Diginex (NASDAQ: DGNX) plans US$1.5B all‑stock acquisition of Resulticks

Rhea-AI Filing Summary

Diginex Limited agreed to acquire all of the issued and outstanding share capital of Resulticks Global Companies Pte. Limited and its subsidiaries in an all‑stock transaction valued at US$1.5 billion. The price will be paid through 1,133,333,333 newly issued ordinary shares, based on an average DGNX share price of US$1.32.

The new shares will be subject to staggered lock-up and customary transfer and registration restrictions. Closing depends on conditions such as shareholder approval of the share issuance, Nasdaq approval to list the new shares, key regulatory and third‑party consents, governance changes, and cancellation of substantially all founder warrants. Diginex also agreed that 85% of any capital injections through March 31, 2027 will fund Resulticks, up to US$200 million.

Insights

Equity capital markets and M&A analyst

Diginex plans a large all‑stock acquisition of Resulticks with added funding commitments.

Diginex Limited has signed a Sale and Purchase Agreement to buy Resulticks for US$1.5 billion, paid entirely in 1,133,333,333 new ordinary shares at an implied price of US$1.32 per share. This creates a significant equity issuance tied directly to the transaction value.

Closing is contingent on shareholder approval of the share issuance, Nasdaq approval to list the consideration shares, multiple regulatory and third‑party consents, governance changes, and cancellation of substantially all founder warrants. These conditions mean completion risk exists until all approvals and consents are obtained.

Diginex also agreed that 85% of any capital injections through March 31, 2027 will be directed to Resulticks, capped at US$200 million. This adds a defined potential funding obligation to the acquired business. Future disclosures in company filings may clarify how these capital injections are structured and their impact on the combined group.

Key Figures

Acquisition consideration: US$1.5 billion New shares issued: 1,133,333,333 shares Implied share price: US$1.32 per share +3 more

6 metrics

Acquisition consideration US$1.5 billion Aggregate consideration for Resulticks

New shares issued 1,133,333,333 shares Consideration shares to Resulticks sellers

Implied share price US$1.32 per share Average DGNX stock price used to size issuance

Resulticks funding cap US$200 million Upper limit of capital injections committed to Resulticks

Capital allocation ratio 85% Share of capital injections directed to Resulticks through March 31, 2027

Capital injection period end March 31, 2027 End date for 85% capital allocation commitment

Key Terms

Sale and Purchase Agreement, material definitive agreement, lock-up restrictions, registration rights, +2 more

6 terms

Sale and Purchase Agreement financial

"entered into a Sale and Purchase Agreement (the “Agreement”) with the several sellers"

A sale and purchase agreement is a binding written contract that sets out the exact terms under which one party sells and another buys assets or a business, much like the detailed receipt and instructions you get when buying a house. It matters to investors because it defines the price, what is included, payment timing, and any promises or protections — all of which determine future cash flows, risk, and the value of the companies involved.

material definitive agreement regulatory

"Entry into a Material Definitive Agreement On April 16, 2026, Diginex Limited"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

lock-up restrictions financial

"The Consideration Shares will be issued with staggered lock-up restrictions with portions subject"

A lock-up restriction is a temporary rule that prevents company insiders, early investors and employees from selling their shares for a set period after a public offering. It matters to investors because it limits how many shares can enter the market immediately—like a cooling-off period after a big sale—and when the restriction ends a large increase in available shares can put downward pressure on the stock price or reveal insiders’ confidence in the company.

registration rights financial

"portions subject to customary transfer restrictions, registration rights and lock-up agreement"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

indemnification provisions financial

"and indemnification provisions subject to negotiated limitations."

Nasdaq approval regulatory

"Nasdaq approval for the listing of the Consideration Shares"

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-42459

DIGINEX LIMITED

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of registrant’s name into English)

25 Wilton Road, Victoria

London

Greater London

SW1V 1LW

United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Entry into a Material Definitive Agreement

On April 16, 2026, Diginex Limited (the “Company”), entered into a Sale and Purchase Agreement (the “Agreement”) with the several sellers party thereto (collectively, the “Sellers”), pursuant to which the Company agreed to acquire all of the issued and outstanding share capital of Resulticks Global Companies Pte. Limited and its subsidiaries (“Resulticks”).

The aggregate consideration is US$1.5 billion, payable entirely in equity through the issuance of 1,133,333,333 newly issued ordinary shares of the Company (the “Consideration Shares”) to the Sellers pro rata to their respective ownership at an average DGNX stock price of US$1.32 per share. The Consideration Shares will be issued with staggered lock-up restrictions with portions subject to customary transfer restrictions, registration rights and lock-up agreement to be entered into at closing.

Closing is subject to customary conditions, including required regulatory and third-party consents, shareholder approval for the share issuance, Nasdaq approval for the listing of the Consideration Shares, implementation of agreed governance changes, cancellation of substantially all outstanding founder warrants, and the absence of material adverse effects.

Following closing, the Company has agreed that 85% of any capital injections through to March 31, 2027 will be committed to funding to Resulticks up to US$200 million.

The Agreement contains customary representations and warranties, covenants regarding the conduct of the parties’ businesses prior to closing, and indemnification provisions subject to negotiated limitations.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as an exhibit to this report.

Exhibits

Exhibit No.		Description
10.1		Sale and Purchase Agreement, dated April 16, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DIGINEX LIMITED
Date: April 21, 2026		/s/ Miles Pelham
	Name:	Miles Pelham
	Title:	Chairman

FAQ

What acquisition did Diginex Limited (DGNX) announce in this 6-K?

Diginex Limited agreed to acquire all issued and outstanding shares of Resulticks Global Companies Pte. Limited and its subsidiaries. The deal is structured as an all‑stock transaction, with consideration paid entirely in newly issued ordinary shares of Diginex to the current Resulticks sellers.

How much is Diginex (DGNX) paying for Resulticks and in what form?

Diginex is paying aggregate consideration of US$1.5 billion, entirely in equity. The company will issue 1,133,333,333 new ordinary shares, using an average DGNX stock price of US$1.32 per share to determine the share count for the Resulticks sellers.

What conditions must be met before the Diginex–Resulticks acquisition closes?

Closing requires customary conditions, including regulatory and third‑party consents, shareholder approval for issuing the new shares, Nasdaq approval to list the consideration shares, agreed governance changes, cancellation of substantially all founder warrants, and confirmation that no material adverse effects have occurred for the parties involved.

What lock-up or transfer restrictions apply to the new Diginex shares?

The 1,133,333,333 consideration shares will carry staggered lock‑up restrictions. Portions of these shares will be subject to customary transfer restrictions, registration rights, and a lock‑up agreement that the parties plan to enter into at closing, aiming to manage resale timing by the Resulticks sellers.

What funding commitment did Diginex make to Resulticks after closing?

Diginex agreed that 85% of any capital injections made through March 31, 2027 will be allocated to Resulticks, up to US$200 million. This arrangement defines how future capital raised by Diginex could be directed to support Resulticks following completion of the acquisition.

Does the Diginex–Resulticks agreement include representations, covenants, and indemnities?

Yes. The agreement includes customary representations and warranties from the parties, covenants governing how their businesses are conducted before closing, and negotiated indemnification provisions. These elements are standard in such transactions and are subject to agreed limitations between Diginex and the Resulticks sellers.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 1.6 MB