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 TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 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

~~Entry~~Notice ~~into~~of ~~Side~~Delisting ~~Letter~~or Failure to ~~Third~~Satisfy ~~Forbearance~~a ~~Agreement~~Continued ~~with~~Listing ~~Helena~~Rule ~~Special~~or ~~Opportunities LLC and Scieniti LLC~~ Standard

AsOn ~~disclosed~~May in16, a2025, ~~filing on Form 6-K filed by~~ DigiAsia Corp. (the “Company”) onreceived ~~June~~a ~~26,~~letter ~~2024,~~from the ~~Company~~Listing ~~previously~~Qualifications ~~entered~~staff ~~into~~of aThe ~~Securities~~Nasdaq ~~Purchase~~Stock ~~Agreement,~~Market ~~dated~~LLC as(“Nasdaq”) ofnotifying ~~June~~the ~~17,~~Company ~~2024~~that ~~(the~~it ~~“Securities~~does ~~Purchase~~not ~~Agreement”),~~comply with ~~Helena~~Nasdaq ~~Special~~Listing ~~Opportunities~~Rule ~~LLC~~5250(c)(1) (the “~~Helena~~Annual Listing Rule”) ~~and~~due ~~Scieniti~~to ~~LLC~~its ~~(“Scieniti”~~failure ~~collectively~~to ~~with~~file ~~Helena~~its Annual Report on Form 20-F for the period ended December 31, 2024 (the “~~Investors~~20-F”). Previously, ~~pursuant~~on toMarch ~~which~~18, 2025, the Company ~~(i)~~received ~~issued~~a todelinquency ~~Helena~~notice afrom ~~Class~~Nasdaq Astating ~~Convertible~~that ~~Promissory~~the ~~Note,~~Company ~~dated~~was ~~June~~not ~~28,~~in ~~2024~~compliance with Nasdaq Listing Rule 5250(c)(2) (the “~~Class~~Interim AListing ~~Note~~Rule”), intogether with the ~~original~~Annual ~~principal~~Listing ~~amount~~Rule, ofthe ~~$3,636,500.00,~~“Listing ~~(ii~~Rules”) ~~issued~~as a result of the Company’s failure to ~~Scieniti~~timely file on a ~~Class~~Form B6-K ~~Convertible~~its ~~Promissory~~interim ~~Note,~~report ~~dated~~for the six months ended June 2830, 2024 (the “~~Class~~Initial BDelinquent ~~Note~~Filing”). ~~collectively~~In connection with the ~~Class~~Initial ADelinquent ~~Note~~Filing, the ~~“Notes”)~~Company was granted an automatic extension until June 30, in2025 to file its delinquent 6-K interim financials for the ~~original~~period ~~principal~~ended ~~amount~~June 30, 2024. As a result of $5this additional delinquency,~~227,028.24,~~ ~~and~~any ~~(iii)~~further ~~issued~~exception to ~~Helena~~allow athe ~~warrant~~Company to ~~purchase~~regain ~~ordinary~~compliance ~~shares~~with all delinquent filings will be limited to a maximum of 180 calendar days from the ~~Company~~due ~~dated~~date of the Initial Delinquent Filing, or June 2830, ~~2024~~2025.

AsThe ~~disclosed~~Listing inRules arequire ~~filing~~listed oncompanies ~~Form~~to ~~6-K~~timely ~~filed~~file byall ~~the~~required ~~Company~~periodic onfinancial ~~November~~reports 4,with ~~2024,~~ the ~~Company~~Securities ~~entered~~and ~~into~~Exchange ~~that~~Commission. ~~certain~~The ~~forbearance~~deficiency ~~agreement,~~letters ~~dated~~have asno ofimmediate ~~October~~effect ~~29,~~on ~~2024~~the ~~(as~~listing ~~amended,~~of ~~restated,~~the ~~amended~~Company’s ~~and~~ordinary ~~restated~~shares, ~~supplemented~~and orits ~~otherwise~~ordinary ~~modified~~shares ~~from~~will ~~time~~continue to ~~time,~~trade on the ~~“First~~Nasdaq ~~Forbearance~~Capital ~~Agreement”)~~Market ~~with~~under ~~Helena~~the ~~and~~symbol ~~Scieniti~~“FAAS” at this time.

AsIn ~~disclosed~~connection inwith athis notice, the Company is required to submit an update to its original plan to regain compliance with respect to the filing onrequirement, ~~Form~~including 6its plans to file the 20-KF, byand to indicate the ~~Company~~progress onmade ~~January~~towards ~~24,~~implementing ~~2025,~~the plan submitted in connection with the ~~Company~~Initial ~~entered~~Delinquent ~~into~~Filing. ~~that~~The ~~certain~~update ~~second~~must ~~forbearance~~be ~~agreement,~~submitted ~~dated~~to ~~January~~Nasdaq 21no later than June 2, 2025. ~~(as~~If ~~amended,~~the ~~restated,~~Company’s ~~amended~~plan ~~and~~to ~~restated~~regain compliance is not accepted, ~~supplemented~~Nasdaq orrules ~~otherwise~~would ~~modified~~permit ~~from~~the ~~time~~Company to ~~time,~~appeal the ~~“Second~~decision ~~Forbearance~~to ~~Agreement”)~~reject ~~with~~the ~~Helena~~Company’s ~~and~~proposed ~~Scieniti~~compliance plan to a Nasdaq Hearings Panel.

AsThe ~~disclosed~~Company is in athe ~~filing~~process onof completing its Form 6-K byinterim financials for the ~~Company~~period onended ~~April~~June 1630, ~~2025,~~2024 ~~the~~and ~~Company~~its ~~entered~~Form ~~into~~20-F ~~that~~for ~~certain~~the ~~third~~year ~~forbearance~~ended ~~agreement,~~December ~~dated April 15~~31, ~~2025 (as amended~~2024, ~~restated, amended~~ and ~~restated,~~intends ~~supplemented or otherwise modified from time~~ to ~~time,~~file ~~the~~such ~~“Third~~reports ~~Forbearance~~as ~~Agreement”)~~soon ~~with~~as ~~Helena and Scieniti~~practicable.

OnAs ~~May~~required 5,under ~~2025,~~Nasdaq ~~the~~Listing ~~Company~~Rule ~~entered into the Side Letter to the Third Forbearance Agreement~~ 5810(~~the “Side Letter”~~b) ~~with Helena pursuant to which the parties agreed to amend and supplement certain terms of the Third Forbearance Agreement. Pursuant to the Third Forbearance Agreement~~, the Company ~~originally~~issued ~~agreed~~a topress ~~issue~~release ~~5,000,000 ordinary shares to each of the Investors~~ on orMay ~~before April 15~~21, 2025 ~~(the “Delivery Date”). As of the Delivery Date~~, ofannouncing ~~the~~that ~~5,000,000~~it ~~ordinary~~had ~~shares~~received ~~owed to Helena and Scieniti,~~ the ~~Investors~~deficiency ~~only received 4,609,362 ordinary shares~~notification. InA ~~order~~copy to satisfy its obligations owed under the Third Forbearance Agreement, the Company and Helena entered into the Side Letter and agreed to the following terms (i) since only 4,609,365 ordinary shares were delivered to the Investors, the portion of ~~the~~this ~~ordinary~~press ~~shares~~release tois beattached ~~applied~~as ~~toward~~Exhibit ~~the~~99.1 repayment of the Notes will be reduced on a pro rata basis such that (a) the proceeds from the sale of only 2,000,000 ordinary shares shall be allocated toward the note paydown in accordance with the Third Forbearance Agreement, and (b) the remaining 2,609,365 ordinary shares, together with any proceeds from the sale thereof, shall be retained by the Investors with no obligation to ~~apply~~this ~~the~~Current ~~proceeds~~Report ~~from the sale of such shares to the note paydown, and (ii) the interest in the amount of $88,503.27 accrued under the Notes as of the Delivery Date shall be satisfied~~ on ~~the~~Form ~~date thereof~~6-K.

~~The~~Forward-Looking 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.Statements

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

Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words “believe,” “anticipate,” “aims,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control, the Company cannot assure you that it will achieve or accomplish these expectations. The Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

Financial Statements and Exhibits

Exhibits No.		Description
99.1		Press Release, dated May 21, 2025.

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.
	DigiAsia Corp. (Registrant)
	(Registrant)
Date: May 21, 2025	By:	/s/ Prashant Gokarn
Date: May 9, 2025	By:	/s/ Prashant Gokarn
	Name:	Prashant Gokarn
	Title:	Co-Chief Executive Officer

Filing Compare · DIGIASIA CORP.