LESAKA TECHNOLOGIES INC

See “Item

1A RISK

FACTORS”

in Part

I of

our Annual

for the

fiscal year

ended June

for a

discussion

of

risk

factors

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,

We

may

identify

errors

related

to

our

Value

Added

Tax

(VAT)

processes,

tax

positions,

or

similar

transaction-level tax matters, which could require future adjustments to

our financial statements.

During the current quarter we identified errors in the

historical VAT

treatment of certain gaming voucher transactions within our

Merchant business. Although we have completed an

initial review of the matter and

determined to correct the identified errors through

revisions to our previously issued

financial statement, our review

is ongoing.

Refer to Note 1

to our unaudited condensed

financial statements for

additional information.

The error arose from

the incorrect application

of indirect tax

rules, the configuration

of underlying systems, and operational practices involving downstream vendors.

While we

are implementing

remedial actions,

enhancing controls,

and conducting

further analyses

with our

external advisors,

there is a risk that we have

not yet identified all errors associated with

this matter. Additional issues may be discovered as we continue

to evaluate historical periods, refine our technical tax conclusions, or integrate updated processes into our systems. Moreover,

similar

errors

could exist

in accounting

and reporting

for other

indirect tax

particularly

where

our business

involves

complex

multi-party arrangements, voucher products, commissions, or activities involving

non-registered VAT

vendors.

Identification

of

errors

may

require

us

to

record

further

adjustments,

amend

or

restate

issued

statements, update

our tax

filings, or make

additional payments of

tax, penalties,

or interest. Any

such developments

could result

in

costs,

administrative

burdens,

diversion

of

attention,

or

investor

perceptions

of

weaknesses

in

our

or

tax

processes.

If

material,

errors

could

also

adversely

affect

our

financial condition, results of operations, liquidity,

or internal control over financial reporting.

Our failure to prepare

and timely file

our periodic reports

with the SEC limits

our access to

the public markets

to raise debt

or equity capital.

Form S-3 permits eligible

issuers to conduct registered

offerings using a short

form registration statement that

allows the issuer

to incorporate

by reference its

past and future

filings and reports

made under the

Securities Exchange

Act of 1934,

as amended

(the

“Exchange Act”).

In addition,

Form S-3

enables eligible

issuers to

conduct primary

offerings “off

the shelf”

under Rule

415 of

the

Securities

Act

of

1933,

as

amended

(the

“Securities

Act”).

The

shelf

registration

combined

with

the

ability

to

forward

incorporate information, allows issuers to avoid delays and

interruptions in the offering process and to access the capital markets

in a

more expeditious

and efficient

manner than

raising capital

in a

standard registered

offering pursuant

to a

Registration Statement

on

Form S-1. The ability to register securities for resale may also be limited as a result

of the loss of Form S-3 eligibility.

We

did

not

file

our

Form

10-K

within

the

timeframe

by

the

SEC;

thus,

we

have

not

remained

current

in

our

reporting requirements

SEC. Although

we regained

status as

a current

filer by

filing our

Form 10-K/A

to amend

our 2025

Form 10-K, we are currently ineligible to file new short form registration statements on Form S-3 and, absent a waiver of the Form S-

3 eligibility requirements, we are no longer permitted to use our existing registration statements on Form S-3. If we wish to pursue an

now,

we

would

be

to conduct

the offering

on

an exempt

basis,

such

as in

with

Rule

144A,

or file

a

registration statement on Form

S-1. Using a Form

S-1 registration statement for

a public offering would

likely take significantly longer

than using a registration statement on Form S-3 and increase our transaction costs, and could, to the extent we are not able to conduct

offerings

using

alternative

methods,

adversely

impact

our

ability to

raise

capital

or

complete acquisitions

of

other

companies

in

a

timely manner.