LESAKA TECHNOLOGIES INC

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

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

accordance

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.

Geopolitical conflicts,

including the

conflict between

Russia and

Ukraine and

in the Middle

East, may

adversely affect

our

business and results of operations.

Global economic and

geopolitical conditions continue

to influence the

environment in which

we operate. Since

our year ended

June 30, 2025,

heightened geopolitical tensions, including

the conflict between

Russia and

Ukraine and ongoing

conflicts in the

Middle

East, have contributed to volatility in global financial markets and increased

macroeconomic uncertainty.

We

have

no

direct

assets

or

revenue

exposure

in

the

regions.

However,

the

effects

of

these

developments

may

adversely

impact

the

South

African

environment,

our

primary

market,

through

foreign

exchange volatility,

inflationary pressures, tighter external funding conditions,

and reduced consumer affordability.

has

concluded

that

developments

in

the

geopolitical

environment

have

not

resulted

in

changes

to

our

position,

or

cash

flows

since

the

year

ended

June

30,

Therefore,

no

changes

have

occurred that

require adjustment to,

or separate disclosure

in, the condensed

interim financial information,

and that our

existing risk

management framework and mitigating actions, as disclosed in the

annual financial statements, remain appropriate.

Geopolitical

conditions

remain

fluid,

and

we

to monitor

developments.

Any material

changes

to

our

risk

profile

or

financial position will be disclosed in accordance with applicable regulatory

requirements.

Our use of artificial

intelligence (“AI”) may

present risks that could

adversely affect our

business, results of operations

and

reputation.

While our use of AI is not currently material, we may increasingly incorporate AI technologies into

our systems, operations and

product offerings. The development,

deployment and use of AI present

a number of risks and uncertainties.

AI systems may produce

inaccurate, unreliable

or otherwise flawed

outputs, including

as a result

of limitations

in model

design, training

data quality,

bias or

other technical constraints. Any such issues could impair the effectiveness

of our products and services or expose us to liability.

The use of

AI may also

increase cybersecurity,

privacy,

intellectual property

and operational risks.

For example,

the use of

AI

may

involve

the

processing

of

sensitive

data,

reliance

on

third-party

tools,

or

the

generation

of

outputs

that

are

misused

or

misinterpreted.

In

addition,

AI

technologies

may

introduce

new

or

evolving

vulnerabilities

that

could

be

exploited,

and

our

risk

management processes may not be effective in identifying

or mitigating all such risks.

The legal and regulatory landscape relating to AI is rapidly evolving and uncertain. We

may be subject to existing and emerging

laws, regulations and regulatory

expectations in the United States

and other jurisdictions (including

South Africa) relating to,

among

other things, data protection,

consumer protection, intellectual

property and the use

of automated decision-making.

Compliance with

such requirements

may increase our

costs, limit the

use or effectiveness

of AI in

our business, or

require changes to

our products or

operations. Failure to comply with

applicable requirements, or the perception

that our use of

AI is inappropriate or

controversial, could

result in regulatory scrutiny,

litigation, reputational harm or competitive disadvantage.

As AI

technologies continue

to develop,

we may

not be

able to

anticipate or

effectively manage

all associated

risks. If

any of

these risks were to materialize, they could have

a material adverse effect on our business,

results of operations and financial condition.