LESAKA TECHNOLOGIES INC

See “Item

1A RISK

FACTORS”

in Part

I of

our Annual

Report on

Form 10-K

for the

fiscal year

ended June

30, 2023,

for a

discussion

of

risk

factors

relating

to

(i)

our

business,

(ii)

in

South

Africa

and

other

foreign

markets,

(iii) government

regulation, and (iv) our common stock. Except

as set forth below, there have been no material

changes from the risk factors previously

disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30,

Failure

to

complete,

or

delays

in

completing,

the

Adumo

acquisition,

could

materially

and

adversely

affect

our

operations and stock price.

The completion

of the

Adumo acquisition

is subject to

a number of

conditions precedent,

including receipt

of shareholder

and

regulatory approvals and certain third-party consents. Some of these conditions

are outside our control.

We

will

need

to

obtain

approval

from

our

to

issues

shares

of

our

common

stock

to

the

Adumo

sellers

as

part

consideration of the purchase price. Under the terms of the of the transaction agreement we need to obtained

this approval by no later

than October

31, 2024.

We

will need

to prepare

and provide

certain materials

to our

shareholders in

order for

them to

approve the

issuance of

the shares to

the Adumo sellers.

We

will need to

engage external

service providers

to assist us

preparation and

distribution of these materials.

The transaction may fail if

we are unable to prepare

these materials in a timely manner

and obtain the

necessary shareholder approvals.

To

complete

the

acquisition,

we

must

make

certain

filings

with

and

obtain

certain

consents

and

approvals

from

various

governmental and regulatory authorities.

The regulatory approval processes may

take a lengthy period of time to complete,

and there

can be no assurance

as to the outcome

of the approval processes,

including the undertakings

and conditions that

may be required for

approval, or whether the regulatory approvals will be obtained at all.

In addition,

the completion

of the

acquisition is

conditional

on, among

other things,

no action

or circumstance

occurring that

would result in a material adverse effect on the Adumo’s

business operations or financial results.

We cannot

provide any assurance regarding if or

when all conditions precedent to the acquisition

will be satisfied or waived. If,

for any reason, the acquisition is

not completed, or its completion is materially

delayed and/or the transaction agreement is terminated,

the market price of our common stock may be materially and adversely

affected.

In addition, if the acquisition is not completed for any reason, there are risks that (i) the announcement of the acquisition and (ii)

the dedication

of management’s

attention and other

of our resources

to the completion

thereof, could

have a negative

impact on our

relationships with our stakeholders

and could have a material

adverse effect on

our current and future operations,

financial condition

and prospects.

We may not realize some

or all of the anticipated benefits from the Adumo acquisition.

Even if we complete the

Adumo acquisition, we may experience

unforeseen events, changes or

circumstances that may adversely

affect us. For example, we may incur unexpected costs, charges or expenses

resulting from the transaction, including charges to future

earnings if Adumo’s business

does not perform as expected. Our expectations regarding

Adumo’s business and prospects may not

be

realized,

as a

result

of

changes

in

the

of the

markets

that

Adumo

serves.

In

addition,

there

are

risks

associated with

Adumo’s

product and

service offerings

or results

of operations,

including the

risk of

failing to

comply with

certain

regulatory rules required to operate its business.

Further, there are

numerous challenges, risks

and costs

involved with integrating

the operations

of Adumo with

ours. For

example,

integrating Adumo into

our company will require

significant attention from our

senior management which

may divert their attention

from

our

day-to-day

business.

The

difficulties

of

integration

may

also

be

by

cultural

differences

between

our

two

organizations and the necessity of retaining and integrating personnel,

including Adumo’s key employees.

Our Sarbanes-Oxley

Act of

2002 (“Sarbanes”)

management certification

and auditor

attestation regarding

the effectiveness

of

our internal

control over

financial reporting

as of

2024, will

likely exclude

the operations

of Adumo,

as we

only expect

to

close the transaction in fiscal 2025.

The requirement to evaluate and report on our internal controls

also applies to companies that we

acquire. As a group of South

African private companies, Adumo is not required to

comply with Sarbanes prior to the

time we acquired

it.

The

integration

of

Adumo

into

our

internal

control

over

reporting would

be

to

require

time

and

resources

from

our

and

other

personnel

and

is

to

our

compliance

costs.

If

we

fail

to

successfully

integrate the operations of Adumo into our internal control over

financial reporting for fiscal 2025, our internal control over financial

reporting may not be effective.

If some or all

of the aforementioned or

other risks materialize, our

ability to realize the

anticipated benefits of

Adumo could be

materially impaired, and as a result, our financial condition, results of operations,

cash flows and stock price could suffer.