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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Diginex Limited (Name of Issuer) |
Ordinary Shares, par value $0.0004 per share (Title of Class of Securities) |
(CUSIP Number) |
05/28/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
HBM IV, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Fitch Group, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Hearst Ratings II, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Hearst Communications, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Hearst Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
The Hearst Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
The Hearst Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Diginex Limited | |
| (b) | Address of issuer's principal executive offices:
25 Wilton Road, Victoria, London, Greater London, SW1V 1LW, United Kingdom | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed on behalf of each of the following persons:
1. HBM IV, Inc., a Delaware corporation ("HBM IV");
2. Fitch Group, Inc., a Delaware corporation ("FGI");
3. Hearst Ratings II, Inc., a Delaware corporation ("HRII");
4. Hearst Communications, Inc., a Delaware corporation ("HCI");
5. Hearst Holdings, Inc., a Delaware corporation ("HHI");
6. The Hearst Corporation, a Delaware corporation ("THC"); and
7. The Hearst Family Trust, a testamentary trust (the "Trust"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each of HBM IV, HRII, HCI, HHI, THC and the Trust is 300 West 57th Street, New York, New York 10019. The principal business office of FGI is 33 Whitehall Street, New York, New York 10004. | |
| (c) | Citizenship:
Each of HBM IV, FGI, HRII, HCI, HHI and THC is a Delaware corporation. The Trust is a testamentary trust that was probated in California. | |
| (d) | Title of class of securities:
Ordinary Shares, par value $0.0004 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
On May 28, 2026, HBM IV sold all of its remaining Ordinary Shares of the Issuer (the "Sale"). Prior to the Sale, HBM IV was the beneficial owner of Ordinary Shares of the Issuer. In 2026, HCI transferred the stock of HBM IV to its wholly-owned subsidiary HRII, and HRII immediately thereafter transferred the stock of HBM IV to its wholly-owned subsidiary, FGI. Pursuant to the definition of "beneficial owner" set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of HBM IV, FGI, HRII, HCI, HHI, THC and the Trust was deemed to beneficially own such securities. At the time of the Sale, (i) FGI, as the controlling stockholder of HBM IV, (ii) HRII, as the controlling stockholder of FGI, (iii) HCI, as the controlling stockholder of HRII, (iv) HHI, as the controlling stockholder of HCI, (v) THC, as the controlling stockholder of HHI, and (vi) the Trust, as the controlling stockholder of THC, each had the power to direct the voting and disposition of the Ordinary Shares of the Issuer held by HBM IV. Following the Sale, none of HBM IV, FGI, HRII, HCI, HHI, THC or the Trust directly or indirectly owns any Ordinary Shares of the Issuer nor may any of them be deemed to beneficially own such securities. | |
| (b) | Percent of class:
HBM IV: 0%
FGI: 0%
HRII: 0%
HCI: 0%
HHI: 0%
THC: 0%
Trust: 0% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
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| (ii) Shared power to vote or to direct the vote:
HBM IV: 0
FGI: 0
HRII: 0
HCI: 0
HHI: 0
THC: 0
Trust: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
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| (iv) Shared power to dispose or to direct the disposition of:
HBM IV: 0
FGI: 0
HRII: 0
HCI: 0
HHI: 0
THC: 0
Trust: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under _ 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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EXHIBIT A
JOINT FILING AGREEMENT
We,
the signatories of the statement on Schedule 13G to which this Joint Filing
Agreement is attached, hereby agree that such statement is, and any amendments
thereto filed by any of us will be, filed on behalf of each of us pursuant to and in accordance with
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: August 14, 2026
| HBM IV, INC. | ||
| By: | /s/ Bruce Legorburu | |
| Name: | Bruce Legorburu | |
| Title: | Executive Vice President | |
| FITCH GROUP, INC. | ||
| By: | /s/ Bruce Legorburu | |
| Name: | Bruce Legorburu | |
| Title: | Executive Vice President | |
| HEARST RATINGS II, INC. | ||
| By: | /s/ Mitchell I. Scherzer | |
| Name: | Mitchell I. Scherzer | |
| Title: | Vice President | |
| HEARST COMMUNICATIONS, INC. | ||
| By: | /s/ Mitchell I. Scherzer | |
| Name: | Mitchell I. Scherzer | |
| Title: | Executive Vice President and Chief Financial Officer | |
| HEARST HOLDINGS, INC. | ||
| By: | /s/ Mitchell I. Scherzer | |
| Name: | Mitchell I. Scherzer | |
| Title: | Executive Vice President and Chief Financial Officer | |
| THE HEARST CORPORATION | ||
| By: | /s/ Mitchell I. Scherzer | |
| Name: | Mitchell I. Scherzer | |
| Title: | Executive Vice President and Chief Financial Officer | |
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THE HEARST FAMILY TRUST
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| By: | /s/ Mitchell I. Scherzer | |
| Name: | Mitchell I. Scherzer | |
| Title: | Trustee | |