Diginex Limited — Form 6-K Summary
Filing date: October 9, 2026. The filing reports results of the company’s virtual Extraordinary General Meeting held October 8, 2026; it does not report financial results for a fiscal period.
Business context and transaction
Shareholders approved the company’s acquisition of all issued and outstanding shares of Resulticks Global Companies Pte. Limited under the Amended and Restated Sale and Purchase Agreement dated August 14, 2026. The approved consideration includes 600,000,000 Diginex ordinary shares, subject to adjustment under the agreement and for share-capital reorganizations.
Of 50,130,130 ordinary shares eligible to vote as of the August 14 record date, 27,584,395 shares, or 55.026%, were represented and voted.
Meeting results and material changes
| Proposal | Result | Key terms |
|---|---|---|
| Transaction and consideration shares | Approved; approximately 98.8% of votes present were for each component | Authorized the Resulticks acquisition, issuance of 600,000,000 consideration shares, and related director authority. |
| Change of control | Approved; 98.812% for | Approved the change of control resulting from the transaction and related securities issuance. |
| Authorized share capital | Approved; 98.787% for | Conditional on transaction closing, increases authorized capital from 495,000,000 ordinary shares and 5,000,000 preferred shares to 1,300,000,000 ordinary shares; preferred shares are redesignated as ordinary shares. |
| Share consolidation | Approved; approximately 98.8% for each component | Provides for a 10-for-1 consolidation of ordinary shares, subject to applicable law and Nasdaq requirements. Afterward, authorized capital is to comprise 130,000,000 ordinary shares. Fractional entitlements are rounded up, and securities and relevant prices are adjusted as applicable. |
| Amended and restated memorandum and articles | Approved; 98.798% for | Adoption is conditional on the authorized-capital changes and share consolidation taking effect. |
| Equity incentive plan | Approved; 98.704% for | Increases plan shares available for issuance from 5,400,000 to 9,000,000, stated after factoring in the share consolidation. |
| Ancillary transaction agreements | Approved; 73.729% for | Includes cancellation of specified warrants and equity awards; up to 40,000,000 shares to Rhino Ventures Limited; up to approximately 58,823,530 shares related to an additional Resulticks investment; and up to 15,000,000 shares for a transaction introducer. These amounts are subject to transaction terms and share-consolidation adjustments. |
Financial metrics, outlook and risks
The filing provides no revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics, and no financial guidance or outlook. It does not quantify the acquisition’s financial impact. The principal conditions and execution matters disclosed include transaction closing, the conditional capital changes, compliance with applicable law and Nasdaq requirements, and adjustments to shares and other securities under the transaction documents.
Important facts for investors to verify
- Whether and when the Resulticks acquisition closes, and the final consideration and any adjustments under the A&R SPA.
- The timing and implementation of the authorized-share changes and 10-for-1 share consolidation, including Nasdaq and legal compliance.
- The final number and treatment of shares or other securities issued under the ancillary arrangements, including any forfeiture, treasury-share, or alternative-security arrangements.
- The dilution implications of the consideration shares, ancillary issuances, and expanded equity incentive plan; this filing does not provide a pro forma capitalization or financial impact.