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 OF THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~For TOthe ~~RULE~~month ~~13a-16~~of ORMay ~~15d-16~~2025

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2025

Commission File Number 001-40613

DigiAsia Corp.

(Translation of registrant’s name into English)

One Raffles Place #28-02

Singapore 048616

(Address of principal executive offices)

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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

~~Notice~~Entry ofinto ~~Delisting~~Side orLetter ~~Failure~~ to ~~Satisfy~~Third aForbearance ~~Continued~~Agreement ~~Listing~~with ~~Rule~~Helena orSpecial ~~Standard~~Opportunities LLC and Scieniti LLC

OnAs ~~April~~disclosed ~~22,~~in ~~2025,~~a filing on Form 6-K filed by DigiAsia Corp. (the “Company”) ~~received~~on aJune ~~letter~~26, ~~from~~2024, the ~~Listing~~Company ~~Qualifications~~previously ~~staff~~entered ofinto ~~The~~a ~~Nasdaq~~Securities ~~Stock~~Purchase ~~Market~~Agreement, dated as of June 17, 2024 (the “~~Nasdaq~~Securities Purchase Agreement”), ~~notifying~~with ~~the~~Helena ~~Company~~Special ~~that~~Opportunities ~~based~~LLC on(“Helena”) ~~the~~and ~~Market~~Scieniti ~~Value~~LLC of(“Scieniti” ~~Listed~~collectively ~~Securities~~with (Helena, the “~~MVLS~~Investors”), ofpursuant to which the Company ~~for~~(i) issued to Helena a Class A Convertible Promissory Note, dated June 28, 2024 (the ~~period~~“Class ~~from~~A ~~March~~Note”), 10in the original principal amount of $3,636,500.00, ~~2025~~(ii) issued to ~~April~~Scieniti 21a Class B Convertible Promissory Note, ~~2025~~dated June 28, 2024 (the ~~Company~~“Class noB ~~longer~~Note” ~~meets~~collectively with the ~~continued~~Class ~~listing~~A ~~requirement~~Note, ofthe ~~Nasdaq~~“Notes”), ~~under~~in ~~Nasdaq~~the ~~Listing~~original ~~Rules~~principal ~~5550~~amount of $5,227,028.24, and (biii)~~(2),~~ issued to ~~maintain~~Helena a ~~minimum~~warrant ~~MVLS~~to purchase ordinary shares of ~~$35~~the ~~million~~Company dated June 28, 2024.

~~Nasdaq~~As ~~has~~disclosed ~~provided~~in ~~the~~a ~~Company~~filing ~~with~~on aForm ~~180~~6-K ~~calendar~~filed ~~days~~by ~~compliance~~the ~~period,~~Company oron ~~until~~November ~~October 20~~4, ~~2025~~2024, inthe ~~which~~Company toentered ~~regain~~into ~~compliance~~that ~~with~~certain ~~Nasdaq~~forbearance ~~continued~~agreement, ~~listing~~dated ~~requirement.~~as Inof ~~the~~October ~~event~~29, ~~that~~2024 ~~the~~(as ~~Company~~amended, ~~does~~restated, ~~not~~amended ~~regain~~and ~~compliance in the compliance period~~restated, ~~Nasdaq~~supplemented ~~will~~or ~~provide~~otherwise ~~notice~~modified ~~that~~from ~~the~~time ~~Company’s securities will be subject~~ to ~~delisting. In that event~~time, the ~~Company~~“First ~~may~~Forbearance ~~appeal~~Agreement”) ~~such~~with ~~determination~~Helena toand ~~a hearing panel~~Scieniti.

~~The~~As ~~Company~~disclosed isin ~~currently~~a ~~evaluating~~filing ~~options~~on toForm ~~regain~~6-K ~~compliance~~by ~~and~~the ~~intends~~Company toon ~~timely~~January ~~regain~~24, ~~compliance~~2025, ~~with Nasdaq’s continued listing requirement. Although~~ the Company ~~will~~entered ~~use~~into ~~all~~that ~~reasonable~~certain ~~efforts~~second toforbearance ~~achieve~~agreement, ~~compliance~~dated ~~with~~January ~~Rule~~21, ~~5550~~2025 (~~b)(2)~~as amended, ~~there~~restated, ~~can~~amended beand norestated, ~~assurance~~supplemented ~~that~~or ~~the~~otherwise ~~Company~~modified ~~will~~from betime ~~able~~ to ~~regain~~time, ~~compliance~~the ~~with~~“Second ~~that~~Forbearance ~~rule~~Agreement”) ~~or will otherwise be in compliance~~ with ~~other~~Helena ~~Nasdaq~~and ~~continued listing requirement~~Scieniti.

~~Forward~~As disclosed in a filing on Form 6-~~Looking~~K ~~Statements~~by the Company on April 16, 2025, the Company entered into that certain third forbearance agreement, dated April 15, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Third Forbearance Agreement”) with Helena and Scieniti.

~~Matters~~On ~~discussed~~May in5, ~~this~~2025, ~~report~~the ~~may~~Company ~~constitute~~entered ~~forward-looking~~into ~~statements.~~the ~~Forward-looking~~Side ~~statements~~Letter ~~include~~to ~~statements~~the ~~concerning~~Third ~~plans,~~Forbearance ~~objectives,~~Agreement ~~goals,~~(the ~~strategies,~~“Side ~~future~~Letter”) ~~events~~with orHelena ~~performance,~~pursuant ~~and~~to ~~underlying~~which ~~assumptions~~the ~~and~~parties ~~other~~agreed ~~statements,~~to ~~which~~amend ~~are~~and ~~other~~supplement ~~than~~certain ~~statements~~terms of ~~historical~~the ~~facts~~Third Forbearance Agreement. ~~The~~Pursuant ~~words~~to ~~“believe,”~~the ~~“anticipate,”~~Third ~~“aims~~Forbearance Agreement,” ~~“intends~~the Company originally agreed to issue 5,”000,000 ~~“estimate~~ordinary shares to each of the Investors on or before April 15,” 2025 (the “~~potential,~~Delivery Date”). ~~“may~~As of the Delivery Date,” ~~“should~~of the 5,”000,000 ~~“expect”~~ordinary ~~“pending”~~shares owed to Helena and ~~similar~~Scieniti, ~~expressions~~the ~~identify~~Investors ~~forward-looking~~only ~~statements~~received 4,609,362 ordinary shares. ~~The~~In ~~forward-looking~~order ~~statements~~to insatisfy ~~this~~its ~~report~~obligations ~~are~~owed ~~based~~under ~~upon~~the ~~various~~Third ~~assumptions.~~Forbearance ~~Although~~Agreement, the Company ~~believes~~and ~~that~~Helena ~~these~~entered ~~assumptions~~into the Side Letter and agreed to the following terms (i) since only 4,609,365 ordinary shares were ~~reasonable~~delivered ~~when~~to ~~made~~the Investors, ~~because~~the ~~these~~portion ~~assumptions~~of ~~are~~the ~~inherently~~ordinary ~~subject~~shares to ~~significant~~be ~~uncertainties~~applied ~~and~~toward ~~contingencies~~the ~~which~~repayment ~~are~~of ~~difficult~~the orNotes ~~impossible~~will tobe ~~predict~~reduced ~~and~~on ~~are~~a ~~beyond~~pro ~~its~~rata ~~control~~basis such that (a) the proceeds from the sale of only 2,000,000 ordinary shares shall be allocated toward the ~~Company~~note ~~cannot~~paydown ~~assure~~in ~~you~~accordance ~~that~~with itthe ~~will~~Third ~~achieve~~Forbearance orAgreement, ~~accomplish~~and ~~these~~(b) ~~expectations.~~the ~~The~~remaining ~~Company~~2,609,365 ~~assumes~~ordinary shares, together with any proceeds from the sale thereof, shall be retained by the Investors with no obligation to ~~update~~apply orthe ~~revise~~proceeds ~~these~~from ~~forward-looking~~the ~~statements~~sale ~~for~~of ~~any~~such ~~reason,~~shares ~~even~~to ifthe ~~new~~note ~~information~~paydown, ~~becomes~~and ~~available~~(ii) the interest in the ~~future~~amount of $88,503.27 accrued under the Notes as of the Delivery Date shall be satisfied on the date thereof.

The foregoing description of the Side Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Side Letter, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein.

Exhibits No.		Description
10.1		Side Letter to the Third Forbearance Agreement, dated May 5, 2025, by and among DigiAsia Corp. and Helena.

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.

	DigiAsia Corp. (Registrant)
	DigiAsia Corp.
Date: April 23, 2025	By:	/s/ Prashant Gokarn
	(Registrant)
Date: May 9, 2025	By:	/s/ Prashant Gokarn
	Name:	Prashant Gokarn
	Title:	~~Co-~~Chief Executive Officer

Filing Compare · DIGIASIA CORP.