SCHEDULE: Diginex Ltd: Major Acquisition & Share Restructuring

Diginex Ltd announces a significant acquisition of Resulticks Global Companies Pte. Limited for $1.05 billion in equity and a restructuring of major warrants and equity units.

Summary

• Rhino Ventures Limited and Miles Pelham (Reporting Persons) have filed an amendment to their Schedule 13D regarding Diginex Ltd.
• The filing details an Amended and Restated Sale and Purchase Agreement (A&R SPA) for Diginex to acquire Resulticks Global Companies Pte. Limited for $1.05 billion.
• The acquisition will be paid for entirely in equity, with 600,000,000 Diginex Ordinary Shares issued to Resulticks' sellers at $1.75 per share.
• The transaction is expected to close by October 30, 2026, subject to certain conditions.
• In connection with the acquisition, the Reporting Persons will terminate and cancel significant warrants (51% Warrant, Outstanding IPO Warrants) and equity units (RSUs, PSUs).
• In exchange for this cancellation, Rhino Ventures Limited will be issued 40 million Ordinary Shares at the closing of the transaction, subject to forfeiture.
• As of August 10, 2026, the Issuer had 50,130,130 Ordinary Shares issued and outstanding.
• A one-for-eight share consolidation was effected on April 28, 2026, and share numbers have been adjusted accordingly.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, primarily due to the significant acquisition and the strategic restructuring of warrants and equity, which aims to streamline ownership and facilitate growth, though the success is contingent on closing the transaction.

Positives

• Significant acquisition of Resulticks Global Companies Pte. Limited for $1.05 billion, expanding Diginex's business.
• The acquisition is structured as an all-equity deal, preserving cash for Diginex.
• Restructuring of major warrants and equity units by key stakeholders (Rhino Ventures, Miles Pelham) simplifies the capital structure.
• Rhino Ventures Limited will receive 40 million Ordinary Shares in exchange for canceling substantial warrants and equity units, aligning their interests with the company's future.
• The share consolidation may improve the per-share trading price and market perception.

Negatives

• The acquisition is subject to closing conditions, with no assurance it will be completed.
• The 40 million Ordinary Shares to be issued to Rhino Ventures are subject to forfeiture.
• The sale of 6,908,540 Ordinary Shares by Rhino Cayman and 294,380 Ordinary Shares by Mr. Pelham on August 17, 2026, at $1.00 per share, could indicate a lower valuation perception or need for liquidity.
• The significant number of shares underlying warrants (32,316,366) represents potential future dilution.

Risks

• The acquisition of Resulticks is subject to various closing conditions, and there is no guarantee it will be completed.
• The 40 million Ordinary Shares to be issued to Rhino Ventures are subject to forfeiture.
• The substantial number of outstanding warrants held by Rhino Cayman (including the 51% Warrant and IPO Warrants) represents potential future dilution if not canceled or exercised.
• The share consolidation could impact the perception of share price and liquidity.

Future Outlook

The primary forward-looking aspect is the expected closing of the Resulticks acquisition by October 30, 2026, which is subject to various conditions. The issuance of 600,000,000 new shares for the acquisition and 40,000,000 shares to Rhino Ventures will significantly alter the company's capitalization.

Management Comments

• Mr. Pelham has voting and dispositive control over securities held by Rhino Cayman.
• Mr. Pelham is the Chairman and a shareholder of the Issuer.
• The Reporting Persons may acquire additional securities, or retain, or sell all or a portion of the securities then held in open market or in privately negotiated transactions.
• Mr. Pelham, in his capacity as Chairman, may have influence over the corporate activities of the Issuer.

Industry Context

StockSavvy.ai notes that the acquisition of Resulticks, a customer engagement and data platform, by Diginex, a digital assets ecosystem, suggests a strategic move to integrate marketing technology with digital asset services, potentially targeting a broader customer base or enhancing existing offerings in the evolving digital economy.

Comparison to Industry Standards

• The all-equity acquisition of Resulticks for $1.05 billion is a substantial transaction for a company of Diginex's apparent size, indicating aggressive growth ambitions.
• The share price of $1.75 per share for the acquisition equity is a key valuation metric. Comparison to recent M&A deals in the MarTech and digital asset sectors would be necessary for a full assessment.
• The cancellation of significant warrants and RSUs/PSUs by a major shareholder (Miles Pelham/Rhino Ventures) in exchange for new shares is a common strategy to simplify cap tables and align incentives during major transactions, though the scale here is notable.

Related Party Transactions

• The acquisition of Resulticks involves the issuance of 600,000,000 Ordinary Shares to Resulticks' sellers.
• Rhino Ventures Limited and Miles Pelham are canceling significant warrants and equity units in exchange for 40 million Ordinary Shares.
• Miles Pelham is the Chairman and a shareholder of Diginex, and the sole shareholder and director of Rhino Ventures Limited.

Stakeholder Impact

• Shareholders will experience significant dilution from the issuance of 600,000,000 shares for the acquisition and potentially 40,000,000 shares to Rhino Cayman.
• Existing shareholders' percentage ownership will decrease substantially due to the new share issuances.
• The acquisition of Resulticks could enhance the company's market position and future revenue streams, potentially benefiting long-term shareholders.
• Creditors are not directly impacted by the all-equity nature of the acquisition, but the company's overall financial health post-acquisition will be a factor.

Next Steps

• Closing of the acquisition of Resulticks Global Companies Pte. Limited, expected on or before October 30, 2026.
• Issuance of 600,000,000 Ordinary Shares to Resulticks sellers.
• Allotment of 40 million Ordinary Shares to Rhino Cayman upon closing.
• Potential future acquisition or sale of Diginex securities by the Reporting Persons.

Key Dates

Recommendation

The filing details a significant acquisition and restructuring, which introduces both potential growth and considerable dilution. The success of the acquisition is not guaranteed, and the terms of the equity issuance and share cancellation are complex. A 'hold' recommendation is appropriate pending further clarity on the closing of the acquisition and the post-transaction performance and valuation.

Keywords

Acquisition, Resulticks, Diginex, Share Consolidation, Warrants, Equity, Rhino Ventures, Miles Pelham