LESAKA TECHNOLOGIES INC

See “Item

1A RISK

FACTORS”

in Part

I of

for the

fiscal year

ended June

30, 2024,

for a

discussion

of

risk

factors

relating

to

(i)

our

(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,

We may not be able

to successfully integrate Adumo’s

operations with our business.

On October 1, 2024, we announced the closing of our ZAR 1.67 billion ($96.2 million) investment to acquire a 100% interest in

Adumo. Integrating Adumo

into our company

may require significant

attention from our

senior management which

may divert their

attention

from

our

day-to-day

business.

The

difficulties

of

integration

may

be

by

cultural

differences

between

our

two

organizations and the necessity of retaining and integrating personnel, including Adumo’s key employees and management team. The

services of these individuals will be important to the continued

growth and success of Adumo’s business and to our ability to integrate

Adumo with

us. If

we were

to lose

the services

of these

key employees

or fail

to sufficiently

integrate them,

our ability

to operate

Adumo successfully would likely be materially and adversely impacted.

As such, if we are unable to successfully integrate Adumo’s operations into our business we could be required to record material

impairments, and as a result, our financial condition, results of operations,

cash flows and stock price could suffer.

We

depend upon

third-party suppliers,

making us

vulnerable to

supply shortages

and price

fluctuations, which

could harm

our business.

We

obtain our

smart cards, ATMs,

electronic payment

and POS devices,

components for our

safe assets, components

to repair

the ISV (independent software vendor)

division’s POS hardware, and the other

hardware we use in

our business from a

limited number

of suppliers, and

do not manufacture

this equipment ourselves.

We generally do not have

long-term agreements with

our manufacturers

or component suppliers.

If our suppliers

become unwilling or

unable to provide

us with adequate

supplies of parts

or products when

we need them,

or if they

increase their prices,

we may not

be able to

find alternative

sources in a

timely manner

and could be

faced

with a critical shortage. This

could harm our ability to meet customer

demand and cause our revenues

to decline. Even if we are

able

to secure alternative sources in a timely manner,

our costs could increase as a result of supply or geopolitical shocks, which

may lead

to

an

in

the

prices

of

goods

and

from

third

parties.

A

supply

interruption,

such

as

the

recent

global

shortage

of

semiconductors, or

an increase

in demand

beyond current

suppliers’ capabilities

could harm

our ability

to distribute

our equipment

and thus to

acquire new customers

who use our

technology. Any

interruption in the

supply of the

hardware necessary to

operate our

technology, or our inability to obtain substitute equipment at acceptable prices in a

timely manner, could impair our ability to meet the

demand of our customers, which would have an adverse effect on

our business.

We do

not have a South African banking

license and, therefore, we provide

our EPE solution through an

arrangement with

a third-party bank, which

limits our control over this

business and the economic benefit we

derive from it. If

this arrangement were

to terminate,

we would

not be

able to

operate our

EPE business

without alternate

means of

access to

a banking

license. We

are

also required

to comply

requirements of

payment schemes,

VISA and

Mastercard.

Furthermore,

we provide

certain of

our services under

partnerships with South

African banks. We will

be unable to

provide our payments

and card-acquiring

businesses if we

fail to comply

with payment scheme

rules, and/or fails

to maintain certain

regulatory licenses and

registrations,

and/ or if we were unable to continue to partner with South African banks to provide

our payments and card acquiring services.

The

South

African

retail

banking

market

is

highly

regulated.

Under

current

law

and

regulations,

our

EasyPay

Everywhere

(“EPE”) business activities require

us to be registered as

a bank in South Africa

or to have access to an

existing banking license.

We

are not currently so registered,

but we have an agreement

with Grindrod Bank, a subsidiary

of African Bank Limited, that

enables us

to implement

our EPE

program in

compliance

relevant laws

and regulations.

If this

agreement

were to

be terminated,

we

would

not

be

able

to

operate

these

unless

we

were

able

to

obtain

access

to

a

banking

license

through

alternate

means.

Furthermore, we have

to comply with the

South African Financial

Intelligence Centre Act,

2001 and money

laundering and terrorist

control

regulations,

when

we

open

new

bank

for

our

and

when

they

transact.

Failure

to

effectively

implement and

monitor responses

to the

legislation and

regulations may

result in

significant fines

or prosecution

of Grindrod

Bank

and ourselves.

We

are required

to comply

requirements of

payment schemes,

including VISA

and Mastercard.

We

have deployed

a

significant number of devices, and any

mandatory compliance upgrades to our deployed POS

devices would require significant capital

expenditures and/or be

disruptive to our

customer base. Failure

to comply with

the payment schemes’

rules may result

in significant

fines and/or a loss of license to participate in the scheme(s).

We provide card acquiring services

to our customers

by partnering with

Nedbank Limited and

ABSA Bank Limited,

and payment

processing services

in partnership

largest banks

Africa. If

these agreements

were to

be terminated,

Adumo would

not be able to operate

its payment services unless it

were able to obtain

alternative card acquiring or

payment processing agreements

with other partners

or obtain a direct

designation license with

the scheme's and

regulatory bodies. In

addition, if we

were to lose our

PASA registrations

or fail to have them renewed, it would be unable to operate its payment services.

Compliance with the requirements under these various regulatory regimes may

cause us to incur significant additional costs and

failure to

comply with

such requirements

could result

in the

shutdown of

the non-complying

facility,

the imposition

of liens,

fines

and/or civil or criminal liability.

In

addition,

the

South

African

Financial

Advisory

and

Intermediary

Services

Act,

2002,

persons

who

act

as

intermediaries between financial product

suppliers and consumers in

South Africa to register

as financial service providers.

EasyPay

Insurance was

granted a Financial

Service Provider,

or FSP,

license on

June 9, 2015,

and EasyPay Financial

Services (Pty) Ltd

was

granted

a FSP

license on

July 11,

2017. If

our FSP

licenses are

withdrawn or

suspended, we

may be

stopped from

continuing our

financial services businesses in South Africa unless we are able to enter into a representative

arrangement with a third party FSP.

Furthermore, the

proposed Conduct

of Financial

Institutions Bill

will make

significant changes

to the

current licensing

regime

however, the current proposal is that existing licences will be converted. The second draft of the Conduct of

Financial Institutions Bill

was published for public comment on September 29, 2020.