue,Suite 204Newark,Delaware 19711302-738-6680(Name,Address,and Telephone Number of Agent for Service)Copies to:Mitchell Nussbaum,Esq.Andrei Sirabionian,Esq.James A.Prestiano,Esq.Loeb&Loeb LLP345 Park Avenue

4、New York,NY 10154Tel:(212)407-4000 Mitchell L.Lampert,Esq.Robinson&Cole LLP1055 Washington BoulevardStamford,CT 06901Telephone:(203)462-7559Fax:(203)462-7599 Approximate date of commencement of proposed sale to the public:From time to time after the effective date of thisregistration statement.If an

5、y of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,pl

6、easecheck the following box and list the Securities Act registration statement number of the earlier effective registration statement forthe same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following boxand list the Securities A

7、ct registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following boxand list the Securities Act registration statement number of the earlier effe

8、ctive registration statement for the same offering.Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the SecuritiesAct of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,

9、indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update is

10、sued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay itseffective date until the registrant shall file a further amendment that specifica

11、lly states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act or until the registration statement shallbecome effective on such date as the Securities and Exchange Commission(the“SEC”),acting pursuant to said Section8(a),may determi

12、ne.EXPLANATORY NOTE This Registration Statement contains two prospectuses,as set forth below.Public Offering Prospectus.A prospectus to be used for the public offering by the Registrant of 2,250,000Ordinary Shares of the Registrant(the“Public Offering Prospectus”)through the underwriter named on the

13、 coverpage of the Public Offering Prospectus.Resale Prospectus.A prospectus to be used for the resale by the Selling Shareholders set forth therein of2,992,180 Ordinary Shares in aggregate of the Registrant(the“Resale Prospectus”).The Resale Prospectus is substantively identical to the Public Offeri

14、ng Prospectus,except for the following principalpoints:they contain different outside and inside front covers and back covers;they contain different Offering sections in the Prospectus Summary section beginning on page Alt-1;They contain different Lock-up Agreements section on page Alt-12;a Selling

15、Shareholders section is included in the Resale Prospectus;a Selling Shareholders Plan of Distribution is inserted;and the Legal Matters section in the Resale Prospectus on page Alt-14 deletes the reference to counsel for theunderwriter.The Registrant has included in this Registration Statement a set

16、 of alternate pages after the back cover page of the PublicOffering Prospectus(the“Alternate Pages”)to reflect the foregoing differences in the Resale Prospectus as compared to the PublicOffering Prospectus.The Public Offering Prospectus will exclude the Alternate Pages and will be used for the publ

17、ic offering bythe Registrant.The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition orsubstitution of the Alternate Pages and will be used for the resale offering by the Selling Shareholder.The information in this prospectus is not complete an

18、d may be changed.We may not sell these securities until theregistration statement filed with the Securities and Exchange Commission is effective.This prospectus is not an offer to sellthese securities and is not the solicitation of an offer to buy these securities in any jurisdiction where the offer

19、 or sale is notpermitted.SUBJECT TO COMPLETIONDATED SEPTEMBER 10,2024 PRELIMINARY PROSPECTUS DIGINEX LIMITED 2,250,000 Ordinary Shares Diginex Limited(“Diginex Limited”or the“Company”or“we”or“our”)is a Cayman Islands exempted company withsubsidiaries located in Hong Kong,United Kingdom and United St

20、ates of America.Diginex Limited is the sole owner of DiginexSolutions(HK)Limited,a Hong Kong corporation(“DSL”)and DSL is the sole owner of(i)Diginex Services Limited,acorporation formed in the United Kingdom and(ii)Diginex USA LLC,a limited liability company formed in the State ofDelaware.We are no

21、t a Chinese or Hong Kong operating company,but an offshore holding company incorporated in the CaymanIslands.As a holding company with no material operations of our own,we conduct our operations through our operatingsubsidiaries in Hong Kong,United Kingdom and the United States.This is an offering(t

22、he“Offering”)of the shares of DiginexLimited,the holding company in the Cayman Islands,and not the shares of our operating subsidiaries.Investors in our sharesshould be aware that they may never hold equity interests in our operating subsidiaries directly.This is the initial public offering of Digin

23、ex Limited.We are offering 2,250,000 ordinary shares,par value US$0.00005each,of Diginex Limited(the“Ordinary Shares”).The Selling Shareholders are offering 2,992,180 Ordinary Shares in aggregate tobe sold in the Offering pursuant to the Resale Prospectus.We will not receive any proceeds from the sa

24、le of the Ordinary Shares tobe sold by the Selling Shareholders.The Selling Shareholders may offer,sell or distribute all or a portion of these securities from time to time through publicor private transactions,at either prevailing market prices or at privately negotiated prices.See the section titl

25、ed“SellingShareholders Plan Of Distribution”in the Resale Prospectus for details.Prior to this Offering,there has been no public market for our Ordinary Shares.It is currently estimated that the initialpublic offering price per Ordinary Share will be between$4.00 and$6.00.Diginex Limited has submitt

26、ed an application to TheNasdaq Stock Market to list our Ordinary Shares on the Nasdaq Capital Market under the symbol“DGNX.”The initial publicoffering of our Ordinary Shares is contingent upon our Ordinary Shares being listed on the Nasdaq Capital Market,the New YorkStock Exchange or some other nati

27、onal securities exchange.There is no guarantee or assurance that our Ordinary Shares will beapproved for listing on The Nasdaq Stock Market.Further,there is no assurance that the Offering will be closed and our OrdinaryShares will be trading on Nasdaq Stock Market.We will not proceed to consummate t

28、his Offering if our securities are not approvedfor listing on The Nasdaq Stock Market.The Ordinary Shares registered for resale as part of the Resale Prospectus,once registered,will constitute a considerablepercentage of our public float.The sales of a substantial number of registered shares could r

29、esult in a significant decline in thepublic trading price of our Ordinary Shares and could impair our ability to raise capital through the sale or issuance of additionalOrdinary Shares.We are unable to predict the effect that such sales may have on the prevailing market price of our OrdinaryShares.D

30、espite such a decline in the public trading price,certain Selling Shareholders may still experience a positive rate of returnon the Ordinary Shares due to the lower price that they acquired the Ordinary Shares compared to other public investors and maybe incentivized to sell their Ordinary Shares wh

31、en others are not.See“Risk Factors The future sales of Ordinary Shares byexisting shareholders,including the sales pursuant to the Resale Prospectus,may adversely affect the market price of our OrdinaryShares.”We are an“emerging growth company”as defined under the federal securities laws and will be

32、 subject to reduced publiccompany reporting requirements.See“Prospectus Summary Implications of Our Being an Emerging Growth Company”and“Risk Factors”on pages 3 and 10,respectively.Diginex Limited is a Cayman Islands exempted company,incorporated under the laws of the Cayman Islands on January26,202

33、4.Upon incorporation,one(1)ordinary share of Diginex Limited was issued to Rhino Ventures Limited.On July 15,2024,Diginex Limited and Diginex Solutions(HK)Limited(“DSL”)completed a restructuring pursuant to a share exchange agreement(the“Share Exchange Agreement”),whereby the then existing sharehold

34、ers of DSL(the“Original Shareholders”)transferred all oftheir shares in DSL to Diginex Limited,in consideration for Diginex Limiteds issuance of substantially the same securities to suchshareholders in exchange for the securities of DSL held by Original Shareholders(the“Exchange”).Prior to the Excha

35、nge therewere 16,756 ordinary shares of DSL issued and outstanding,3,151 preferred shares of DSL issued and outstanding and 10,172warrants of DSL issued and outstanding.In the Exchange,each of the securities of DSL were exchanged for substantially the samesecurities of Diginex Limited at an exchange

36、 ratio of one(1)ordinary share of DSL for four hundred and ten(410)Ordinary Sharesof Diginex Limited,one(1)preferred share of DSL for four hundred and ten(410)Preferred Shares of Diginex Limited and one(1)warrant of DSL for four hundred and ten(410)warrants of Diginex Limited.Prior to the Exchange o

37、n May 28,2023,DSL agreed to an$8,000,000 share subscription agreement with Rhino VenturesLimited and on September 28,2023 executed a subscription agreement(the“RVL Subscription Agreement”).Pursuant to the RVLSubscription Agreement,DSL issued Rhino Ventures Limited 5,086 ordinary shares and 10,172 wa

38、rrants in exchange for$8.0million.The warrants will be exercisable for ordinary shares of DSL for a period of three years from the date they are issued andshall be exercisable at a per warrant price of US$2,512.Post the completion of the Restructuring and Share Subdivision(as definedbelow),the numbe

39、r of warrants of Diginex Limited issued to Rhino Ventures Limited was adjusted to 4,170,520 from 10,172 withan adjusted price per warrant of US$6.13.The warrants,if fully exercised,will result in the issuance of such number of OrdinaryShares equal to 51%of the total issued and outstanding shares of

40、the Company at the time of the warrants being exercised.Thiswill be prorated for partial exercise of warrants.Rhino Ventures Limited paid the subscription price by the payment of$6.1 millionin cash and the forgiveness of$1.9 million of debt due to Rhino Ventures Limited.The RVL Subscription Agreemen

41、t also activatedan anti-dilution clause in the Articles of Association of DSL which resulted in HBM IV,Inc.being issued 151 preferred shares ofDSL for zero consideration.This increased HBM IV,Inc.s holding to 3,151 preferred shares of DSL.In connection with the Exchange,Diginex Limited and security

42、holders of DSL consummated the following transactions(the“Ancillary Transactions”):(i)Diginex Limited issued$4.35 million new convertible loan notes to certain OriginalShareholders in consideration for the cancellation of the then existing convertible loan notes issued by DSL and held by suchOrigina

43、l Shareholders;(ii)Diginex Limited granted certain share options under the new share option plan that was adopted byDiginex Limited to the holders of the unexercised share options granted by DSL(the“Original Share Options”),in considerationfor the cancellation of the Original Share Options held by s

44、uch holders.At time of the Exchange there were 629,760 vested but nonexercised shares options and unvested share options exercisable for such number of Ordinary Shares equal to 1.8%of the issuedand outstanding shares of the Company at the time of vesting and(iii)Diginex Limited granted certain warra

45、nts to purchaseOrdinary Shares of Diginex Limited to the holders of the then existing warrants to purchase ordinary shares of DSL(the“OriginalWarrants”),in consideration for the cancellation of the Original Warrants held by such holders.The convertible loan notes willautomatically convert into Ordin

46、ary Shares of Diginex Limited upon the effectiveness of this registration statement and anyunvested share options will automatically vest upon completion of this Offering.Accordingly,upon consummation of the Exchange and the Ancillary Transactions(collectively the“Restructuring”),DSLbecame a wholly

47、owned subsidiary of Diginex Limited,and the prior shareholders of DSL became shareholders of DiginexLimited.The remaining DSL security holders became security holders of Diginex Limited,in that they held Diginex Limitedconvertible loan notes,share options and warrants.Following,the closing of the Re

48、structuring there is 6,869,961 Ordinary Sharesof Diginex Limited issued and outstanding,1,291,910 preferred shares of Diginex Limited issued and outstanding,4,179,520warrants issued and outstanding,$4.35 million new convertible loan notes issued and outstanding and 629,760 vested but nonexercised sh

49、ares options and unvested share options exercisable for such number of Ordinary Shares equal to 1.8%of the issuedand outstanding shares of the Company at the time of vesting.Following the Restructuring,on July 26,2024,the Company completed a share subdivision(the“Share Subdivision”)such that,the aut

50、horized share capital of the Company was revised to be US$50,000 divided into 960,000,000 Ordinary Shares ofUS$0.00005 par value each and 40,000,000 preferred shares(the“Preferred Shares”),par value US$0.00005 per share.Prior to theShare Subdivision there were 6,869,961 ordinary shares and 1,291,910

51、 preferred shares issued and outstanding,and after the ShareSubdivision there are 13,739,922 Ordinary Shares and 2,583,820 Preferred Shares issued and outstanding.During the Restructuring,a$1 million loan due from DSL to a related company,Diginex Holdings Limited,a companycontrolled by Rhino Venture

52、s Limited,was converted into a$1 million convertible loan note of which Rhino Ventures Limitedholds$517,535 of the principal amount of the convertible loan note and Working Capital Innovation Fund II L.P.holds$482,465 ofthe principal amount of the convertible loan note.The loan between DSL and Digin

53、ex Holdings Limited charged interest at 8%perannum and had a maturity date of December 31,2024.The terms of the new convertible loan notes also charge interest at 8%perannum and had a maturity date of December 31,2024.This$1 million convertible loan note forms part of the$4.35 million loannotes issu

54、ed by Diginex Limited post the Restructuring.On August 6,2024 certain Employee Share Option Plan(“ESOP”)holders exercised their options and converted theiroptions into Ordinary Shares.501,840 employee share options were converted into 1,003,680 Ordinary Shares whilst 109,470employee share options la

55、psed without being exercised.In addition,368,826 employee share options were issued on July 31,2024.The remaining employee share options as at the time of this registration statement are 36,900 vested but not exercised,368,826unvested employee share options and unvested employee share options exerci

56、sable for such number of Ordinary Shares equal to1.8%of the issued and outstanding shares of the Company at the time of vesting.Prior to the exercise of 501,840 options onAugust 6,2024 there were 13,739,922 Ordinary Shares and 2,583,820 Preferred Shares issued and outstanding,and after suchexercise

57、of 501,840 options there are 14,743,602 Ordinary Shares and 2,583,820 Preferred Shares issued and outstanding.On August 7,2024,Rhino Ventures Limited(“RVL”)transferred 2,992,180 Ordinary Shares to certain persons.As of thedate of this registration statement RVL holds 9,333,242 Ordinary Shares.DSL,Di

58、ginex Limiteds wholly owned subsidiary,currently owes RVL$1.6 million under a loan agreement,dated May21,2024.RVL will continue to fund Diginex Limited,via DSL through the completion of this Offering.Diginex Limited and RVLhave agreed that RVL shall convert up to$3 million of its loan to DSL into Or

59、dinary Shares upon the pricing of this Offering at theIPO offering price.Based on the assumed offering price of$5.00 per share,upon the pricing of the Offering,RVLs loan,assumingloan balance of$3 million,will convert into 600,000 Ordinary Shares.In exchange for RVL conversion of its loan into Ordina

60、ryShares,Diginex Limited has agreed to provide RVL registration rights with respect to the Ordinary Shares that RVL receives uponconversion of the loan.The aforementioned agreement between Diginex Limited and RVL has not yet been memorialized inwriting.Diginex Limited is incorporated in Cayman Islan

61、d and has a subsidiary,DSL,that is incorporated under the laws of HongKong and DSLs principal executive offices and a portion of our global operations are located in Hong Kong.Although Hong Konghas its own governmental and legal system that is independent from China,it is uncertain whether in the fu

62、ture the Hong Konggovernment will implement regulations and policies of the Chinese government or adopt regulations and policies of its own that aresubstantially the same as those of the Chinese government.Therefore,all the legal and operational risks associated with havingoperations in the Peoples

63、Republic of China(PRC)also apply to operations in Hong Kong.Neither Diginex Limited nor DSL haveany contractual arrangements with any variable interest entities(“VIE”)in the PRC.Since neither Diginex Limited nor DSL is amainland Chinese company they are not required to obtain permission from the gov

64、ernment of the PRC to operate and issue ourOrdinary Shares to foreign investors.It is the opinion of our PRC counsel that Diginex Limited and DSL are not subject to therequirements of the China Securities Regulatory Commission(“CSRC”)or the Cyberspace Administration of China(“CAC”),andtheir operatio

65、ns are not subject to the review or approval of any other PRC governmental authority.If Diginex Limited and/or DSLwas required to obtain approval from the CSRC,CAC or other PRC governmental authorities,obtaining such approvals couldsignificantly limit or completely hinder Diginex Limiteds ability to

66、 offer or continue to offer securities to investors and cause thevalue of Diginex Limiteds securities,including the Ordinary Shares,to significantly decline in value or be worthless.If DiginexLimited or DSL is required to obtain approval by the CSRC,CAC or other PRC governmental authorities,it could

67、 result in amaterial change in our operations,including our ability to continue our current business,and accept foreign investments,and suchadverse actions would likely cause the value of our securities to significantly decline or become worthless,make us subject topenalties and sanctions imposed by

68、 PRC regulatory agencies,and cause us to be delisted or prohibit trading.On February 17,2023,the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering andListing by Domestic Companies and relevant supporting guidelines,which became effected on March 31,2023.On December 2

69、8,2021,the CAC and certain other PRC regulatory authorities promulgated the Measures for Cybersecurity Review,which becameeffected on February 15,2022.The promulgation of such new measures indicate that the Chinese government has stepped upsupervision of mainland Chinese firms listed offshore and cr

70、oss-border data flows and security,police illegal activity in thesecurities market and punish fraudulent securities issuances,market manipulation and insider trading.PRC will also monitorsources of funding for securities investment and control leverage ratios.The CAC has also opened a cybersecurity

71、probe intoseveral large U.S.-listed technology companies focusing on anti-monopoly and financial technology regulation and,more recentlywith the passage of the Data Security Law,how companies collect,store,process and transfer data.The Chinese government has been exerting more control over the affai

72、rs of Hong Kong through the enactment of variousnew laws or otherwise,including(i)The Law of the Peoples Republic of China on Safeguarding National Security in the HongKong Special Administrative Region(also known as the Hong Kong National Security Law).This is a PRC law which has directapplication

73、to Hong Kong and carries world-wide extraterritorial effect covering both PRC and non-PRC national;(ii)TheArrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of theMainland and of the Hong Kong Special Administrative Region(“New Arrangemen

74、t”),On the Hong Kong side,the NewArrangement needs to be implemented through local laws.According to the Hong Kong governments constitutional report onNovember 10,2023,the Mainland Civil and Commercial Judgments(Mutual Enforcement)Ordinance(Chapter 645)and theMainland Civil and Commercial Judgments(

75、Mutual Enforcement)Rules came into effect on January 29,2024.On March 8,2024,the Hong Kong SAR Government issued the Safeguarding National Security Bill(the“Bill”).The Bill as amended was thenapproved and passed at a full Legislative Council meeting on March 19,2024.The Safeguarding National Securit

76、y Ordinancebecame law and took effect from March 23,2024.According to the Chief Executive of the Hong Kong SAR,the SafeguardingNational Security Ordinance demonstrates three key objectives:(1)to resolutely,fully and faithfully implement the policy of“onecountry,two systems”under which the people of

77、Hong Kong administer Hong Kong with a high degree of autonomy;(2)toestablish and improve the legal system and enforcement mechanisms for the Hong Kong SAR to safeguard national security;and(3)to prevent,suppress and punish acts and activities endangering national security in accordance with the law,

78、to protect thelawful rights and interests of the residents of the Hong Kong SAR and other people in the Hong Kong SAR,to ensure the propertyand investment in the Hong Kong SAR are protected by the law,to maintain prosperity and stability of the Hong Kong SAR.Because of the Companys operations in Hon

79、g Kong and given the Chinese governments significant oversight authority over theconduct of business in Hong Kong,there is always a risk that the Chinese government may,in the future,seek to affect operationsof any company with any level of operations in PRC,including Hong Kong,including its ability

80、 to offer securities to investors,listits securities on a U.S.or other foreign exchange,conduct its business or accept foreign investment.In light of PRCs recentexpansion of authority in Hong Kong,there are risks and uncertainties which we cannot foresee for the time being,and rules andregulations i

81、n PRC can change quickly.The Hong Kong authorities have announced their plan to enact further national securityrelated legislation in 2024.The contents of these new laws are still unknown but they may have a further impact on foreignorganizations and their operations in Hong Kong.The Chinese governm

82、ent may intervene or influence our current and futureoperations in Hong Kong and PRC at any time,or may exert more control over offerings conducted overseas and/or foreigninvestment in issuers likes ourselves.If certain PRC laws and regulations were to become applicable to Diginex Limited or DSL in

83、the future,the application ofsuch laws and regulations may have a material adverse impact on our business,financial condition and results of operations and ourability to offer or continue to offer securities to investors,any of which may cause the value of our securities,including DiginexLimiteds Or

84、dinary Shares,to significantly decline or become worthless.For example,if the PRC Data Security Law were to applyto Diginex Limiteds Hong Kong-based businesses,Diginex Limited and its subsidiaries could become subject to data security andprivacy obligations,including the need to conduct a national s

85、ecurity review of data activities that may affect the national securityof the PRC,and be prohibited from providing data stored in Hong Kong to foreign judicial or law enforcement agencies withoutapproval from relevant PRC regulatory authorities.In December 2021,the SEC adopted rules to implement the

86、 Holding Foreign Companies Accountable Act(“HFCAA”)and pursuant to the HFCAA,the PCAOB issued its report notifying the SEC of its determination that it is unable to inspect orinvestigate completely accounting firms headquartered in mainland China of PRC and Hong Kong.If any law relating to thePCAOB

87、access to auditor files were to apply to a company such as us or our auditor,the PCAOB may be unable to fully inspectour auditor,which may result in our securities,including our Ordinary Shares,being delisted or prohibited from being tradedpursuant to the HFCAA and materially and adversely affect th

88、e value and/or liquidity of your investment.Diginex Limitedsindependent registered public accounting firm,UHY LLP,is not subject to the determinations announced by the PCAOB onDecember 16,2021.UHY LLP are headquartered in Farmington Hills,MI and are not headquartered in the PRC or Hong Kong.The PCAO

89、B currently has access to inspect the working papers of UHY LLP.As a result,we do not believe the HFCAA andrelated regulations will affect Diginex Limited.If,however,Diginex Limiteds independent registered public accounting firm,or itsaffiliates,were denied,even temporarily,the ability to practice b

90、efore the SEC and PCAOB,and it were determined that ourfinancial statements or audit reports are not in compliance with the requirements of the U.S.Exchange Act,Diginex Limited couldbe at risk of delisting or become subject to other penalties that would adversely affect Diginex Limiteds ability to r

91、emain listed onthe Nasdaq.In addition,while we believe that the statements or regulatory actions by the relevant parts of the PRC government,including those in relation to PRC Data Security Law,the CAC,the PRC Personal Information Protection Law and VIEs,and theanti-monopoly enforcement actions take

92、n by relevant PRC government authorities,will not have any material adverse impact onour ability to conduct business,accept foreign investments,or list on a U.S.or other foreign exchange,there is no guarantee thatwill continue to be the case or that the PRC government will not seek to intervene or i

93、nfluence our operations at any time.Shouldsuch statements or regulatory actions apply to a company such as us in the future,it would likely have a material adverse impact onour business,financial condition and results of operations,our ability to accept foreign investments and our ability to offer o

94、rcontinue to offer securities to investors on a U.S.or other international securities exchange,any of which may cause the value ofour securities,including our Ordinary Shares,to significantly decline or become worthless.If any or all of the foregoing were to occur,this could result in a material cha

95、nge in our Companys operations and/or thevalue of our Ordinary Shares and/or significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors and cause the value of such securities to significantly decline or be worthless.While we cannot predict the extent of

96、 suchimpact if such events were to occur,we expect that to the extent certain laws and regulations of the PRC become applicable to us,we may relocate our principal executive offices,employees,and operations out of Hong Kong.We may also be forced to dissolveour Hong Kong subsidiary and incorporate on

97、e or more new entities outside of Hong Kong.While we believe we may be able torelocate and reorganize,as an early-stage enterprise with limited revenue and that is not currently profitable,the costs and expensesrelated to relocating our offices,employees,and operations,as well as the legal and profe

98、ssional fees associated with reorganizingcertain legal entities,would likely have a material impact on our business,financial condition and results of operations.There canbe no guarantee that Diginex Limiteds business lines,individually or together with our other business lines will be able to produ

99、cesufficient cash flows to fund the capital requirements and expenditures necessary to run the business and relocate.For additional detail on these and other risks,see“Risk Factors Risks Related to Doing Business in Hong Kong”startingon page 16 of this prospectus.An investment in our securities invo

100、lves risks.See“Risk Factors”beginning on page 10 of this prospectus.Neither the SEC nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Per Share Total Ini

101、tial public offering price$5$5 Underwriting discounts(1)$0.325$731,250 Proceeds,before expenses,to us(2)$4.675$10,518,750 (1)An underwriting discount equal to 6.5%of the per share offering price will be provided to underwriters.See“Underwriting”inthis prospectus for more information regarding our ar

102、rangements with the underwriters.(2)The total estimated expenses related to this Offering are set forth in the section entitled“Underwriting Discounts,Commissions and Expenses”beginning on page 102 of this prospectus.We expect our total cash expenses for this Offering,including cash expenses payable

103、 to Dominari Securities LLC(“Dominari”),as representative of the underwriters(the“Representative”)for their advisory fee,out-of-pocket expenses and non-accountable expenses allowance to be approximately$410,000,exclusive of the above underwriting discounts.In addition,we willpay additional items of

104、value in connection with this Offering that are viewed by the Financial Industry Regulatory Authority,orFINRA,as underwriting compensation.These payments will further reduce proceeds available to us before expenses.See“Underwriting.”This Offering is being conducted on a firm commitment basis.The und

105、erwriters are obligated to take and pay for all of theshares if any such shares are taken.We have granted the underwriters an option for a period of 45 days after the closing of thisOffering to purchase up to 337,500 shares,or 15%of the total number of our Ordinary Shares to be offered by us pursuan

106、t to thisOffering(excluding shares subject to this option),solely for the purpose of covering over-allotments,at the initial public offeringprice less the underwriting discount.If the underwriters exercise the over-allotment option in full,the total underwriting discountspayable will be approximatel

107、y$840,938 based on an assumed offering price of$5.0 per Ordinary Share,and the total grossproceeds to us,before underwriting discounts and expenses,will be$12.9 million.If we complete this Offering,net proceeds willbe delivered to us on the closing date.The underwriters expect to deliver the Ordinar

108、y Shares against payment as set forth under“Underwriting”,on or about ,2024.The date of this prospectus is ,2024.TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSii FREQUENTLY USED TERMSiii PROSPECTUS SUMMARY1 RISK FACTORS10 CORPORATE HISTORY32 INDUSTRY OVERVIEW34 CAPITALIZATION

109、 AND INDEBTEDNESS36 DILUTION36 USE OF PROCEEDS37 DIVIDEND POLICY37 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS FOR THE YEAR ENDED MARCH 31,2024 AND 202337 BUSINESS56 MANAGEMENT68 DESCRIPTION OF SECURITIES74 PRINCIPAL SECURITYHOLDERS95 RELATED PARTY TRANSACTION

110、S96 SHARES ELIGIBLE FOR FUTURE SALE97 TAXATION97 UNDERWRITING102 EXPENSES RELATED TO THE OFFERING106 LEGAL MATTERS106 EXPERTS106 ENFORCEMENT OF CIVIL LIABILITIES106 WHERE YOU CAN FIND MORE INFORMATION107 INDEX TO FINANCIAL STATEMENTSF-1 PART II INFORMATION NOT REQUIRED IN PROSPECTUSII-1 We and the u

111、nderwriters have not authorized anyone to provide any information or to make any representationsother than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or towhich we have referred you.We take no responsibility for,and can provide no assurance

112、 as to the reliability of,any otherinformation that others may give you.This prospectus is an offer to sell only the shares offered hereby,but only undercircumstances and in jurisdictions where it is lawful to do so.We are not making an offer to sell these securities in anyjurisdiction where the off

113、er or sale is not permitted or where the person making the offer or sale is not qualified to do so orto any person to whom it is not permitted to make such offer or sale.The information contained in this prospectus iscurrent only as of the date on the front cover page of the prospectus.Our business,

114、financial condition,results of operationsand prospects may have changed since that date.i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus includes statements that express Diginex Limiteds opinions,expectations,beliefs,plans,objectives,assumptions or projections regarding future

115、events or future results and therefore are,or may be deemed to be,“forward-lookingstatements”within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934(the“Exchange Act”).These forward-looking statements can generally be identified by the use of fo

116、rward-looking terminology,including the terms“believes,”“estimates,”“anticipates,”“expects,”“seeks,”“projects,”“intends,”“plans,”“may,”“will”or“should”or,in each case,their negative or other variations or comparable terminology.These forward-looking statements includeall matters that are not histori

117、cal facts.They appear in a number of places throughout this prospectus and include statementsregarding our intentions,beliefs or current expectations concerning,among other things,results of operations,financial condition,liquidity,prospects,growth,strategies and the markets in which the Company ope

118、rates.Such forward-looking statements are basedon available current market material and managements expectations,beliefs and forecasts concerning future events impactingDiginex Limited.You are cautioned that any such forward-looking statements are not guarantees of future performance and involverisk

119、s and uncertainties,as well as assumptions,which,if they were to ever materialize or prove incorrect,could cause the results ofDiginex Limited to differ materially from those expressed or implied by such forward-looking statements.Potential risks anduncertainties include those generally set forth un

120、der“Risk Factors”and elsewhere in this prospectus,including without limitation:expectations regarding our strategies and future financial performance,including our future business plans orobjectives,prospective performance and opportunities,and competitors,revenues,customer acquisition andretention,

121、products and services,pricing,marketing plans,operating expenses,market trends,liquidity,cashflows and uses of cash,capital expenditures,and our ability to maintain access to content and managepartnerships,and to invest in growth initiatives and pursue acquisition opportunities;adverse effects to ou

122、r financial condition and results of operations due to public health issues,includingepidemics or pandemics such as COVID-19;adverse effects to our financial condition and results of operations due to global events,including the ongoingconflict between Russia/Ukraine and Israel/Gaza;changes and unce

123、rtainties related to the laws and regulations of the PRC;the Chinese governments potential intervention or influence over our current and future operations in HongKong;our future financial performance,including our expectations regarding our net revenue,operating expenses,andour ability to achieve a

124、nd maintain future profitability;our business lines and our ability to effectively manage our growth;anticipated trends,growth rates,and challenges in our business,and in the markets in which we operate;market acceptance of our products and services;beliefs and objectives for future operations;our a

125、bility to maintain,expand,and further penetrate our existing customer base;our ability to develop new products and services and grow our business in response to changing technologies,customer demand,and competitive pressures;our expectations concerning relationships with third parties;our ability to

126、 maintain,protect,and enhance our intellectual property;our ability to continue to expand internationally;our ability to operate each of our business lines effectively;the effects of increased competition in our markets and our ability to compete effectively;future acquisitions of or investments in

127、complementary companies,products,services,or technologies and ourability to successfully integrate such companies or assets;our ability to stay in compliance with laws and regulations that currently apply or become applicable to ourbusiness both in the United States and internationally;economic and

128、industry trends,projected growth,or trend analysis;trends in revenue,cost of revenue,and gross margin;trends in operating expenses,including technology and development expenses,sales and marketing expenses,and general and administrative expenses,and expectations regarding these expenses as a percent

129、age of revenue;and increased requirements and expenses associated with being a public company.Readers are urged to carefully review and consider the various disclosures made by us in this prospectus.This filingattempt to advise interested parties of the risks and factors that may affect our business

130、,financial condition and results ofoperations and prospects.The forward-looking statements made in this prospectus speak only as of the date hereof and we disclaimany obligation,except as required by law,to provide updates,revisions or amendments to any forward-looking statements to reflectchanges i

131、n our expectations or future events.ii FREQUENTLY USED TERMS Except as otherwise indicated by the context and for purposes of this prospectus only,references in this prospectus to:“Advisory”is assisting companies define and implement their ESG strategies;“Memorandum and Articles”is to the Companys m

132、emorandum and articles of association;“Chardan”means Chardan Capital Markets LLC“Companies Act”means the Companies Act(As Revised)of the Cayman Islands;“Customization”is developing bespoke solutions for clients onto of ESG Entity Reporting or Lumen“Managed Services”is the collection of data from sup

133、pliers on behalf of clients to aid the full visibility of resultsfrom supply chain due diligence“Diginex Limited”or the“Company”means Diginex Limited,an exempted company with limited liabilityincorporated under the laws of the Cayman Islands;“Diginex Services”means Diginex Services Limited,a direct

134、subsidiary of DSL,incorporated in the UnitedKingdom;“Diginex USA”means Diginex USA LLC,a direct subsidiary of DSL,incorporated in Delaware,USA“diginexESG”is end to end reporting from topic discovery,data collection to collaborative report publishing;“diginexESG Entity Reporting”is advanced reporting

135、 across multiple entities with data comparison and aggregation;“diginexLUMEN”is democratizing supply chain risk assessment and monitoring;“diginexApprise”gives workers a voice in supply chain due diligence,proving companies with reliable insights fortheir risk assessment;“diginexPartners”is the crea

136、tion of customized development and/or white label solutions,also referred to as“Customization”;“DSL”means Diginex Solutions(HK)Limited,a Hong Kong corporation,and its consolidated subsidiaries;“ESG”means Environmental,Social,and Governance.ESG is a framework that helps stakeholders understand howan

137、organization is managing risks and opportunities related to environmental,social and governance criteria;“Exchange”means the share exchange contemplated by the Share Exchange Agreement;“GHG protocol”is Greenhouse Gas Protocol which provides standards,guidance,tools and training to measure andmanage

138、climate warming emissions;“Group”means Diginex Limited and its subsidiaries;“Licensed software sales”is the sale of diginexESG and/or diginexLUMEN on 12 month recurring subscriptionagreements;“Nasdaq”means the Nasdaq Stock Market LLC;“Offering”means Diginex Limiteds initial public offering of 2,250,

139、000 Ordinary Shares as described in thisregistration statement on Form F-1;“Ordinary Shares”means the ordinary shares of Diginex Limited,with par value of$0.00005 per share;“Preferred Shares”means the preferred shares of Diginex Limited,with par value of US$0.00005 per share;“private placement warra

140、nts”or“Warrants”means the warrants issued to certain persons pursuant to certain securitiespurchase agreements,each exercisable for one Ordinary Share;“private placement warrant shares”means the Ordinary Shares to be issued upon exercise of the private placementwarrants;“RVL warrants”means warrants

141、issued to Rhino Ventures Limited on completion of a successful IPO“PRC”mean The Peoples Republic of China,including Hong Kong and Macau.Hong Kong is a specialadministrative region of PRC and operates under a different legal system to the rest of the PRC.However,all legaland operational risks associa

142、ted with having operations in the PRC may also apply to operations in Hong Kong;“Restructuring”means the consummation of the transaction contemplated by the Exchange and the AncillaryAgreements resulting in DSL becoming a wholly owned subsidiary of Diginex Limited and involving the(i)transferof shar

143、es of DSL from its then shareholders to the Company in consideration for the issuance of new shares of theCompany to such shareholders pursuant to the terms and conditions of the Share Exchange Agreement,(ii)issuanceof new convertible loan notes to certain DSL shareholders in consideration for the c

144、ancellation of the then existingconvertible loan notes issued by DSL,(iii)granting certain share options under the new share option plan that wasadopted by Diginex Limited to the holders of the unexercised share options granted by DSL,in consideration for thecancellation of the DSL options held by s

145、uch holders and(iv)granting certain warrants to purchase Ordinary Sharesof Diginex Limited to the holders of the then existing warrants to purchase ordinary shares of DSL,in considerationfor the cancellation of the DSL warrants.“Dominari”means Dominari Securities LLC“Scope 1,2 and 3 carbon footprint

146、”is a way of categorizing the different kinds of carbon emissions a companycreates from its own operations,and its wider value chain“Selling Shareholders”means existing shareholders of the Company that are selling their Ordinary Shares pursuant tothe Resale Prospectus“Share Exchange Agreement”means

147、the written agreement dated as of July 15,2024 entered into by and among DSL,the then shareholders of DSL and Diginex Limited,pursuant to which the then existing shareholders of DSLtransferred all of their shares in DSL to Diginex Limited,in exchange for Diginex Limiteds issuance of its newshares to

148、 such shareholders.Upon the consummation of the Share Exchange Agreement,DSL became a direct whollyowned subsidiary of Diginex Limited,and the existing shareholders of DSL became shareholders of Diginex Limited“Share Subdivision”means the authorized share capital of the Company became US$50,000 divi

149、ded into 960,000,000Ordinary Shares of US$0.00005 par value each and 40,000 Preferred Shares of US$0.00005 par value each.“we,”“us”and“our”refers to Diginex Limited and its subsidiaries.iii PROSPECTUS SUMMARY This summary highlights selected information and does not contain all of the information th

150、at is important to you.Thissummary is qualified in its entirety by the more detailed information included in this prospectus.Before making your investmentdecision with respect to our securities,you should carefully read this entire prospectus,any applicable prospectus supplement andthe documents ref

151、erred to in“Where You Can Find More Information”.Unless the context indicates otherwise,the terms the“Company,”“we,”“us”and“our”refer to Diginex Limited and itssubsidiaries,after giving effect to the Restructuring described elsewhere in this prospectus whereby Diginex Limited owns DSL.“DSL”refers to

152、 Diginex Solutions(HK)Limited,a Hong Kong corporation,and its consolidated subsidiaries.The Company Current Business Lines DSL is the wholly owned subsidiary of Diginex Limited.Accordingly,Diginex Limited owns 100%of DSL and all ofDSLs business lines and subsidiaries.DSL is an impact technology busi

153、ness that helps organizations to address the some of the most pressing Environmental,Social and Governance(“ESG”),climate and sustainability issues,utilizing blockchain,machine learning and data analysistechnology to lead change and increase transparency in corporate social responsibility and climat

154、e action.Our products andservices solutions enable companies to collect,evaluate and share sustainability data through easy-to-use software.The Groupsprincipal executive office is in Hong Kong where the CEO,CFO and CTO are based.The Hong Kong office is in a co-workingshared space facility with 9 sea

155、ts and the Hong Kong based employees operate under a hybrid model as they work both from theoffice and from home with the majority of working hours spent working from home.There is also an executive office in Monacothat is used by the Chairman and COO.DSL has subsidiaries in the United Kingdom and U

156、nited States,however the subsidiary inthe United States is inactive.DSL also outsources a component of IT development and maintenance support to engineers inVietnam.DSL has built several accessible,affordable and intelligent products to help democratize sustainability and offers multiplesupporting s

157、ervices to complement the product suite.DSLs suite of products includes the following:digninexESG:is an accredited Hong Kong Monetary Authority award winning cloud based ESG platform that offers endto end reporting from topic discovery,data collection to collaborative report publishing.Our diginexES

158、G platform is ISO-27001Certified(an international standard to manage information security),official partner of Global Reporting Initiative(GRI),Sustainability Accounting Standards Board(SASB),World Economic Forum and signatory of the United Nations Principles ofResponsible Investment(UN PRI).The dig

159、inexESG platform guides companies through the entire ESG journey;from materiality assessment&stakeholderengagement,framework&indicator selection,the data collection and collaboration process,report creation,validation andultimately report publishing.By leveraging machine learning and data analytics,

160、diginexESG is able to drive material efficienciesin the reporting process,and the blockchain-enabled audit trail,whereby a record of each data activity is created and stored on ablockchain,provides greater transparency in the data thus increasing its value.Originally targeted specially at Small and

161、MediumSized Enterprises(SMEs)around the world who are new to ESG reporting and lack the budget or bandwidth to engage withtraditional and often expensive consultants,diginexESG has increased its feature set to include functionality that also targets largercompanies with more complex organizational s

162、tructures.diginexESG has also been adopted by global commercial banks likeHSBC to help engage with their diverse customer base at scale.diginexLUMEN:allows companies to execute comprehensive supply chain risk assessments about working conditionswithin the supply chain.Supplier information is validat

163、ed against worker feedback and automated risk calculations enablescompanies to prioritize issues for mitigation and prevention of adverse impacts and improvement efforts.1 diginexLUMEN focuses on broad data collection through complex inter-jurisdictional supply chains with a specific focuson social

164、governance issues such as forced labor due diligence,gender risk and child labor risk.Through the collection of data fromsuppliers and validation by workers,diginexLUMEN relies on proprietary algorithms to generate risk scores to help companiesidentify which parts of their supply chain require great

165、er scrutiny.The platform then auto-generates corrective action plans whichallow the brands and suppliers to work together to remedy potentially problematic areas and reduce the risk score.diginexAPPRISE:is a multilingual application that collects standardized,actionable data related to working condi

166、tionsdirectly from workers in global supply chains.Through tailored question sets,companies can deploy surveys directly to workers intheir supply chain on a variety of topics such as responsible recruitment,gender equality and pulse check living and workingconditions.The worker voice tool was initia

167、lly developed by the United Nations University Institute in Macau(UNU-IIST)inpartnership with The Mekong Club an organization working with the private sector to bring about sustainable practices againstmodern slavery,and was acquired by DSL on December 14,2021.diginexAPPRISE is available both as a s

168、tandalone tool and also fully integrated into diginexLUMEN.diginexCLIMATE:is a proprietary carbon footprint calculator based on the GHG protocols that is currently available asan integrated part of the diginexESG platform.This allows companies to seamlessly calculate their Scope 1,2 and 3 carbonfoot

169、print as part of their overall ESG reporting journey.Scope 1 are those direct emissions that are owned or controlled by acompany,whereas scopes 2 and 3 indirect emissions are the result of the activities of the company but occur from sources notowned or controlled by it.DSL also offers the following

170、 complementary services:diginexADVISORY:is a service offered by DSL as a complement to the suite of DSL software license sales.diginexADVISORY provides clients strategy and advisory support at every stage of the sustainability journey,including assurancesolutions for credible reporting.We also offer

171、 custom framework creation for clients who need more complex reporting templatesor who want to set a benchmark for others in their industry.As part of diginexADVISORY we also develop and run one-off orprogrammatic training sessions covering a range of topics from a general introduction to ESG to com

172、plex carbon accounting andemissions.diginexPARTNERS:is a service whereby DSL develops white label versions of both diginexESG and diginexLUMEN forcompanies who then want to run either diginexESG or diginexLUMEN as an extension of their own service offering.This serviceoften requires custom technolog

173、y work up front for our clients that generates initial revenue as well as ongoing service andmaintenance licenses which generate ongoing recurring revenue.In addition,DSL develops custom software platforms as part of a project consortiums for organizations like the UnitedStates Department of State,U

174、nited States Department of Labor,and the United Nations.diginexMANAGEDSERVICES:is service to be offered by DSL to provide oversight and support to clients inoperationalizing the roll out of our software products within their organizational structure or supplier base.This service can includetraining

175、and education,onboarding,data collection and analysis,as well as general on-going support.We will be offering this kindof vertical integration as a service from 2024 onwards and expect it to become an important part of our overall product and serviceoffering.As of June,2024,DSL has a current headcou

176、nt of 30,among which 21 are employees in Hong Kong and United Kingdomand 9 are contractors based in France,Germany,Spain,USA,Canada,Dubai,Mexico and Australia.2 Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as

177、amended(which we refer to as the Exchange Act).The Company is a foreign private issuer as less than 50%of the outstanding voting shareswill be held by US residents.As such,we are exempt from certain provisions applicable to United States domestic publiccompanies.For example:we are not required to pr

178、ovide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are lessrigorous than the rules that apply to domestic public companies;we are not required to provide the same level of d

179、isclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosuresof material information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,co

180、nsents or authorizations in respect of a security registered under the Exchange Act;andwe are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports oftheir share ownership and trading activities and establishing insider liability for profits realized fr

181、om any“short-swing”trading transaction.Under Nasdaq Listing Rule 5615(a)(3)(A),a foreign private issuer may,in general,follow its home country corporategovernance practices in lieu of some of the Nasdaq corporate governance requirements,set forth in the Nasdaq Marketplace Rule5600 Series(with certai

182、n exceptions not relevant here).Diginex Limited has elected to be exempt from the requirement in NasdaqMarketplace Rule 5635(d)which sets forth the circumstances under which shareholder approval is required prior to an issuance ofsecurities,other than in a public offering,equal to 20%or more of the

183、voting power outstanding at a price less than the lower of:(i)the Nasdaq Official Closing Price(as reflected on N)immediately preceding the signing of the binding agreement;or(ii)the average Nasdaq Official Closing Price of the common stock(as reflected on N)for the five trading days immediatelyprec

184、eding the signing of the binding agreement.Emerging Growth Company Status We are an“emerging growth company,”as defined in the Jumpstart Our Business Startups Act(or JOBS Act),and we areeligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that

185、 are applicable toother public companies,that are not emerging growth companies,including,but not limited to,(1)presenting only two years ofaudited financial statements and only two years of related managements discussion and analysis of financial condition and resultsof operations in this prospectu

186、s,(2)not being required to comply with the auditor attestation requirements of Section 404 of theSarbanes-Oxley Act of 2002(the“Sarbanes-Oxley Act”),(3)reduced disclosure obligations regarding executive compensation inour periodic reports and proxy statements,and(4)exemptions from the requirements o

187、f holding a non-binding advisory vote onexecutive compensation and shareholder approval of any golden parachute payments not previously approved.We intend to takeadvantage of these exemptions,and investors might find investing in our Ordinary Shares less attractive.In addition,Section 107 of the JOB

188、S Act also provides that an emerging growth company can take advantage of theextended transition period provided in Section 7(a)(2)(B)of the Securities Act of 1933,as amended(which we refer to as theSecurities Act),for complying with new or revised accounting standards.As a result,an emerging growth

189、 company can delay theadoption of certain accounting standards until those standards would otherwise apply to private companies,and we intend to takeadvantage of this extended transaction period.We could remain an emerging growth company for up to five years,or until the earliest of(1)the last day o

190、f the first fiscalyear in which our annual gross revenues exceed$1.235 billion,(2)the date that we become a“large accelerated filer”as defined inRule 12b-2 under the Exchange Act,which would occur if the market value of our Ordinary Shares that is held by non-affiliatesexceeds$700 million as of the

191、last business day of our most recently completed second fiscal quarter and we have been publiclyreporting for at least 12 months,or(3)the date on which we have issued more than$1 billion in non-convertible debt during thepreceding three-year period.Our Corporate Structure Diginex Limited is a Cayman

192、 Islands exempted company,incorporated under the laws of the Cayman Islands on January26,2024.Upon incorporation,one(1)ordinary share of Diginex Limited was issued to Rhino Ventures Limited.On July 15,2024,Diginex Limited and Diginex Solutions(HK)Limited(“DSL”)completed a restructuring pursuant to a

193、 share exchange agreement(the“Share Exchange Agreement”),whereby the then existing shareholders of DSL(the“Original Shareholders”)transferred all oftheir shares in DSL to Diginex Limited,in consideration for Diginex Limiteds issuance of substantially the same securities to suchshareholders in exchan

194、ge for the securities of DSL held by Original Shareholders(the“Exchange”).Prior to the Exchange therewere 16,756 ordinary shares of DSL issued and outstanding,3,151 preferred shares of DSL issued and outstanding and 10,172warrants of DSL issued and outstanding.In the Exchange,each of the securities

195、of DSL were exchanged for substantially the samesecurities of Diginex Limited at an exchange ratio of one(1)ordinary share of DSL for four hundred and ten(410)Ordinary Sharesof Diginex Limited,one(1)preferred share of DSL for four hundred and ten(410)Preferred Shares of Diginex Limited and one(1)war

196、rant of DSL for four hundred and ten(410)warrants of Diginex Limited.Prior to the Exchange on May 28,2023,DSL agreed to an$8,000,000 share subscription agreement with Rhino VenturesLimited and on September 28,2023 executed a subscription agreement(the“RVL Subscription Agreement”).Pursuant to the RVL

197、Subscription Agreement,DSL issued Rhino Ventures Limited 5,086 ordinary shares and 10,172 warrants in exchange for$8.0million.The warrants will be exercisable for ordinary shares of DSL for a period of three years from the date they are issued andshall be exercisable at a per warrant price of US$2,5

198、12.Post the completion of the Restructuring and Share Subdivision(as definedbelow),the number of warrants of Diginex Limited issued to Rhino Ventures Limited was adjusted to 4,170,520 from 10,172 withan adjusted price per warrant of US$6.13.The warrants,if fully exercised,will result in the issuance

199、 of such number of OrdinaryShares equal to 51%of the total issued and outstanding shares of the Company at the time of the warrants being exercised.Thiswill be prorated for partial exercise of warrants.Rhino Ventures Limited paid the subscription price by the payment of$6.1 millionin cash and the fo

200、rgiveness of$1.9 million of debt due to Rhino Ventures Limited.The RVL Subscription Agreement also activatedan anti-dilution clause in the Articles of Association of DSL which resulted in HBM IV,Inc.being issued 151 preferred shares ofDSL for zero consideration.This increased HBM IV,Inc.s holding to

201、 3,151 preferred shares of DSL.In connection with the Exchange,Diginex Limited and security holders of DSL consummated the following transactions(the“Ancillary Transactions”):(i)Diginex Limited issued$4.35 million new convertible loan notes to certain OriginalShareholders in consideration for the ca

202、ncellation of the then existing convertible loan notes issued by DSL and held by suchOriginal Shareholders;(ii)Diginex Limited granted certain share options under the new share option plan that was adopted byDiginex Limited to the holders of the unexercised share options granted by DSL(the“Original

203、Share Options”),in considerationfor the cancellation of the Original Share Options held by such holders.At time of the Exchange there were 629,760 vested but nonexercised shares options and unvested share options exercisable for such number of Ordinary Shares equal to 1.8%of the issuedand outstandin

204、g shares of the Company at the time of vesting and(iii)Diginex Limited granted certain warrants to purchaseOrdinary Shares of Diginex Limited to the holders of the then existing warrants to purchase ordinary shares of DSL(the“OriginalWarrants”),in consideration for the cancellation of the Original W

205、arrants held by such holders.The convertible loan notes willautomatically convert into Ordinary Shares of Diginex Limited upon the effectiveness of this registration statement and anyunvested share options will automatically vest upon completion of this Offering.Accordingly,upon consummation of the

206、Exchange and the Ancillary Transactions(collectively the“Restructuring”),DSLbecame a wholly owned subsidiary of Diginex Limited,and the prior shareholders of DSL became shareholders of DiginexLimited.The remaining DSL security holders became security holders of Diginex Limited,in that they held Digi

207、nex Limitedconvertible loan notes,share options and warrants.Following,the closing of the Restructuring there is 6,869,961 Ordinary Sharesof Diginex Limited issued and outstanding,1,291,910 preferred shares of Diginex Limited issued and outstanding,4,179,520warrants issued and outstanding,$4.35 mill

208、ion new convertible loan notes issued and outstanding and 629,760 vested but nonexercised shares options and unvested share options exercisable for such number of Ordinary Shares equal to 1.8%of the issuedand outstanding shares of the Company at the time of vesting.Following the Restructuring,on Jul

209、y 26,2024,the Company completed a share subdivision(the“Share Subdivision”)such that,the authorized share capital of the Company was revised to be US$50,000 divided into 960,000,000 Ordinary Shares ofUS$0.00005 par value each and 40,000,000 preferred shares(the“Preferred Shares”),par value US$0.0000

210、5 per share.Prior to theShare Subdivision there were 6,869,961 ordinary shares and 1,291,910 preferred shares issued and outstanding,and after the ShareSubdivision there are 13,739,922 Ordinary Shares and 2,583,820 Preferred Shares issued and outstanding.During the Restructuring,a$1 million loan due

211、 from DSL to a related company,Diginex Holdings Limited,a companycontrolled by Rhino Ventures Limited,was converted into a$1 million convertible loan note of which Rhino Ventures Limitedholds$517,535 of the principal amount of the convertible loan note and Working Capital Innovation Fund II L.P.hold

212、s$482,465 ofthe principal amount of the convertible loan note.The loan between DSL and Diginex Holdings Limited charged interest at 8%perannum and had a maturity date of December 31,2024.The terms of the new convertible loan notes also charge interest at 8%perannum and had a maturity date of Decembe

213、r 31,2024.This$1 million convertible loan note forms part of the$4.35 million loannotes issued by Diginex Limited post the Restructuring.On August 6,2024 certain Employee Share Option Plan(“ESOP”)holders exercised their options and converted theiroptions into Ordinary Shares.501,840 employee share o

214、ptions were converted into 1,003,680 Ordinary Shares whilst 109,470employee share options lapsed without being exercised.In addition,368,826 employee share options were issued on July 31,2024.The remaining employee share options as at the time of this registration statement are 36,900 vested but not

215、 exercised,368,826unvested employee share options and unvested employee share options exercisable for such number of Ordinary Shares equal to1.8%of the issued and outstanding shares of the Company at the time of vesting.Prior to the exercise of 501,840 options onAugust 6,2024 there were 13,739,922 O

216、rdinary Shares and 2,583,820 Preferred Shares issued and outstanding,and after suchexercise of 501,840 options there are 14,743,602 Ordinary Shares and 2,583,820 Preferred Shares issued and outstanding.On August 7,2024,Rhino Ventures Limited(“RVL”)transferred 2,992,180 Ordinary Shares to certain per

217、sons.As of thedate of this registration statement RVL holds 9,333,242 Ordinary Shares.DSL,Diginex Limiteds wholly owned subsidiary,currently owes RVL$1.6 million under a loan agreement,dated May21,2024.RVL will continue to fund Diginex Limited,via DSL through the completion of this Offering.Diginex

218、Limited and RVLhave agreed that RVL shall convert up to$3 million of its loan to DSL into Ordinary Shares upon the pricing of this Offering at theIPO offering price.Based on the assumed offering price of$5.00 per share,upon the pricing of the Offering,RVLs loan,assumingloan balance of$3 million,will

219、 convert into 600,000 Ordinary Shares.In exchange for RVL conversion of its loan into OrdinaryShares,Diginex Limited has agreed to provide RVL registration rights with respect to the Ordinary Shares that RVL receives uponconversion of the loan.The aforementioned agreement between Diginex Limited and

220、 RVL has not yet been memorialized inwriting.Following the consummation Restructuring,DSL became a wholly owned subsidiary of Diginex Limited,and the formershareholders and securityholders of DSL became shareholders and securityholders of Diginex Limited.Following theRestructuring,Diginex Limited ha

221、s subsidiaries located in Hong Kong,United Kingdom and United States of America.DiginexLimited is the sole owner of DSL,and through DSL the sole owner of(i)Diginex Services Limited,a corporation formed in theUnited Kingdom and(ii)Diginex USA LLC,a limited liability company formed in the State of Del

222、aware.The following chart summarizes our corporate legal structure and identifies our subsidiaries as of the date of thisprospectus.For more details on our corporate history please refer to“Corporate History”appearing on page 32 of this prospectus.Corporate Information Our global headquarters and pr

223、incipal executive office is located at Smart-Space Fintech 2,Room 3,Unit 401-404 Core C,Cyberport,Telegraph Bay,Hong Kong.We also have an office at Avenue des Papalins a Monaco portant le numero D2/D3,Monaco which was used by the Chairman and Chief Operating Officer.Our registered office in the Caym

224、an Islands is located atthe offices of Ogier Global(Cayman)Limited,89 Nexus Way,Camana Bay,Grand Cayman,KY1-9009,Cayman Islands.Our website is http:/.Information contained on,or that can be accessed through,our websites is notpart of,and shall not be incorporated by reference into,this prospectus.Ou

225、r agent for service of process in the United States isPuglisi&Associates,850 Library Avenue,Suite 2-4,Newark,Delaware 19711.3 Summary Risk Factors Risk Related to Diginex Limiteds Business Diginex Limited has a limited operating history and has incurred operating losses since its inception as it has

226、 beeninvesting in the build out of its business lines,but they are not assured to be profitable.Cyberattacks and security breaches of our platform,or those impacting our customers or third parties,could adverselyimpact our brand and reputation and our business,operating results,and financial conditi

227、on.One or more of Diginex Limiteds business lines may not produce sufficient cash flows to fund the capital requirementsand expenditures necessary to run the business.ESG reporting technology may not be widely adopted on blockchain due to association with digital assets.Diginex Limiteds business lin

228、es may require technology certifications and qualifications that DSL does not currentlyhave and that may be costly and time-consuming to obtain and,even if obtained,may subsequently be revoked.Our suit of products,services and initiatives,could fail to attract users and partners or generate revenue.

229、Diginex Limited faces substantial litigation risks.Diginex Limited may not successfully develop technology to service its business lines.Cybersecurity incidents and other systems and technology problems may materially and adversely affect Diginex Limited.Diginex Limited may not be able to keep pace

230、with rapidly changing technology and client requirements.Diginex Limited may face the risk that one or more competitors have or will obtain patents covering technology critical tothe operation of one or more of its business lines and that it may infringe on the intellectual property rights of others

231、.Managing different business lines could present conflicts of interest.Economic,political and market conditions in Hong Kong and worldwide,can adversely affect Diginex Limiteds business,results of operations and financial condition.Diginex Limiteds business lines and its acceptance of currencies oth

232、er than the U.S.Dollar will subject it to currency risk.Risks related to the Russian invasion of Ukraine and the armed conflict between Israel and Hamas.Diginex Limiteds business may be adversely affected by natural disasters,pandemics,and other catastrophic events,andby man-made problems such as te

233、rrorism,that could disrupt the business operations,and the business continuity anddisaster recovery plans may not adequately protect it from a serious disaster.DSL was previously owned by Eqonex Limited,until it was sold to Rhino Ventures Limited in May 2020.Eqonex Limitedwas focused on crypto curre

234、ncies and went into liquidation in May 2022.There could be some legacy brand confusionwhich could impact the business of DSL and the value of Diginex Limiteds Ordinary Shares.4 Risks Related to Diginex Limiteds incorporation in the Cayman Islands Because Diginex Limited is incorporated under the law

235、s of the Cayman Islands,you may face difficulties in protectingyour interests,and your ability to protect your rights through the U.S.Federal courts may be limited.It may be difficult to enforce a U.S.judgment against Diginex Limited or its directors and officers outside the UnitedStates,or to asser

236、t U.S.securities law claims outside of the United States.As a company incorporated in the Cayman Islands,Diginex Limited is permitted to adopt certain home country practicesin relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards;these

237、practices may afford less protection to shareholders than they would enjoy if Diginex Limited complied fully withNasdaq corporate governance listing standards.Provisions in the Diginex Limiteds governance documents may inhibit a takeover of Diginex Limited,which could limitthe price investors might

238、be willing to pay in the future for Diginex Limiteds Ordinary Shares and could entrenchmanagement.As a foreign private issuer,Diginex Limited will be exempt from a number of U.S.securities laws and rules promulgatedthereunder and will be permitted to publicly disclose less information than U.S.publi

239、c companies must.This may limit theinformation available to holders of the Diginex Limiteds Ordinary Shares.You may be unable to present proposals before annual general meetings or extraordinary general meetings not called byshareholders.Because Diginex Limited is a foreign private issuer and is exe

240、mpt from certain Nasdaq corporate governance standardsapplicable to U.S.issuers,you will have less protection than you would have if it were a domestic issuer.We currently do not expect to pay dividends in the foreseeable future after this Offering and you must rely on priceappreciation of our Ordin

241、ary Shares for return on your investment.Risks Related to Doing Business in Hong Kong Diginex Solutions(HK)Limited is incorporated under the laws of Hong Kong.Our principal executive offices and a portion of ourglobal operations are located in Hong Kong.We do not operate in the PRC.We are not a main

242、land Chinese firm and neither us norany of our subsidiaries is required to obtain permission from the government of the PRC to operate and issue our Ordinary Sharesto foreign investors.DSL and our subsidiaries are not covered by permissions requirements from the CSRC,CAC,and no otherPRC entity is re

243、quired to approve of the companys operations.We do not believe that we are required to obtain any approvals tooffer securities to foreign investors.We have evaluated the laws and regulations of the PRC in coming to this conclusion.Thisconclusion is based on DSL being a Hong Kong company,with no oper

244、ations in the PRC,and no VIE in our corporate structure.Since our only connection to the PRC is a physical location in Hong Kong,we have not relied on an opinion of counsel to reachthis conclusion,relying instead on our internal analysis of the applicable PRC laws and regulations.If we inadvertently

245、 concludethat such approvals are not required,or applicable laws,regulations,or interpretations change and we are required to obtainapproval in the future,obtaining such approvals could significantly limit or completely hinder our ability to offer or continue tooffer securities to investors and caus

246、e the value of our securities,including the Ordinary Shares,to significantly decline or beworthless.If approval by PRC authorities were required,it could result in a material change in our operations,including our abilityto continue our current business,and accept foreign investments,and such advers

247、e actions would likely cause the value of oursecurities to significantly decline or become worthless,make us subject to penalties and sanctions imposed by PRC regulatoryagencies,and cause us to be delisted or prohibited from trading.DSL primarily holds cash in bank accounts located in Hong Kong,we h

248、ave no bank accounts or cash in PRC.There are nolimitations on our ability to transfer cash from Hong Kong to our subsidiaries or investors.5 We face risks and uncertainties relating to doing business in Hong Kong including,but not limited to,the following:The PRC government intervention into busine

249、ss activities by U.S.-listed,Chinese companies may indicate an expansion ofthe PRCs authority that could negatively impact our existing and future operations in Hong Kong and PRC.Foradditional detail on this risk,see“Risk Factors Risks Related to Doing Business in Hong Kong The PRC governmentinterve

250、ntion into business activities by U.S.-listed Chinese companies may indicate an expansion of the PRCs authoritythat could negatively impact our existing and future operations in Hong Kong and PRC”starting on page 16 of thisprospectus.Our business,financial condition and results of operations,and/or

251、the value of our Ordinary Shares or our ability to offeror continue to offer securities to investors may be materially and adversely affected if certain laws and regulations of thePRC become applicable to our company.The laws and regulations in the PRC and Hong Kong are evolving,and their enactment

252、timetable,interpretation andimplementation involve significant uncertainties.To the extent any PRC laws and regulations(or the equivalent HongKong version)become applicable to us,we may be subject to the risks and uncertainties associated with the evolving lawsand regulations in the PRC,their interp

253、retation and implementation,and the legal and regulatory system in the PRC moregenerally,including with respect to the enforcement of laws and the possibility of changes of rules and regulations inHong Kong.For additional detail on this risk,see“Risk Factors Interpretation of PRC laws and the implem

254、entation ofNational Security Law in Hong Kong involve uncertainty.”starting on page 19 of this prospectus.We expect that to the extent certain laws and regulations of the PRC become applicable to us,we may relocate ourprincipal executive offices,employees,and operations out of Hong Kong.We may also

255、be forced to dissolve our HongKong subsidiary and incorporate one or more new entities outside of Hong Kong.While we believe we may be able torelocate and reorganize,as an early-stage enterprise with limited revenue and that is not currently profitable,the costs andexpenses related to relocating our

256、 offices,employees,and operations,as well as the legal and professional fees associatedwith reorganizing certain legal entities,would likely have a material impact on our business,financial condition andresults of operations.There can be no guarantee that Diginex Limiteds business lines,individually

257、 or together with ourother business lines will be able to produce sufficient cash flows to fund the capital requirements and expendituresnecessary to run the business and relocate.For additional detail on these risks,see“Risk Factors Risks Related to Doing Business in Hong Kong Our business,financia

258、l condition and results of operations,and/or the value of our Ordinary Shares or our ability to offer or continue tooffer securities to investors may be materially and adversely affected if certain laws and regulations of the PRC becomeapplicable to a company.In that case,we may be subject to the ri

259、sks and uncertainties associated with the evolving lawsand regulations in the PRC,their interpretation and implementation,and the legal and regulatory system in the PRC moregenerally,including with respect to the enforcement of laws and the possibility of changes of rules and regulations,and beforce

260、d to relocate our operations outside of Hong Kong”starting on page 16 of this prospectus.Legislative actions by the PRC and the Hong Kong legislature have introduced risks and uncertainties concerning theHong Kong legal system and the enforcement of the PRCs laws in Hong Kong2.For additional detail

261、on this risk,see“Risk Factors Risks Related to Doing Business in Hong Kong The Hong Kong legal system embodies uncertaintieswhich could limit the availability of legal protections”and“There are political risks associated with conducting businessin Hong Kong”starting on page 18 of this prospectus.Rul

262、es and regulations in PRC,including some which may become applicable to Hong Kong,can change quickly withlittle advance notice,which could limit the legal protections available to the Company and its investors.For additionaldetail on this risk,see“Risk Factors Risks Related to Doing Business in Hong

263、 Kong The Hong Kong legal systemembodies uncertainties which could limit the availability of legal protections”starting on page 18 of this prospectus.6 The PRC government may intervene or influence our operations in Hong Kong at any time or may exert more control overofferings conducted overseas and

264、/or foreign investment in us.For additional detail on this risk,see“Risk Factors RisksRelated to Doing Business in Hong Kong The Hong Kong government may face further restrictive measures from PRCgovernment in the future”starting on page 19 of this prospectus.The interpretation of PRC laws and the i

265、mplementation of the National Security Law in Hong Kong involve uncertainty.For additional detail on this risk,see“Risk Factors Risks Related to Doing Business in Hong Kong Interpretation ofPRC laws and the implementation of National Security Law in Hong Kong involve uncertainty”starting on page 19

266、of thisprospectus.The Hong Kong authorities have announced their plan to enact further national security related legislation in2024.The contents of these new laws are still unknown but they may have a further impact on foreign organizations andtheir operations in Hong Kong.Our Ordinary Shares may be

267、 delisted or prohibited from being traded under the Holding Foreign Companies AccountableAct(“HFCAA”)if the PCAOB were unable to fully inspect our auditor.The delisting or the cessation of trading of ourOrdinary Shares,or the threat of them being delisted or prohibited from being traded“over-the-cou

268、nter,”may materiallyand adversely affect the value and/or liquidity of your investment.Additionally,if the PCAOB were unable to conduct fullinspections of our auditor,it would deprive our investors of the benefits of such inspections.Our independent registeredpublic accounting firm for the financial

269、 statements included in this prospectus,UHY LLP,is also not subject to thedeterminations announced by the PCAOB on December 16,2021.UHY LLP are headquartered in Farmington Hills,Michigan.UHY LLP are not headquartered in the PRC or Hong Kong.The PCAOB currently has access to inspect theworking papers

270、 of UHY LLP.As a result,we do not believe the HFCAA and related regulations will affect our company.If,however,our independent registered public accounting firm,or its affiliates,were denied,even temporarily,the abilityto practice before the SEC and PCAOB,and it were determined that our financial st

271、atements or audit reports are not incompliance with the requirements of the U.S.Exchange Act,we could be at risk of delisting or become subject to otherpenalties that would adversely affect our ability to remain listed on the Nasdaq.For additional detail on this risk,see“RiskFactors Risks Related to

272、 Doing Business in Hong Kong Our Ordinary Shares may be delisted or prohibited from beingtraded under the Holding Foreign Companies Accountable Act if the PCAOB were unable to fully inspect our auditor.Thedelisting or the cessation of trading of our Ordinary Shares,or the threat of them being delist

273、ed or prohibited from beingtraded,may materially and adversely affect the value and/or liquidity of your investment.Additionally,if the PCAOB wereunable to conduct full inspections of our auditor,it would deprive our investors with the benefits of such inspections”starting on page 19 of this prospec

274、tus.Risks Related to Our Ordinary Shares and This Offering We face risks and uncertainties related to our Ordinary Shares and this Offering,including,but not limited to:Our controlling shareholders have a substantial influence over our company and his interests may not be aligned with theinterests o

275、f our other shareholders;The future sales of Ordinary Shares by existing shareholders,including the sales pursuant to the Resale Prospectus,mayadversely affect the market price of our Ordinary Shares;Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance stan

276、dards applicable toU.S.issuers,you will have less protection than you would have if we were a domestic issuer;Although as a foreign private issuer we are exempt from certain corporate governance standards applicable to U.S.issuers,if we cannot satisfy,or continue to satisfy,the initial listing requi

277、rements and other rules of Nasdaq,our securities may bedelisted,which could negatively impact the price of our securities and your ability to sell them;If we cease to qualify as a foreign private issuer,we would be required to comply fully with the reporting requirements ofthe Exchange Act applicabl

278、e to U.S.domestic issuers,and we would incur significant additional legal,accounting andother expenses that we would not incur as a foreign private issuer;We are an“emerging growth company”within the meaning of the Securities Act,and if we take advantage of certainexemptions from disclosure requirem

279、ents available to emerging growth companies,this could make it more difficult tocompare our performance with other public companies;We will incur increased costs as a result of being a public company,particularly after we cease to qualify as an“emerginggrowth company”;You may be unable to present pr

280、oposals before annual general meetings or extraordinary general meetings not called byshareholders;Our Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sellyour shares to raise money or otherwise desire to liquidate your shares;You wil

281、l experience immediate and substantial dilution in the net tangible book value of Ordinary Shares purchased;We do not intend to pay dividends for the foreseeable future;Volatility in our Ordinary Shares price may subject us to securities litigation.;and We have broad discretion in the use of the net

282、 proceeds from this Offering and may not use them effectively.If any or all of the foregoing were to occur,this could result in a material change in our Companys operations and/or the value ofour Ordinary Shares and/or significantly limit or completely hinder our ability to offer or continue to offe

283、r securities to investorsand cause the value of such securities to significantly decline or be worthless.For additional detail on these and other risks,see“Risk Factors Risks Related to Doing Business in Hong Kong”starting on page16 of this prospectus.Additional Information Our principal executive o

284、ffices are located at Smart-Space Fintech 2,Room 3,Unit 401-404,Core C,Cyberport,Telegraph Bay,Hong Kong.Our telephone number is+852 3618 5881.Diginex Limiteds website is located at https:/.Theinformation contained on,or that may be accessed through,our website is not part of,and is not incorporated

285、 into,this prospectusor the registration statement of which it forms a part.7 The Offering(1)Issuer Diginex Limited Ordinary Shares offered by us 2,250,000 Ordinary Shares.Ordinary Shares outstanding beforethis Offering 20,942,950 Ordinary Shares.Ordinary Shares outstanding after thisOffering(2)23,1

286、92,950 Ordinary Shares.Price per Ordinary Share We currently estimate that the initial public offering price will be between$4.00 and$6.00per Ordinary Share.Over-allotment We have granted to the underwriter an option,exercise for 45 days after the closing of thisOffering,to purchase up to 337,500 ad

287、ditional Ordinary Shares Use of proceeds We intend to use the net proceeds from this Offering for working capital and generalcorporate purposes.See“Use of Proceeds”for additional information.Lock-up All of our directors,officers and shareholders,except for the Selling Shareholders andRhino Ventures

288、Limited for up to 600,000 Ordinary Shares to be received from RhinoVentures Limiteds conversion of a loan in an amount of up to$3 million held by DiginexLimited at closing of the IPO,as of the effectiveness of the registration statement of whichthis prospectus forms a part have agreed with the under

289、writers,not to offer,issue,sell,contract to sell,encumber,grant any option for the sale of or otherwise dispose of any ofour securities for a period of twelve months from the date of the closing of this Offering.We have also agreed,for a period of three(3)months from the closing of this Offering,not

290、to offer,sell,or otherwise transfer of dispose of,directly or indirectly,any shares of theCompany or any securities convertible into or exercisable or exchangeable for shares ofthe Company.See“Shares Eligible for Future Sale”and“Underwriting”for moreinformation.Risk factors Investment in the Ordinar

291、y Shares involves a high degree of risk.See“Risk Factors”in this prospectus beginning on page 10 for a discussion of factors and uncertaintiesthat you should consider in evaluating an investment in our securities.Listing:We have applied to list our Ordinary Shares on the Nasdaq Capital Market under

292、thesymbol“DGNX”.Transfer Agent Continental Stock Transfer&Trust will serve as the transfer agent for our Ordinary Sharesupon our initial public offering.(1)Unless otherwise indicated,all information contained in this prospectus concerning the 23,192,950 Ordinary Shares thatwill be issued and outstan

293、ding after the consummation of this Offering assumes no exercise of any part of theunderwriters over-allotment option,the conversion of all convertible loan notes and outstanding Preferred Shares intoOrdinary Shares and includes up to 600,000 Ordinary Shares issuable to RVL based on the conversion o

294、f RVLs$3 millionloan upon the pricing of this Offering.(2)On the completion of the Offering the Company will have potentially dilutive instruments outstanding in the form ofwarrants,RVL warrants and employee share options.Details of which can be found from page 70.8 SELECTED HISTORICAL FINANCIAL INF

295、ORMATION The following tables set forth,for the periods and dates indicated,certain selected historical financial information of DiginexLimited.You should read the following selected financial data in conjunction with“Operating and Financial Review andProspects”and the audited financial statements a

296、nd respective notes included elsewhere in this prospectus.Historical results arenot necessarily indicative of the results that may be expected in the future.(USD)For the Year endedMarch 31,2024 2023 Operations Data:Revenues 1,299,538 1,625,763 Net loss (4,871,387)(9,257,598)As atMarch 31,2024 2023 C

297、ombined Statements of Financial Position Data:Cash and cash equivalents 76,620 1,183,176 Total Assets 974,417 1,588,573 Current liabilities 14,267,453 3,201,879 Non-current liabilities 9,717,088 17,870,534 Accumulated losses 29,170,801 24,299,414 Total equity(deficit)(23,010,124)(19,483,840)9 RISK F

298、ACTORS An investment in our securities involves a high degree of risk.Before you invest in our securities you should carefullyconsider those risk factors hereunder and those risk factors that may be included in any applicable prospectus supplement,together with all of the other information included

299、in this prospectus and any prospectus supplement,in evaluating an investmentin our securities.Our business,prospects,financial condition,or operating results could be harmed by any of these risks,as wellas other risks not currently known to us or that we currently consider immaterial.The trading pri

300、ce of our securities could declinedue to any of these risks,and,as a result,you may lose all or part of your investment.Before deciding whether to invest in oursecurities,you should also refer to the other information contained in this prospectus,including the section entitled“CautionaryNote Regardi

301、ng Forward-Looking Statements.”Risks Related to Our Business and Industry Diginex Limited and its subsidiaries have a limited operating history and have incurred operating losses since its inception as ithas been investing in the build out of its business lines.There can be no assurance that Diginex

302、 Limited and its subsidiaries willbe profitable.Diginex Limited,DSL and its subsidiaries have a limited operating history on which an investor might evaluate itsperformance.It is therefore subject to many of the risks common to early-stage enterprises,including under-capitalization,cashshortages,lim

303、itations with respect to personnel and financing sources and lack of revenues,any of which could have a materialadverse effect on DSL and may force it to reduce or curtail its operations.DSL,prior to the Restructuring,is not currentlyprofitable and has incurred operating losses of$8.1 million and$7.

304、3 million for the years ended March 31,2024 and 2023respectively.There is no assurance that Diginex Limited will achieve a return on shareholders investments and the likelihood ofsuccess must be considered in light of the early stage of its operations.Even if Diginex Limited accomplishes its objecti

305、ves,it maynot generate positive cash flows or profits.Furthermore,Diginex Limiteds business lines and are not assured to be profitable.During the years ended March 31,2024 and 2023,the DSL business generated revenue of$1.3 million and$1.6 million respectively.Diginex Limited may fail todevelop its b

306、usiness lines or produce a return for its investors.It is possible that some of Diginex Limiteds business lines may bedifficult to grow and it may become evident that a particular business line is not a productive use of capital or time.This couldresult in Diginex Limited modifying its business and

307、focus away from such business lines.From time to time,Diginex Limited has and may continue to launch new business lines,offer new products and serviceswithin existing business lines or undertake other strategic projects There are substantial risks and uncertainties associated withthese efforts and D

308、iginex Limited could invest significant capital and resources into such efforts.Initial timetables for thedevelopment and introduction of new business lines or new products or services and price and profitability targets may not be met.New products or services may need to be initially launched on a

309、limited basis prior to their full launch.In addition,DiginexLimiteds revenues and costs may fluctuate because new business lines,products and services generally require startup costs whilerevenues take time to develop,which may adversely impact Diginex Limiteds results of operations.If Diginex Limit

310、ed is unable to successfully build its business while controlling expenses,its ability to continue inbusiness could depend on the ability to raise sufficient additional capital,obtain sufficient financing and monetize assets.There canbe no guarantee that Diginex Limited will be able to raise funding

311、 in sufficient quantity or at acceptable terms to fund thecontinued development of its business lines.The occurrence of any of the foregoing risks would have a material adverse effect on Diginex Limiteds business,financial condition and results of operations.Our revenue is dependent on the continued

312、 importance of ESG to businesses and governments.If adoption ofrequirements to report on ESG does not grow as expected our business,operating results,and financial condition could beadversely affected.Our revenue is partially subscription based and revenue is determined by attracting new clients and

313、 by renewal ofsubscriptions.The supporting services such as Advisory are generally contingent on the client subscription levels for diginexESGand diginexLUMEN.As such,if these lines of business do not grow as expected,our business,operating results and financialcondition could be adversely affected.

314、10 There is a doubt about Diginex Limited ability to continue as a going concern.Diginex Limiteds audited combined financial statements for the years ended March 31 2024 and 2023,were preparedassuming that Diginex Limited will continue as a going concern.Diginex Limited and its subsidiaries has suff

315、ered recurringoperating losses since incorporation and these conditions raise doubt on Diginex Limited ability to continue as a going concern.The report of our independent registered public accounting firm on our financial statements for the years ended March 31,2024and 2023 included a paragraph on

316、the emphasis of matter regarding going concern in order to draw prospective investors attentionto the relevant note.As discussed in Note 2 of the combined financial statements for the years ended March 31,2024 and 2023,DiginexLimiteds ability to continue as a going concern will be dependent upon man

317、agements plans and execution,which includes raisingadditional capital either through the proposed public offering or raising funds through alternative sources and reducing cashoutflows by reducing costs.The founder has provided assurances that Rhino Ventures Limited,a company controlled by thefounde

318、r,will continue to support Diginex Limited via the shareholder loans for the earlier of the next 12 months from the issuancedate of the audited combined financial statements for the years ended March 31,2024 and 2023 or the Form F-1 being declaredeffective.If Diginex Limited are unable to close this

319、 Offering,fail to raise capital from alternative sources,fail to receiving fundingfrom Rhino Ventures Limited,or fail reduce cash outflows via reducing costs,then Diginex Limited may not have the ability tocontinue as a going concern.Cyberattacks and security breaches of our platform,or those impact

320、ing our customers or third parties,could adversely impactour brand and reputation and our business,operating results,and financial condition.Our business involves the collection,storage,processing,and transmission of confidential information,customer,employee,service provider,and other personal data

321、.We have built our reputation on the premise that our platform offers customersa secure way to collect,hold and assess data to generate relevant ESG reporting,supply chain reports and impacts on climate,amongst others.As a result,any actual or perceived security breach of us or our third-party partn

322、ers may,among others:harm our reputation and brand;result in our systems or services being unavailable and interrupt our operations;result in improper disclosure of data and violations of applicable privacy and other laws;result in significant regulatory scrutiny,investigations,fines,penalties,and o

323、ther legal,regulatory,and financial exposure;cause us to incur significant remediation costs;reduce customer confidence in,or decreased use of,our products and services;divert the attention of management from the operation of our business;result in significant compensation or contractual penalties f

324、rom us to our customers or third parties as a result of losses tothem or claims by them;and adversely affect our business and operating results.An increasing number of organizations,including large merchants,businesses,technology companies,and financialinstitutions,as well as government institutions

325、,have disclosed breaches of their information security systems,some of which haveinvolved sophisticated and highly targeted attacks,including on their websites,mobile applications,and infrastructure.Attacks upon systems across a variety of industries are increasing in their frequency,persistence,and

326、 sophistication,and,in many cases,are being conducted by sophisticated,well-funded,and organized groups and individuals,including state actors.Thetechniques used to obtain unauthorized,improper,or illegal access to systems and information,disable or degrade services,orsabotage systems are constantly

327、 evolving,may be difficult to detect quickly,and often are not recognized or detected until afterthey have been launched against a target.These attacks may occur on our systems or those of our third-party service providers orpartners.Certain types of cyberattacks could harm us even if our systems ar

328、e left undisturbed.For example,attacks may bedesigned to deceive employees and service providers into releasing control of our systems to a hacker,while others may aim tointroduce computer viruses or malware into our systems with a view to stealing confidential or proprietary data.Additionally,certa

329、in threats are designed to remain dormant or undetectable until launched against a target and we may not be able to implementadequate preventative measures.Although we have developed systems and processes designed to protect the data we manage,prevent data loss and othersecurity breaches,effectively

330、 respond to known and potential risks,and expect to continue to expend significant resources tobolster these protections,there can be no assurance that these security measures will provide absolute security or prevent breachesor attacks.We have experienced from time to time,and may experience in the

331、 future,breaches of our security measures due tohuman error,malfeasance,insider threats,system errors or vulnerabilities,or other irregularities.Unauthorized parties haveattempted,and we expect that they will continue to attempt,to gain access to our systems and facilities,as well as those of ourcus

332、tomers,partners,and third-party service providers,through various means,including hacking,social engineering,phishing,andattempting to fraudulently induce individuals(including employees,service providers,and our customers)into disclosingusernames,passwords,payment card information,or other sensitiv

333、e information,which may in turn be used to access ourinformation technology systems.Threats can come from a variety of sources,including criminal hackers,hacktivists,state-sponsored intrusions,industrial espionage,and insiders.Certain threat actors may be supported by significant financial andtechnological resources,making them even more sophisticated and difficult to detect.As a result,our costs