Diginex Ltd美股招股说明书(2025-01-23版)

DIGINEX LIMITED 2,992,180 Ordinary Shares RESALE PROSPECTUS This Resale Prospectus relates to the resale of 2,992,180 Ordinary Shares in aggregate by the SellingShareholder named in this prospectus. We will not receive any of the proceeds from the sale of Ordinary Shares bythe Selling Shareholders named in this prospectus. Any shares sold by the Selling Shareholders covered by this prospectus will only occur after the trading ofour Ordinary Shares on the Nasdaq Capital Market, and begins at prevailing market prices or in privately negotiatedprices. No sales of the shares covered by this prospectus shall occur until after completion of our initial publicoffering. The distribution of securities offered hereby may be effected in one or more transactions that may takeplace in ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers forresale of such securities as principals. The Selling Shareholders will sell their shares at prevailing market prices or inprivately negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may bepaid by the Selling Shareholders. The Ordinary Shares registered for resale as part of this Resale Prospectus, once registered, will constitute aconsiderable percentage of our public float. The sales of a substantial number of registered shares could result in asignificant decline in the public trading price of our Ordinary Shares and could impair our ability to raise capitalthrough the sale or issuance of additional Ordinary Shares. We are unable to predict the effect that such sales mayhave on the prevailing market price of our Ordinary Shares. Despite such a decline in the public trading price,certain Selling Shareholders may still experience a positive rate of return on the Ordinary Shares due to the lowerprice that they purchased the Ordinary Shares compared to other public investors and may be incentivized to selltheir Ordinary Shares when others are not. See “Risk Factors — The future sales of Ordinary Shares by existingshareholders, including the sales pursuant to the Resale Prospectus, may adversely affect the market price of ourOrdinary Share.” The initial public offering price per Ordinary Share is $4.10. We have received approval to list ourOrdinary Shares on the Nasdaq Capital Market under the symbol “DGNX” Immediately prior to the completion of this offering, our issued and outstanding share capital will consist ofOrdinary Shares and Preferred Shares. We will not be considered a “controlled company” under Nasdaq corporategovernance rules as we do not currently expect that more than 50% of our voting power will be held by anindividual, a group or another company immediately following the consummation of the Company’s initial publicoffering of 2,250,000 Ordinary Shares as described in the Company post-effective amendment no. 1 to itsregistration statement on Form F-1, which was declared effective on January 16, 2025 (the “Offering”). Nonetheless,following the consummation of the Offering, our directors, officers and principal shareholders will hold in aggregateapproximately 37.9% or more of our Ordinary Shares, assuming none of the Ordinary Shares held by the SellingShareholders are sold. As a result, these shareholders, if they act together, will be able to control the managementand affairs of our Company. Investing in the Ordinary Shares involves risks. See section titled “Risk Factors” of this prospectus. We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securitiesand Exchange Commission rules and will be eligible for reduced public company disclosure requirements. Seesection titled “Prospectus Summary — Implications of Being an ‘Emerging Growth Company’ and a ‘ForeignPrivate Issuer’” for additional information. Neither the Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation tothe contrary is a criminal offense. The date of this prospectus is January 21, 2025. TABLE OF CONTENTSPROSPECTUS SUMMARY1RISK FACTORS12CORPORATE HISTORY34INDUSTRY OVERVIEW36DILUTION38USE OF PROCEEDS38DIVIDEND POLICY38MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 202339MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2024 AND 202346BUSINESS64MANAGEMENT79DESCRIPTION OF SECURITIES85PRINCIPAL SECURITYHOLDERS106RELATED PARTY TRANSACTIONS107SHARES ELIGIBLE FOR FUTURE SALE108TAXATION108SELLING SHAREHOLDERS113SELLING SHAREHOLDERS PLAN OF DISTRIBUTION114LEGAL MATTERS116EXPERTS116 FREQUENTLY USED TERMS Except as otherwise indicated by the context and for purposes of this prospectus only, references in thisprospectus to: ●“Advisory” is assisting companies define and implement their E