SecProbe.io

United States securities and exchange commission logo
March 11, 2024
Mark Blick
Chief Executive Officer and Director
Diginex Ltd
Smart-Space Fintech 2, Room 3
Unit 401-404 Core C
Cyberport, Telegraph Bay
Hong Kong
Re:Diginex Ltd
Draft Registration Statement on Form F-1
Submitted February 12, 2024
CIK No. 0002010499
Dear Mark Blick:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Prospectus Cover Page, page i
1.Please disclose prominently on the prospectus cover page that you are not a Chinese or
Hong Kong operating company but a Cayman Islands holding company with operations
conducted by your Hong Kong, USA, and UK subsidiaries.
2.Throughout your prospectus, you reference that you will apply for listing of your ordinary
shares on the NASDAQ. Please clarify whether the close of your initial public offering is
contingent upon acceptance and listing by NASDAQ. If the IPO may close without listing
on the NASDAQ, please clarify whether your public shares will be quoted on the over-
the-counter markets.

 FirstName LastNameMark Blick
 Comapany NameDiginex Ltd
 March 11, 2024 Page 2
 FirstName LastName
Mark Blick
Diginex Ltd
March 11, 2024
Page 2
Frequently Used Terms, page iii
3.We note from your disclosure on page iii that you exclude Hong Kong and Macau from
your definition of “PRC” or “China. Please revise to remove the exclusion of Hong Kong
and Macau from such definition. Clarify that all the legal and operational risks associated
with having operations in the People’s Republic of China (PRC) also apply to operations
in Hong Kong and Macau. In this regard, ensure that your disclosure does not narrow risks
related to operating in the PRC to mainland China only. Where appropriate, you may
describe PRC law and then explain how law in Hong Kong and Macau differs from PRC
law and describe any risks and consequences to the company associated with those laws.
4.Please clarify if Diginex Services and Diginex USA are direct subsidiaries of Digital Ltd.
or DSL.
Summary, page 1
5.Please clarify where your principal executive offices are located and where your executive
officers, and those of DSL, are primarily located. We note throughout your prospectus,
you reference DSL’s principal executive offices as being in Hong Kong, but on page 68
you refer to your “Executive Office” being in Monaco. We also note that your corporate
address appears to be a co-working shared space facility in Hong Kong. If true, please
clarify on page 68.
6.Your Summary primarily focuses on your Current Business Lines and Summary of Risk
Factors. Please provide a description of the major terms of your offering, such as in an
Offering Summary, that includes the number of shares being issues, total shares
outstanding, offering price range, identity of the underwriter, use of proceeds,
underwriting, and other key highlights of your prospectus.
7.We note that the Restructuring includes the exchange of convertible notes, options,
convertible preferred stocks, and warrants from DSL securities into Diginex Ltd.
securities.  Please clarify the number of ordinary shares that these securities convert into
Diginex Ltd. shares. Also, clarify whether any of these securities will be automatically
converted into ordinary shares upon the close of the IPO. If so, please advise us whether
any of the sales or securityholders agreement should be filed as an exhibit under Item 601
of Regulation S-K.
8.In addition to the securities issued in the Restructuring, you indicate on page 75 that
Rhino Ventures may enter into an $8 million share subscription agreement for 5,086
ordinary shares and 10,172 warrants. Please disclose this pending transaction in the
prospectus summary and update the staff if it will close prior to the IPO.

 FirstName LastNameMark Blick
 Comapany NameDiginex Ltd
 March 11, 2024 Page 3
 FirstName LastName
Mark Blick
Diginex Ltd
March 11, 2024
Page 3
Management's Discussion and Analysis
B. Liquidity and Capital Resources, page 38
9.Please disclose whether Rhino Venture Limited is unconditionally committed to fully fund
your business and whether such funding will be a permanent investment. If not, disclose
when and how such funding may be repaid to Rhino Venture Limited. Disclose the
material terms, conditions, limitations of the Rhino Venture Limited funding agreement.
Also, address the adequacy of the financial resources available to Rhino Venture Limited
to enable it to fulfill its funding commitments.
10.As applicable, disclose the details of any funding guarantees exchanged between Miles
Pelham, Rhino Ventures Limited and the registrant in accordance with paragraph 18(b)(ii)
of IAS 24.
Significant Accounting Policies, Judgments and Estimates
Research and development expenditure, page 46
11.Please tell us why DSL was unable to reliably measure and thus recognize and
report research and development expenditures. In this regard, tell us your consideration of
whether DSL maintained adequate systems and controls for the preparation of financial
statements in conformity with International Financial Reporting Standards.
12.Please ask your independent auditors to provide us with explanation of their
consideration of your inability to reliably measure research and development
expenditures in their determination that the financial statements for the years ended March
31, 2023 and 2022 present fairly, in all material respects, the results of its operations of
Diginex Solutions (HK) Limited in accordance with International Financial Reporting
Standards.
Preferred shares/ convertible loan notes/redeemable ordinary shares, page 52
13.Tell us and clarify whether DSL has issued redeemable ordinary shares and, if so, how
they have been accounted for and presented in the financial statements.
Business
History, page 58
14.Please expand your history section to clarify the founding of DSL and its ESG software
related business and its ties to Mr. Pelham and Eqonex Limited. Further, clarify your
current management’s relationship with Eqonex and its affiliates, Diginex HK (i.e.
Diginex Limited incorporated in Hong Kong), and Digital Solutions Limited.

 FirstName LastNameMark Blick
 Comapany NameDiginex Ltd
 March 11, 2024 Page 4
 FirstName LastName
Mark Blick
Diginex Ltd
March 11, 2024
Page 4
15.You indicate that Rhino Ventures Ltd. purchased DSL for $6 million in a related party
transaction. Please clarify how Rhino Ventures and Mr. Pelham were related parties in
2020. Further, please clarify the amount of debt that was offset of the $6 million purchase
price and the amount of funding that Diginex funded under the agreement. Please also
clarify if Mr. Pelham is still affiliated with Eqonex Ltd.
16.We note that DSL received the trademarks for “Diginex” as part of the sale of DSL.
Please clarify whether the sales agreement for DSL includes the trademarks, and as a
result, if it would be a material agreement under Item 601 of Regulation S-K.
17.On page 3, you indicate that Eqonex and its cryptocurrency business went insolvent in
2022. Please clarify if the Diginex Ltd. business sold to Rhino Ventures was related to
Eqonex’s cryptocurrency business. Further, clarify the status of any liquidation or
bankruptcy proceeding and whether DSL or Rhino Venture’s assets may be at risk due to
such proceedings.
Industry Background, page 58
18.Please provide the source for your industry statistics and projections for carbon
management software and supply chain sustainability software markets, as disclosed in
the first two bullet points on page 62.
Our Business Lines, page 65
19.On page 1, you reference “machine learning” and block-chain technologies in your
platforms, including DiginexESG. Please provide a description of what you mean by
machine learning and block-chain technologies and clarify how they are used in your
platforms.
20.On page 65, you indicate that you continue to add features to your platforms. Please
clarify how and who performs this development work and your research and development
activities. You reference outsourced IT contractors from Vietnam on page 1. Please clarify
the extent that you outsource development of your platforms.
21.You note that your platform can be integrated into channel partner systems and your
products can be resold by such partners. Please clarify whether you derive a material
amount of revenue from your channel partners, such as HSBC, and if so, please describe
those agreements. Further, please indicate the number of your employees that serve
primarily a sales and marketing function.
22.We note that your business description lists DiginexESG, DiginexClimate,
DiginexLumen, DiginexAdvisory, and Diginex Managed Services as your lines of
business. Please clarify whether any of these lines of business generates material amounts
of revenues and customers or if your revenues or customers are concentrated in any
particular line of business.

 FirstName LastNameMark Blick
 Comapany NameDiginex Ltd
 March 11, 2024 Page 5
 FirstName LastName
Mark Blick
Diginex Ltd
March 11, 2024
Page 5
23.Please clarify the geographic distribution of your customers and revenues. If they
are primarily concentrated in a few locations, please indicate so.
Management, page 68
24.You provide a listing of your management for Diginex Ltd. and DSL separately as of
February 1, 2024, but we note that Messrs. Blink and Ewing will be both executive
officers and directors after the IPO. Please clarify the management of Diginex Ltd. after
the Restructuring and at the close of the IPO, including all the board members of the
public company. For example, it is not clear what roles Messers. Pelham, Wallon and
Tillemann will have after the IPO. If new directors will be nominated for Diginex Ltd.,
please include the appropriate consents under Rule 436 of Regulation C.
25.Please identify the specific entities referenced in your management biographies, such as
the entity for which Mr. Pelham is the “chairman of a sustainable forestry, reforestation
and carbon offset company,” and the start-up Mr. Blink was affiliated with prior to his
employment with GLG.
26.We note the management biography of Mr. Pelham does not indicate any current role with
Rhino Ventures Limited. Please clarify whether Rhino Ventures Limited has operations
other than holding shares of Diginex Ltd., and if it has any conflicts of interests or
competing business interests with Diginex Ltd. Similarly, please provide similar
disclosure for Pelham Ltd.
27.Please clarify whether you have included all your senior management, including any
employees that you are substantially dependent upon. Please refer to Item 6A of Form 20-
F. We note, for example, that DSL lists four members of its management team, including
a Chief Operating Officer, Chief Technology Officer, and Chief Corporate Affairs Officer
on its website.
28.You reference the term “non-executive director” with respect to Messrs. Wallon and
Tilleman. Please clarify whether your chairman for both Diginex Ltd. and DSL, Mr.
Pelham, is an executive director or non-executive director.  Also, please clarify whether
the $125,000 paid to Mr. Pelham through a management services agreement referenced on
page 96 is included in the total executive officer compensation of $550,000 for fiscal year
2023.
Foreign Private Issuer Status, page 73
29.You reference that you are exempt from certain NASDAQ corporate governance
requirements as a foreign private issuer. Please identify the NASDAQ corporate
governance requirements you are exempt from and clarify whether you will avail yourself
of these exemptions. Further, clarify whether you will be a controlled company after the
IPO and whether you will avail yourself of similar exemptions from the NASDAQ
corporate governance requirements for controlled companies.

 FirstName LastNameMark Blick
 Comapany NameDiginex Ltd
 March 11, 2024 Page 6
 FirstName LastName
Mark Blick
Diginex Ltd
March 11, 2024
Page 6
Description of Securities, page 74
30.You disclose that the Companies Act does not obligate you to hold an annual general
meeting on page 78. Please clarify whether your Articles and NASDAQ rules require an
annual director election. If director elections are discretionary under both your Articles
and NASDAQ rules, please clarify this in the prospectus summary and risk factors
section.
31.On pages 85 and 92, you reference that interested director transactions and shareholder
proposal rights are governed by your memorandum and articles of association. Please
briefly describe the terms of such provisions.
Principal Securityholders, page 95
32.Please disclose the natural person(s) that hold investment and/or voting power over the
ordinary shares beneficially owned by HBM IV, Inc. and Nalimz Holding Limited.
Lock-Up Agreements, page 103
33.Please describe the “certain exceptions” to the lock-up agreement.  Further, please clarify
whether the lock-up agreement covers greater than 1% principal shareholders or the 5%
referenced on page 95.
Financial Statements
3 Significant Accounting Policies
Financial liabilities and equity
Financial liabilities at FVTPL, page F-41
34.Tell us the extent to which Hong Kong Financial Reporting Standards (HKFRS) are relied
upon in your International Financial Reporting Standards (IFRS) based financial
statements. Please explain how and why HKFRS 9 is applied and whether it had a
material effect on your financial reporting. Tell us your consideration of whether any such
applications of Hong Kong reporting standards are inconsistent with IFRS accounting
guidance issued by the IASB.
16. PREFERRED SHARES, page F-51
35.Clarify the rights, preferences and restrictions of the Series A Preferred Shares in
accordance with paragraph 79 of IAS 1. Specify such conversion prices under which
Series A Preferred Shares may be converted ordinary shares of DSL.

 FirstName LastNameMark Blick
 Comapany NameDiginex Ltd
 March 11, 2024 Page 7
 FirstName LastName
Mark Blick
Diginex Ltd
March 11, 2024
Page 7
24.5.2 Valuation techniques used to determine fair values, page F-59
36.Tell us your consideration, in accordance with paragraph 92 of IFRS 13, of whether the
disclosures provided here are sufficient to meet the objective of paragraph 91 of IFRS 13.
Tell us the material judgments and assumptions made; and explain for us how you
applied discounted cash flows and an equity allocation model in your determination of the
fair value of the Series A Preferred Shares.
37.Tell us your consideration of the guidance provided by paragraphs 61 and 86 through 90
of IFRS 13 as to whether methodologies employed to value Series A Preferred Shares and
convertible debt are appropriate in light of the mandatory redemption and settlement terms
of the Series A Preferred Shares.
General
38.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            Please contact Joseph Kempf at 202-551-3352 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Edwin Kim at 202-551-3297 or Matthew Crispino at 202-551-3456 with any other
questions.
Sincerely,
Division of Corp