Form S-3 - Registration statement under Securities Act of 1933

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As filed with the Securities and Exchange Commission on November 26, 2024

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________

FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________

LESAKA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Florida	98-0171860
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

President Place, 4th Floor

Cnr. Jan Smuts Avenue and Bolton Road

Rosebank, Johannesburg, South Africa

27-11-343-2000

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Ali Mazanderani

Executive Chairman

Lesaka Technologies, Inc.

President Place, 4th Floor

Cnr. Jan Smuts Avenue and Bolton Road

Rosebank, Johannesburg, South Africa

Tel: [phone]

(Name, address, including zip code, and telephone number including area code, of agent for service)

Copy to:

Eric Orsic, Esq.

McDermott Will & Emery LLP

444 West Lake Street, Suite 4000

Chicago, IL 60606-0029

Tel: [phone]

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [   ]

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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [   ]

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]	Accelerated filer                  [X]
Non-accelerated filer   [   ]	Smaller reporting company [X]
	Emerging growth company [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. [   ]

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay
its effective date until the registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act,
or until the registration statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed or supplemented. The selling shareholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the selling shareholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 26, 2024

PROSPECTUS

Lesaka Technologies, Inc.

14,678,393 Shares
Common Stock

This prospectus relates to the resale from time to time of up to 14,678,393 shares of common stock of Lesaka Technologies, Inc. by the selling shareholders listed on page 4, including their transferees, pledgees or donees or their respective successors, issued to the selling shareholders in connection with our acquisition of Adumo RF (Pty) Ltd ("Adumo"). We are registering these shares on behalf of the selling shareholders, to be offered and sold by them from time to time. We will not receive any proceeds from the sale of the shares offered by this prospectus.

We have agreed to bear all of the expenses incurred in connection with the registration of these shares. The selling shareholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of shares of our common stock.

The selling shareholders identified in this prospectus, or their respective transferees, pledgees, donees or other successors-in-interest, may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the methods of sale that may be used by the selling shareholders, see "Plan of Distribution." For a list of the selling shareholders, see "Selling Shareholders."

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus carefully before you make your investment decision.

Our common stock is listed on The Nasdaq Global Select Market ("Nasdaq") in the United States under the symbol "LSAK" and on the Johannesburg Stock Exchange (the "JSE") in South Africa under the symbol "LSK". Nasdaq is our principal market for the trading of our common stock. On November 22, 2024, the last reported sale price of our common stock on Nasdaq and the JSE was $3.26 and ZAR 90.01 per share, respectively.

We are a "smaller reporting company" under applicable Securities and Exchange Commission rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings. See "Prospectus Summary-Implications of Being a Smaller Reporting Company" for additional information.

Investing in our common stock involves risks that are referenced under the caption "Risk Factors" on page 3 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful and complete. Any representation to the contrary is a criminal offense.

 

This prospectus is dated November 26, 2024.

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TABLE OF CONTENTS

	Page
About This Prospectus	1
The Company	2
The Offering	3
Description Of Purchase Agreement With The Selling Shareholders	3
Risk Factors	3
Information Regarding Forward-Looking Statements	3
Use of Proceeds	4
Selling Shareholders	4
Plan of Distribution	6
Where You Can Find More Information	7
Incorporation Of Information By Reference	7
Legal Matters	7
Experts	7

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ABOUT THIS PROSPECTUS

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus may only be used where it is legal to offer and sell shares of our common stock. If it is against the law in any jurisdiction to make an offer to sell these shares, or to solicit an offer from someone to buy these shares, then this prospectus does not apply to any person in that jurisdiction, and no offer or solicitation is made by this prospectus to any such person. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus or that any information we have incorporated by reference herein is correct on any date subsequent to the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or of any sale of common stock. Our business, financial condition, results of operations and prospects may have changed since such date. Information contained on our website is not a part of this prospectus.

Unless the context otherwise requires, "Lesaka", "Company", "we", "us" and "our" refer to Lesaka Technologies, Inc. and its consolidated subsidiaries.

We have filed or incorporated by reference exhibits to the registration statement of which this prospectus forms a part. You should read the exhibits carefully for provisions that may be important to you.

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THE COMPANY

Overview

Lesaka is a South African Fintech company that utilizes its proprietary banking and payment technologies to deliver superior financial services solutions to Consumers and Merchants in Southern Africa.

Our vision is to build and operate the leading full-service fintech platform in Southern Africa.

Our core purpose is to provide financial services to Southern Africa's underserved consumers and merchants, improving people's lives and increasing financial inclusion in the markets in which we operate. We achieve this through our ability to efficiently digitalize the last mile of financial inclusion, providing a full-service fintech platform offering both cash and digital, and facilitating the secular shift from cash to digital that is currently taking place.

We offer a wide range of solutions including transactional accounts (banking), lending, insurance, cash management solutions, card acceptance, supplier payments, software services and bill payments. By providing a full-service fintech platform in our connected ecosystem, we facilitate the digitization of commerce in our markets.

In May 2024 we announced the acquisition of Adumo, an acquisition that closed in October 2024. The acquisition continues Lesaka's consolidation in the Southern African fintech sector and enhances Lesaka's strengths in both the consumer and merchant markets

Consumer (B2C)

Customers

Through Consumer we focus on South Africa's social grant beneficiaries, who have historically been excluded from traditional financial services. Our products are designed for consumers at the lower socioeconomic end of the market within Living Standards Measures ("LSMs") 1 to 6, which comprises approximately 26 million people as of 2023 (according to Genesis analytics). As of September 11, 2024, we had approximately 1.5 million active consumer customers.

Products

We offer consumers transactional accounts (banking), insurance, lending (short-term loans), payments solutions (digital wallet) and various value-added services to underserved consumers in South Africa. Our value proposition and products are designed to be simple, relevant and cost effective for our target market.

Merchant (B2B)

Customers

Through Merchant, we focus on micro-merchants, merchants and enterprises operating in the informal and formal sectors of the Southern African economy.

Micro-merchants, or informal sector merchants, are often sole proprietors, usually with lower revenues, that operate in rural areas or in informal urban areas and do not always have access to a full-suite of traditional banking products.

Merchants, or formal sector merchants, are generally in urban areas, have higher revenues and have access to multiple service providers.

Enterprises are large-scale corporate and government organizations, including but not limited to banks, mobile network operators ("MNOs") and municipalities.

Including micro-merchants and merchants, there are more than 2.7 million merchants in South Africa, of which more than 890,000 merchants are immediately serviceable merchants for Lesaka. Merchant currently has over 96,600 customers in Southern Africa, of which more than 87,000 are in South Africa (this excludes the impact of the Adumo acquisition, not effective as of June 30, 2024 which closed in October 2024).

Products

To micro-merchant and merchant customers (B2B), we offer cash management and digitalization solutions through our proprietary vault technology, card acceptance, supplier payments, software services, lending, prepaid accounts and bill payments to empower merchants to grow their businesses and transact more efficiently.

To larger enterprise customers (B2B), we offer bill and supplier payments and VAS products through our proprietary financial switch, as well as Ingenico point of sale device and maintenance, bank and SIM card production and other specialized technology products.

Corporate Information

We are headquartered in Johannesburg, South Africa. More information about us is available on our web site at www.lesakatech.com. Information on our web site is not incorporated by reference into this prospectus. Our principal executive offices are located at President Place, 4th Floor, Cnr. Jan Smuts Avenue and Bolton Road, Rosebank, Johannesburg 2196, South Africa. Our phone number is 27-11-343-2000.

Implications of Being a Smaller Reporting Company

We are a "smaller reporting company," meaning that the market value of our stock held by non-affiliates is less than $250 million as of our most recently completed second fiscal quarter. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal quarter.

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THE OFFERING

Common stock offered by selling shareholders:	14,678,393
Use of proceeds:	We will not receive any proceeds from the sale of shares in this offering.
Risk factors:	You should read the "Risk Factors" section included or incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.
Nasdaq Global Select Market and Johannesburg Stock Exchange Symbol:	"LSAK" and "LSK", respectively

 DESCRIPTION OF PURCHASE AGREEMENT WITH THE SELLING SHAREHOLDERS

On October 1, 2024, we completed our acquisition of Adumo. The acquisition was effected in accordance with the terms of a Sale and Purchase Agreement (the "Purchase Agreement") dated as of May 7, 2024, by and among us, Lesaka Technologies Proprietary Limited and the sellers named therein (the "Sellers"). At the closing of the acquisition, (i) we issued an aggregate of 17,279,803 shares of Lesaka's common stock and (ii) we paid ZAR 232.2 million ($13.4 million, translated at the prevailing rate of $1: ZAR 17.34 as of October 1, 2024). Pursuant to the Purchase Agreement, Lesaka, through its subsidiary, Lesaka SA, agreed to acquire, and the Sellers agreed to sell, all of the outstanding equity interests and certain claims in Adumo.

For a detailed description of the transaction contemplated by the Purchase Agreement with the selling shareholders and the securities issued pursuant thereto, see the section entitled "Selling Shareholders" in this prospectus. We filed the registration statement on Form S-3, of which this prospectus forms a part, to fulfill our contractual obligations under the Purchase Agreement and provide for the resale by the selling shareholders of the shares of common stock offered hereby.

RISK FACTORS

Our business is influenced by many factors that are difficult to predict, and that involve uncertainties that may materially affect our actual operating results, cash flows and financial condition. Before making an investment decision in our common stock, you should carefully consider the specific factors set forth under the caption "Risk Factors" in our periodic reports filed with the SEC that are incorporated by reference herein (including the "Risk Factors" section beginning on page 10 of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on September 11, 2024) together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus in light of your particular investment objectives and financial circumstances.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Forward-looking statements in this prospectus and the documents incorporated by reference herein are based on the beliefs and assumptions of our management and on information currently available. Forward-looking statements include information about possible or assumed future results of operations in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and other statements preceded by, followed by or that include the words "may", "will", "should", "could", "would", "expects", "plans", "intends", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of such terms and other comparable terminology.

These forward looking statements involve risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. The following important factors, among others, could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements:

• our ability to successfully integrate and achieve the expected benefits from acquisitions, including our recent acquisition of Adumo;

• our ability to service our debt, make scheduled debt repayments and comply with related restrictive and financial covenants;

• our ability to implement our strategic objectives, including prioritizing Southern Africa as our core market;

• our ability to compete successfully with other companies that offer financial services and payment processing services;

• our ability to achieve applicable broad-based black economic empowerment objectives in our South African operations; and

• our ability to manage the risks associated with operating in Southern Africa and other emerging markets, including fluctuations in foreign currencies against our reporting currency and the adverse effects of geopolitical conflicts.

Additional information concerning these and other risk factors that might cause or contribute to such differences include, but are not limited to, those discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and our other reports we file with the SEC after the date of this prospectus that will be incorporated by reference into this prospectus. You should not place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this prospectus. We undertake no obligation to release publicly any revisions to the forward-looking statements after the date of this prospectus.

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USE OF PROCEEDS

We are filing the registration statement of which this prospectus is a part to permit holders of the shares of our common stock described in the section entitled "Selling Shareholders" to resell such shares. We are not selling any securities under this prospectus and we will not receive any proceeds from the sale of shares by the selling shareholders.

The selling shareholders will pay any discounts, commissions, fees of underwriters, selling brokers or dealer managers and expenses incurred by the selling shareholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling shareholders in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, printing fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants.

SELLING SHAREHOLDERS

On May 7, 2024, Lesaka entered into the Purchase Agreement with Lesaka SA, and the sellers named therein. Pursuant to the Purchase Agreement and subject to its terms and conditions, Lesaka, through its subsidiary, Lesaka SA, agreed to acquire, and the Sellers agreed to sell, all of the outstanding equity interests and certain claims in Adumo. On October 1, 2024, we completed our acquisition of Adumo in accordance with the terms of the Purchase Agreement.

At the closing of the acquisition, (i) we issued an aggregate of 17,279,803 shares of Lesaka's common stock ("Consideration Shares") and (ii) we paid ZAR 232.2 million ($13.4 million, translated at the prevailing rate of $1: ZAR 17.34 as of October 1, 2024). Pursuant to the Purchase Agreement, Lesaka, through its subsidiary, Lesaka SA, agreed to acquire, and the Sellers agreed to sell, all of the outstanding equity interests and certain claims in Adumo.

In connection with the Purchase Agreement, we agreed to file a resale registration statement with the SEC to cover the resale of the shares.

The table below sets forth, to our knowledge, information concerning the beneficial ownership of shares of our common stock by the selling shareholders as of November 26, 2024. The information in the table below with respect to the selling shareholders has been obtained from the selling shareholders. When we refer to the "selling shareholders" in this prospectus, we mean the selling shareholders listed in the table below as offering shares, as well as their respective pledgees, donees, transferees or other successors-in-interest. The selling shareholders may sell all, some or none of the shares of common stock subject to this prospectus. See "Plan of Distribution."

The information set forth in the table below is based upon information obtained from the selling shareholders. Beneficial ownership of the selling shareholders is determined in accordance with Rule 13d-3(d) under the Exchange Act. The percentage of shares beneficially owned prior to, and after, the offering is based on 79,223,227 shares of common stock outstanding as of November 22, 2024, and includes the issuance of 17,279,803 shares of common stock upon the closing of the acquisition on October 1, 2024. Except as otherwise indicated, we believe that the selling shareholders have sole voting and investment power with respect to all shares of the common stock shown as beneficially owned by them. The beneficial ownership information presented in this table is not necessarily indicative of beneficial ownership for any other purpose.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares. Unless otherwise indicated below, to our knowledge, each selling shareholder named in the table has sole voting and investment power with respect to the shares of common stock beneficially owned by it, except to the extent authority is shared by spouses under applicable law. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for any selling shareholder named below.

Name of Selling Shareholder	Shares of Common Stock Beneficially Owned Prior to Offering				Number of Shares of Common Stock Being Offered		Shares of Common Stock to be Beneficially Owned After Offering (1)
	Number		Percentage				Number			Percentage
IFC Investors and Related Entities(2)	9,356,028		11.8	%	1,989,162			7,366,866			9.3	%
Apis Growth 13 Ltd(3)	6,604,062		8.3	%	6,604,062			-			-
African Rainbow Capital Financial Services Holdings Proprietary Limited(4)	2,325,814		2.9	%	2,325,814			-			-
Lirast (Mauritius) Company Limited(5)	2,258,254		2.9	%	985,922			1,272,332			1.6	%
Sun Road Investments 1 Proprietary Limited(6)	1,755,018		2.2	%	1,755,018			-			-
Fairhead Property Proprietary Limited(7)	281,101		*		281,101			-			-
Alexander Destiny Proprietary Limited(8)	255,970		*		255,970			-			-
Hardy and Hardy Proprietary Limited(9)	95,166		*		95,166			-			-
Izak Johan Steyn	102,650		*		102,650			-			-
Cinmot Proprietary Limited(10)	72,442		*		72,442			-			-
David Aberson	68,870		*		68,870			-			-
Mane Capital Proprietary Limited(11)	55,798		*		55,798			-			-
Crossfin Holdings (RF) (Pty) Ltd(12)	27,974		*		27,974			-			-
Stephen Mallaby	17,983		*		17,983			-			-
Janet Ernst	14,386		*		14,386			-			-
Jarret Wilson	14,386		*		14,386			-			-
Brian Anderson	11,689		*		11,689			-			-

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* Represents less than 1%

(1) We do not know when or in what amounts a selling shareholder may offer shares for sale. The selling shareholders might not sell any or might sell all of the shares offered by this prospectus. Because the selling shareholders may offer all or some of the shares pursuant to this offering, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, we cannot estimate the number of the shares that will be held by the selling shareholders after completion of the offering. However, except as otherwise stated, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the selling shareholders.

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(2) According to Amendment No. 2 to Schedule 13D/A filed by the IFC Investors and related entities with the SEC on August 19, 2022: (a) International Finance Corporation ("IFC") beneficially owns an aggregate of 2,267,239 common shares as to which it has sole voting and dispositive power, (b) IFC African, Latin American and Caribbean Fund, LP ("ALAC") beneficially owns an aggregate of 2,781,615 common shares as to which it has shared voting and dispositive power, (c) IFC African, Latin American and Caribbean Fund (GP) LLC ("ALAC GP") beneficially owns an aggregate of 2,781,615 common shares as to which it has shared voting and dispositive power, (d) IFC Financial Institutions Growth Fund, LP ("FIG") beneficially owns an aggregate of 2,318,012 common shares as to which it has shared voting and dispositive power, and (e) IFC FIG Fund (GP), LLP ("FIG GP") beneficially owns an aggregate of 2,318,012 common shares as to which it has shared voting and dispositive power. Each of ALAC, a United Kingdom limited partnership, and FIG, a United Kingdom limited partnership, is primarily engaged in the business of investing in securities. ALAC GP, a Delaware limited liability company, is primarily engaged in the business of serving as the general partner of ALAC. FIG GP, a United Kingdom limited liability partnership, is primarily engaged in the business of serving as the general partner of FIG. Each of ALAC and FIG are funds managed by IFC Asset Management Company LLC, a wholly-owned subsidiary of IFC, that invests third party capital in conjunction with IFC investments.

(3) Marie Antoine Daniel Richard Luk Tong and Xie Fei Pang Wong Lin have voting and investment power over the shares of common stock held. The shares are managed by Xie Fei Pang Wong Lin, a director of Apis Growth 13 Ltd.

(4) Meeneshree Milutinovic, Johannes Hendrik Petrus Van Der Merwe, Ntombiyoxolo Matyolo, Mmamodiane Refiloe Nkadimeng, Makhenkodwa Mlondolozi Mahlangeni,  Johan Van Zyl and David Piers Dyson Marshall  have voting and investment power over the shares of common stock held.

(5) Sanlam Trustees International Limited manages Sanlam Directors (BVI) Ltd and the authorized signatories are Nirmala Bahadur and Saroja Bundhoo.

(6) Paul Kent and Simone Michelle Kent have voting and investment power over the shares of common stock held.

(7) Grant Michael Manicom and Phillipa Louise Manicom have voting and investment power over the shares of common stock held.

(8) Vaughan Alexander is the investment manager of Alexander Destiny Proprietary Limited and also has voting and investment power over the shares of common stock held.

(9) Christopher Hardy has voting and investment power over the shares of common stock held.

(10) Stephen John Mallaby has voting and investment power over the shares of common stock held.

(11) Thomas Morrison has voting and investment power over the shares of common stock held.

(12) Anton Ross Gaylard, Dean Chad Sparrow, Robert Roger Grobler, Tebatso Morudi Edward Pitsi, Meeneshree Padayachy, Naomi Nethengwe, Tshepo and Sandile Dhlamini have voting and investment power over the shares of common stock held.

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PLAN OF DISTRIBUTION

The selling shareholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling shareholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling shareholders may use any one or more of the following methods when disposing of shares or interests therein:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• privately negotiated transactions;

• short sales;

• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

• a combination of any such methods of sale; and

• any other method permitted by applicable law.

The selling shareholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling shareholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling shareholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling shareholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

The selling shareholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling shareholders who are "underwriters" within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed with the selling shareholders to use commercially reasonable efforts to cause the registration statement of which this prospectus constitutes a part to become effective and to remain continuously effective until the earlier of: (i) the Sellers cease to own any Consideration Shares, or (ii) all of Consideration Shares are eligible for resale pursuant to Rule 144 (without volume restrictions and provided we are in compliance with the current public information requirement under Rule 144) promulgated by the SEC pursuant to the Securities Act.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our SEC filings are accessible through the internet at that website. Our reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports, are also available for download, free of charge, as soon as reasonably practicable after these reports are filed with the SEC, at our website at www.lesakatech.com. The content of our website is not a part of this prospectus.

This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and our securities. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements. You can obtain a copy of the registration statement from the SEC's website.

INCORPORATION OF INFORMATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering:

(a) Lesaka's Annual Report on Form 10-K for the year ended June 30, 2024, filed with the SEC on September 11, 2024;

(b) Lesaka's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on November 6, 2024;

(c) Lesaka's Current Reports on Form 8-K filed with the Commission on August 21, 2024, September 5, 2024, October 2, 2024, November 6, 2024 (with respect to Item 5.02 only) and November 14, 2024;

(d) The information specifically incorporated by reference into the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024 from the Company's Definitive Proxy Statement on Schedule 14A filed with the Commission on October 2, 2024;

(e) The audited financial statements of  Adumo (RF) Proprietary Limited at September 30, 2023 and for year ended September 30, 2023 included in Lesaka's Definitive Proxy Statement on Schedule 14A filed with the Commission on August 2, 2024;

(f) The unaudited financial statements of Adumo (RF) Proprietary Limited at March 31, 2024 and for the six months ended March 31, 2024  included in Lesaka's Definitive Proxy Statement on Schedule 14A filed with the Commission on August 2, 2024; and

(g) The description of our stock included in Exhibit 4.2 to our Annual Report on Form 10-K for the year ended June 30, 2024, filed with the SEC on September 11, 2024, including any subsequent amendments and reports filed for the purpose of updating such description.

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus but were not delivered with this prospectus (excluding exhibits to those documents unless they are specifically incorporated by reference into those documents). You can request those documents from Phillipe Welthagen, Executive Head: Investor Relations at President Place, 4th Floor, Cnr. Jan Smuts Avenue and Bolton Road, Rosebank, Johannesburg, South Africa, telephone [phone], e-mail [e-mail].

Information furnished under Items 2.02 or 7.01 (or corresponding information furnished under Item 9.01 or included as an exhibit) in any past or future Current Report on Form 8-K that we file with the SEC, unless otherwise specified in such report, is not incorporated by reference in this prospectus.

LEGAL MATTERS

McDermott Will & Emery LLP, Chicago, Illinois, will pass upon the validity of the shares of common stock being offered hereby.

EXPERTS

The financial statements of Lesaka Technologies, Inc. as of June 30, 2024, and for  the year ended June 30, 2024, and management's assessment of the effectiveness of internal control over financial reporting as of June 30, 2024 have been incorporated by reference herein, in reliance upon the reports of KPMG Inc, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report on the effectiveness of internal control over financial reporting as of June 30, 2024, expresses an opinion that Lesaka Technologies, Inc. did not maintain effective internal control over financial reporting as of June 30, 2024 because of the effect of material weaknesses on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states material weaknesses related to information technology general controls ("ITGCs"), specifically insufficient risk assessment, design and implementation, monitoring activities and training of individuals to operate controls in the areas of user access and program-change management for certain information technology ("IT") systems that support the financial reporting processes and insufficient design and implementation of controls and associated policies and procedures in the annual goodwill impairment assessment have been identified and included in management's assessment.

The financial statements of Lesaka Technologies, Inc. as of June 30, 2023 and for each of the two years in the period ended June 30, 2023, incorporated by reference in this prospectus by reference to Lesaka Technologies, Inc.'s annual report on Form 10-K for the year ended June 30, 2024, have been audited by Deloitte & Touche, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

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The financial statements of Adumo (RF) Proprietary Limited as of September 30, 2023 and for the year ended September 30, 2023, incorporated by reference in this prospectus by reference to Lesaka Technologies, Inc.'s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 2, 2024, have been audited by Deloitte & Touche, independent auditors, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

PART II

Information Not Required in Prospectus

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the expenses payable by us in connection with the offerings of the securities described in this registration statement being registered hereby.

SEC registration fee	$	11,888.02
Legal fees and expenses		(1)]
Accounting fees and expenses		(1)]
Miscellaneous fees and expenses		(1)]
Total	$	(1)

(1) Not presently known

Item 15. Indemnification of Directors and Officers

As a corporation incorporated in the State of Florida, we are subject to the Florida Business Corporation Act, or the Florida Act. Section 607.0831 of the Florida Act provides that a director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision to take or not to take action, or any failure to take any action, as a director, unless (1) the director breached or failed to perform his or her duties as a director and (2) the director's breach of, or failure to perform, those duties constitutes (a) a violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful, (b) a circumstance under which the transaction at issue is one from which the director derived an improper personal benefit, either directly or indirectly, (c) a circumstance under which the liability provisions of Section 607.0834 are applicable, (d) in a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful or intentional misconduct, or (e) in a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. A judgment or other final adjudication against a director in any criminal proceeding for a violation of the criminal law estops that director from contesting the fact that his or her breach, or failure to perform, constitutes a violation of the criminal law; but does not estop the director from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.

Section 607.0851(1) of the Florida Act permits, in general, a Florida corporation to indemnify any individual who is a party to a proceeding (other than a proceeding by, or in the right of, the corporation) because the individual is or was a director or officer of the corporation, or served another entity in any capacity at the request of the corporation, against liability incurred in such proceeding, if the director or officer acted in good faith, in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Section 607.0851(4) of the Florida Act provides that a corporation may not indemnify a director or an officer in connection with a proceeding by or in the right of the corporation except for expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, where such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, unless ordered to provide indemnification or advance expenses to such director or officer by a court, pursuant to Section 607.0854(1)(c) of the Florida Act, if the court determines, in view of all the relevant circumstances, that it is fair and reasonable to indemnify or to advance expenses to the director or officer.  If the director or officer was adjudged liable, indemnification shall be limited to expenses incurred in connection with the proceeding. Section 607.0853(1) of the Florida Act permits the corporation, before final disposition of a proceeding, to advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is or was a director or an officer if the director or officer delivers to the corporation a signed written undertaking of the director or officer to repay any funds advanced. Section 607.0858(1) of the Florida Act provides that the indemnification and advancement of expense provisions contained in the Florida Act are not exclusive, and a corporation may, by a provision in its articles of incorporation, bylaws or any agreement, or by vote of shareholders or disinterested directors, or otherwise, obligate itself in advance of the act or omission giving rise to a proceeding to provide any other or further indemnification or advancement of expenses to any of its directors or officers. Section 607.0859 of the Florida Act provides that a corporation may not indemnify or advance expenses to a director or officer if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) willful or intentional misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder; (ii) a transaction in which a director or officer derived an improper personal benefit; (iii) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; or (iv) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 are applicable, unless ordered to provide indemnification or advance expenses to such director or officer by a court, pursuant to Section 607.0854(1)(c) of the Florida Act, if the court determines, in view of all the relevant circumstances, that it is fair and reasonable to indemnify or to advance expenses to the director or officer.

Section 607.0852 of the Florida Act provides that a corporation must indemnify an individual who is or was a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because he or she is or was a director or officer of the corporation against expenses incurred by the individual in connection with the proceeding.

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Section 607.0857 of the Florida Act provides that a corporation shall have the power to purchase and maintain insurance on behalf of and for the benefit of an individual who is or was a director or officer of the corporation, or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, member, partner, trustee, employee, or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise or entity, against liability asserted against or incurred by the individual in that capacity or arising from his or her status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under the Florida Act.

Our amended and restated bylaws provide that we will indemnify any current or former director, officer, employee or agent against any liability arising from any action or suit to the fullest extent permitted by law. Advances against expenses may be made under our bylaws and any other indemnification agreement into which we may enter and the indemnity coverage provided thereunder may include liabilities under the federal securities laws as well as in other contexts. Our bylaws also permit us to purchase and maintain insurance on behalf of any current or former director, officer, employee or agent for any liability incurred by any of them in connection with, or arising out of, their actions in their capacity as our director, officer, employee or agent. Our bylaws also provide that any repeal or modification of the indemnification provisions of the bylaws shall not adversely affect any right or protection of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Reference is made to Article VI of our bylaws, incorporated hereto by reference.

We have entered into indemnification agreements with all of our directors, including directors also serving as officers. In general, these agreements provide that we will indemnify the director or officer to the fullest extent permitted by law for claims arising in his or her capacity as a director or officer of our company or in connection with their service at our request for another corporation or entity. The indemnification agreements also provide for procedures that will apply in the event that a director or officer makes a claim for indemnification.

Item 16. Exhibits

Exhibit No.	Description
2.1	Sale and Purchase Agreement, dated May 7, 2024, between Lesaka Technologies Proprietary Limited: Lesaka Technologies, Inc. and the parties listed in Annexure A. (incorporated by reference to Exhibit 2.1 to our Form 8-K filed on October 2, 2024 (SEC File No. 000-31203))
2.2	First Addendum to Sale and Purchase Agreement, dated October 1, 2024, between Lesaka Technologies Proprietary Limited; Lesaka Technologies, Inc. and the parties listed in Annexure A (incorporated by reference to Exhibit 2.2 to our Form 8-K filed on October 2, 2024 (SEC File No. 000-31203))
3.1	Amended and Restated Articles of Incorporation of Lesaka Technologies, Inc. (incorporated by reference to Exhibit 3.1 to our Form 8-K filed on May 17, 2022 (SEC File No. 000-31203))
3.2	Amended and Restated By-Laws of Lesaka Technologies, Inc. (as amended through May 2022) (incorporated by reference to Exhibit 3.2 to our Form 8-K filed on May 17, 2022 (SEC File No. 000-31203)).
5.1	Opinion of McDermott Will & Emery LLP
23.1	Consent of KPMG, Inc., Independent Registered Public Accounting firm of the Registrant
23.2	Consent of Deloitte & Touche, Predecessor Independent Registered Public Accounting firm of the Registrant
23.3	Consent of Deloitte & Touche, Independent Auditor of Adumo (RF) Proprietary Limited
23.4	Consent of McDermott Will & Emery LLP (included in exhibit 5.1)
24.1	Power of Attorney (included on the signature pages hereto)
107	Calculation of Filing Fee Tables

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act, to any purchaser:

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(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act, shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(5) That, for the purpose of determining liability of the undersigned registrant under the Securities Act, to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act, and will be governed by the final adjudication of such issue.

(8) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act, in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Johannesburg, South Africa on November 26, 2024.

	LESAKA TECHNOLOGIES, INC.
	By:	/s/ Ali Mazanderani
		Name: Ali Mazanderani
		Title: Executive Chairman

KNOW ALL PERSONS BY THESE PRESENTS, that each of the individuals whose signature appears below constitutes and appoints Ali Mazanderani, Dan Smith and Naeem E. Kola as the undersigned's true and lawful attorneys-in-fact and agents, with full and several power of substitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated below.

	/s/ Ali Mazanderani
	Name: Ali Mazanderani
	Title: Executive Chairman and Director (Principal Executive Officer)
	Date: November 26, 2024
	/s/ Dan L. Smith
	Name: Dan L. Smith Title: Group Chief Financial Officer and Director (Principal Financial and Accounting Officer) Date: November 26, 2024
	/s/ Naeem E. Kola
	Name: Naeem E. Kola
	Title: Director
	Date: November 26, 2024
	/s/ Kuben Pillay
	Name: Kuben Pillay
	Title: Director
	Date: November 26, 2024
	/s/ Antony C. Ball
	Name: Antony C. Ball
	Title: Director
	Date: November 26, 2024
	/s/ Nonkululeko N. Gobodo
	Name: Nonkululeko N. Gobodo
	Title: Director
	Date: November 26, 2024
	/s/ Sharron Venessa Naidoo
	Name: Sharron Venessa Naidoo
	Title: Director
	Date: November 26, 2024
	/s/ Steven J. Heilbron
	Name: Steven J. Heilbron
	Title: Director
	Date: November 26, 2024
	/s/ Lincoln C. Mali
	Name: Lincoln C. Mali
	Title: Director
	Date: November 26, 2024

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	/s/ Ekta Singh-Bushell
	Name: Ekta Singh-Bushell
	Title: Director
	Date: November 26, 2024
	/s/ Dean Sparrow
	Name: Dean Sparrow
	Title: Director
	Date: November 26, 2024

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Exhibit 5.1

McDermott Will & Emery LLP

444 West Lake Street, Suite 4000

Chicago, Illinois 60606

November 26, 2024

Lesaka Technologies, Inc.

President Place, 4th Floor

Cnr. Jan Smuts Avenue and Bolton Road

Rosebank, Johannesburg, 2196, South Africa

Re: Registration Statement on Form S-3 filed on November 26, 2024

Ladies and Gentlemen:

We have acted as counsel to Lesaka Technologies, Inc. (the "Company") in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Securities Act"), of the Company's Registration Statement on Form S-3 on November 26, 2024 (the "Registration Statement"), relating to the resale from time to time by certain selling stockholders of the Company of up to 14,678,393 shares of common stock, par value $0.001 per share, of the Company (the "Shares").

In rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, (ii) the Registration Statement and all exhibits thereto, and (iii) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.

In making the foregoing examination we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the originals of such copies. As to all questions of fact material to this opinion, where such facts have not been independently established, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials.

We do not express any opinion herein concerning any law other than the Florida Business Corporation Act.

Based upon the foregoing, and subject to the qualifications, assumptions, limitations and exceptions stated herein, we are of the opinion that the Shares have been duly authorized by the Company and are validly issued, fully paid and nonassessable.

This opinion speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion that might affect the opinions expressed therein.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We hereby also consent to the reference to our firm under the caption "Legal Matters" in the Registration Statement. We do not admit in providing such consent that we are included within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ McDermott Will & Emery LLP

McDermott Will & Emery LLP

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our reports dated September 11, 2024, with respect to the consolidated financial statements of Lesaka Technologies, Inc, and the effectiveness of internal control over financial reporting, incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus.

/s/ KPMG Inc.
Johannesburg, South Africa

November 26, 2024

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated September 12, 2023 relating to the financial statements of Lesaka Technologies, Inc., appearing in the Annual Report on Form 10-K of Lesaka Technologies, Inc. for the year ended June 30, 2024. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ Deloitte & Touche
Johannesburg, South Africa

November 26, 2024

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Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated July 22, 2024 relating to the financial statements of Adumo RF (Pty) Ltd. appearing in Lesaka Technologies, Inc.'s Proxy Statement dated August 2, 2024. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ Deloitte & Touche
Johannesburg, South Africa

November 26, 2024

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Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form type)

LESAKA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Newly Registered Securities
Fees to be Paid	Equity	Common Stock, par value $0.001 per share	457(o)	14,678,393 (1)	$5.29	$77,648,698.97	0.00015310	$11,888.02
Fees Previously Paid	-	-	-	-	-	-	.	-
	Total Offering Amounts					$77,648,698.97		$11,888.02
	Total Fees Previously Paid							-
	Total Fee Offsets							-
	Net Fee Due							$11,888.02

(1) The shares of common stock will be offered for resale by the selling shareholders pursuant to the prospectus contained in the registration statement to which this exhibit is attached. The registration statement registers the resale of an aggregate of 14,678,393 shares of the Registrant's common stock. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the shares of common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable upon stock splits, stock dividends, or other distribution, recapitalization or similar events.

(2) This estimate is made pursuant to Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant's common stock on November 22, 2024, as reported on the Nasdaq Global Select Market.

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