Diginex (DGNX) Schedule 13D/A: Rhino/Pelham Control ~69% Stake

Q: How many DGNX shares does Rhino Ventures Limited beneficially own?

Rhino Ventures Limited beneficially owns 34,014,566 ordinary shares , representing 68.9% based on the filing's outstanding share count.

Q: What total percentage of Diginex does Miles Pelham beneficially own?

Miles Pelham beneficially owns 34,612,346 ordinary shares , or 69.7% of the class when includable warrants and options are counted.

Q: What happened to the warrants on August 22, 2025?

On August 22, 2025, three warrants (each for 2,250,000 shares with exercise prices of $8.20, $10.25, and $12.30 ) reverted to Rhino Ventures Limited when the related warrant purchase agreement was rescinded.

Q: Do the reporting persons plan to change Diginex's management or pursue major transactions?

The filing states the reporting persons have no current plans to pursue acquisitions, mergers, management changes, asset sales, or similar material corporate actions.

[SCHEDULE 13D/A] Diginex Limited SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Diginex Limited Schedule 13D Amendment No. 3 reports that Rhino Ventures Limited and its sole shareholder Miles Pelham control a dominant stake in Diginex. Rhino beneficially holds 34,014,566 ordinary shares, representing 68.9% of the class based on 49,368,082 shares outstanding, which includes 24,124,319 shares underlying warrants exercisable within 60 days. Mr. Pelham beneficially owns 34,612,346 shares, or 69.7%, including his direct shares, vested options and Rhino's holdings. On August 22, 2025, certain warrants previously subject to a warrant purchase agreement reverted to Rhino (three warrants of 2,250,000 shares each with exercise prices of $8.20, $10.25 and $12.30). Rhino previously exercised a warrant on July 22, 2025 to acquire 2,250,000 shares at $5.13 per share. The reporting persons state the securities were acquired for investment purposes and assert no present plans for material corporate transactions or governance changes, while Mr. Pelham serves as Chairman.

Positive

Clear disclosure of ownership: Reporting persons fully disclose direct shares, warrants, and options, totaling a near-70% beneficial stake.
Returned warrants documented: The amendment specifies the reinstatement of three 2.25M-share warrants to Rhino, clarifying exercisable instruments.
No announced hostile actions: Reporting persons state the securities were acquired for investment purposes and list no plans for major corporate changes.

Negative

Highly concentrated ownership: Combined beneficial ownership near 69% centralizes control and reduces public float liquidity.
Potential governance risk: Mr. Pelham is Chairman and sole shareholder of Rhino, creating single-point control over voting and disposition of a majority stake.

Insights

TL;DR: A controlling stake near 70% consolidates voting power and could materially influence Diginex's strategic direction.

The filing documents that Rhino Ventures Limited and its sole shareholder, Miles Pelham, together control approximately 68.9% to 69.7% of Diginex's ordinary shares when includable warrants and options exercisable within 60 days are counted. Such concentrated ownership is material for investors because it effectively centralizes corporate control and voting outcomes. The return of three warrants to Rhino on August 22, 2025 increases exercisable upside at high strike prices, while a prior exercise on July 22, 2025 diluted public float by adding 2.25 million shares issued to Rhino at $5.13 each. The reporting persons disclaim plans for corporate actions, but the ownership profile itself is a significant governance factor that market participants should note.

TL;DR: Ownership concentration and chairmanship present governance control; disclosures show no announced takeover plans.

Rhino Ventures holds the majority of voting and dispositive power through direct shares and exercisable warrants, and Mr. Pelham is Chairman and sole shareholder of Rhino. The Schedule 13D/A clearly discloses current ownership, warrant details, and a joint filing agreement, which is appropriate for transparency. The explicit statement that there are no plans for board changes or extraordinary transactions is relevant but does not change the practical control afforded by near-70% beneficial ownership. This position gives Mr. Pelham potential to influence strategic decisions and governance outcomes.

08/29/2025 - 05:19 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Diginex Ltd

(Name of Issuer)

Ordinary Shares, par value US$0.00005

(Title of Class of Securities)

G28687104

(CUSIP Number)

James A. Prestiano
c/o Loeb & Loeb, 345 Park Avenue
New York, NY, 10154
212-407-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/22/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

G28687104

Name of reporting person

Rhino Ventures Limited

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 34,014,566.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 34,014,566.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

34,014,566.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Percent of class represented by amount in Row (11)

68.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

* Percentage for Rhino Ventures Limited is based on 49,368,082 ordinary shares outstanding as of August 28, 2025, including the 24,124,319 ordinary shares underlying the warrants held by Rhino Ventures Limited, which are exercisable within the next 60 days.

SCHEDULE 13D

CUSIP No.

G28687104

Name of reporting person

Miles Pelham

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 34,612,346.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 34,612,346.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

34,612,346.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Percent of class represented by amount in Row (11)

69.7 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

** Percentage for Miles Pelham is based on 49,671,482 ordinary shares outstanding as of August 28, 2025, including the 24,124,319 ordinary shares underlying the warrants held by Rhino Ventures Limited and 303,400 ordinary shares underlying the stock options held by Miles Pelham, which are exercisable within the next 60 days.

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Ordinary Shares, par value US$0.00005

(b)

Name of Issuer:

Diginex Ltd

(c)

Address of Issuer's Principal Executive Offices:

25 Wilton Road, Victoria, London, Greater London, SW1V 1LW, UNITED KINGDOM , 0000000.

Item 1 Comment:

This Amendment No. 3 relates to the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on behalf of Rhino Ventures Limited, a British Virgin Islands company ("Rhino"), is wholly-owned and managed by Miles Pelham ("Mr. Pelham"), who has voting and dispositive control over the Ordinary Shares held by Rhino (the "Schedule 13D"), relating to the Ordinary Shares, $0.00005 par value per share (the "Ordinary Shares") of Diginex Limited, a Cayman Islands exempted company ("Diginex" or the "Issuer"), filed with the Commission on January 30, 2025, as amended on March 27, 2025 (the "Schedule 13D"). The information set forth in the Schedule 13D is amended by this Amendment No. 3 only as specifically stated. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

Item 3.

Source and Amount of Funds or Other Consideration

On August 22, 2025, Rhino Ventures Limited and Nomas Global Investments LLC S.P.C agreed pursuant to the written warrant purchase agreement, as amended, that the parties would rescind and terminate the warrant purchase agreement effective August 22, 2025, and that the following warrants reverted back to Rhino Ventures Limited: (a) a warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of US$8.20 per share, which is equivalent to 100% premium to the initial public offering price per share and such warrants can be exercised within 15 months from January 23, 2025, (b) a warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of US$10.25 per share, which is equivalent to 150% premium to the initial public offering price per share and such warrants can be exercised within 18 months from January 23, 2025, and (c) a warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of US$12.30 per share, which is equivalent to 200% premium to the initial public offering price per share and such warrants can be exercised within 24 months from January 23, 2025 (collectively the "Returned Warrants"). Following, Rhino Ventures Limited's receipt of the Returned Warrants the warrant purchase agreement is null and void and of no further force and effect.

Item 4.

Purpose of Transaction

The Reporting Persons acquired the securities of the Company for investment purposes. Other than as discussed herein, the Reporting Persons do not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation , involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or (j) any similar action to those enumerated above. The Reporting Persons may acquire additional securities of the Company, or retain, or sell all or a portion of the securities then held in open market or in privately negotiated transactions. Mr. Pelham is the Chairman of the Company, and, in such capacity, may have influence over the corporate activities of the Company, including activities which may relate to the matters described in this Item 4.

Item 5.

Interest in Securities of the Issuer

(a)

Rhino Ventures Limited beneficially owns (i) 9,890,247 Ordinary Shares and (ii) 24,124,319 Ordinary Shares underlying warrants, which are exercisable within the next sixty (60) days, which amounts to 34,014,566 Ordinary Shares or 68.9% of the total outstanding Ordinary Shares. Rhino Ventures Limited owns the following warrants. (i) Rhino Ventures Limited owns warrants that were issued by the Company on July 15, 2024, are exercisable at a price of US$6.13 per warrant and are exercisable until May 27, 2027. These warrants, if fully exercised, will result in the issuance of shares equal to 51% of the Company's outstanding Ordinary Shares at the time the warrants are exercised. This amount will be prorated in the event of partial exercise of the warrants. For the purpose of this Schedule 13D we have assumed these warrants are exercisable for 12,874,319 Ordinary Shares which is 51% of the 25,243,763 Ordinary Shares the Company had issued outstanding as of January 27, 2025. This warrant is attached to this Scheduled 13D as Exhibit 99.2. (ii) On January 23, 2025 Company issued Rhino Ventures Limited the following warrants in connection with the closing of the Company's initial public offering: a. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $6.15 per share, which is equivalent to 50% premium to the initial public offering price per share. The warrants can be exercised within 9 months from January 23, 2025, b. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $7.18 per share, which is equivalent to 75% premium to the initial public offering price per share. The warrants can be exercised within 12 months from January 23, 2025, c. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $8.20 per share, which is equivalent to 100% premium to the initial public offering price per share. The warrants can be exercised within 15 months from January 23, 2025, d. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $10.25 per share, which is equivalent to 150% premium to the initial public offering price per share. The warrants can be exercised within 18 months from January 23, 2025, and e. A warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of $12.30 per share, which is equivalent to 200% premium to the initial public offering price per share. The warrants can be exercised within 24 months from January 23, 2025. Mr. Pelham beneficially owns (i) 294,380 Ordinary Shares in his own name, (ii) 303,400 Ordinary Shares underlying vested but unexercised stock options, which are exercisable within the next sixty (60) days and (iii) 34,014,566 Ordinary Shares beneficially held by Rhino Ventures Limited, which amounts to 34,612,346 Ordinary Shares or 69.7% of the total outstanding Ordinary Shares.. Mr. Pelham individually and through his position as director of Rhino Ventures Limited, may be deemed holds the power to vote or direct the vote and dispose of or direct the disposition of the Ordinary Shares beneficially held by the Reporting Persons.

(b)

(c)

Neither Reporting Person has effected any transactions of Ordinary Shares of the Company in the past sixty (60) days, except that on July 22, 2025, Rhino Ventures Limited did exercise warrants to acquire 2,250,000 by paying the Company the exercise price of $5.13 per share or an aggregate amount of $11,542,500 to acquire the 2,250,000 Ordinary Shares.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by the Reporting Persons.

(e)

N/A

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Mr. Pelham is the sole shareholder of Rhino Ventures Limited, which is an investment holding company and the Chairman and a shareholder of Diginex Limited. A Joint Filing Agreement is attached hereto as Exhibit 99.1.

Item 7.

Material to be Filed as Exhibits.

Exhibit No. Description 99.1 Joint Filing Agreement by and among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Rhino Ventures Limited

Signature:	/s/ Miles Pelham
Name/Title:	Miles Pelham/Director
Date:	08/28/2025

Miles Pelham

Signature:	/s/ Miles Pelham
Name/Title:	Miles Pelham/Director
Date:	08/29/2025

Source:

FAQ

How many DGNX shares does Rhino Ventures Limited beneficially own?

Rhino Ventures Limited beneficially owns 34,014,566 ordinary shares, representing 68.9% based on the filing's outstanding share count.

What total percentage of Diginex does Miles Pelham beneficially own?

Miles Pelham beneficially owns 34,612,346 ordinary shares, or 69.7% of the class when includable warrants and options are counted.

What happened to the warrants on August 22, 2025?

On August 22, 2025, three warrants (each for 2,250,000 shares with exercise prices of $8.20, $10.25, and $12.30) reverted to Rhino Ventures Limited when the related warrant purchase agreement was rescinded.

Did Rhino exercise any warrants recently?

Yes. On July 22, 2025, Rhino Ventures Limited exercised a warrant to acquire 2,250,000 shares by paying the $5.13 per-share exercise price, totaling $11,542,500.

Do the reporting persons plan to change Diginex's management or pursue major transactions?

The filing states the reporting persons have no current plans to pursue acquisitions, mergers, management changes, asset sales, or similar material corporate actions.

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[SCHEDULE 13D/A] Diginex Limited SEC Filing

Insights

FAQ

How many DGNX shares does Rhino Ventures Limited beneficially own?

What total percentage of Diginex does Miles Pelham beneficially own?

What happened to the warrants on August 22, 2025?

Did Rhino exercise any warrants recently?

Do the reporting persons plan to change Diginex's management or pursue major transactions?

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[SCHEDULE 13D/A] Diginex Limited SEC Filing

Insights

Financial Analyst positive

Corporate Governance Expert positive

FAQ

How many DGNX shares does Rhino Ventures Limited beneficially own?

What total percentage of Diginex does Miles Pelham beneficially own?

What happened to the warrants on August 22, 2025?

Did Rhino exercise any warrants recently?

Do the reporting persons plan to change Diginex's management or pursue major transactions?

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