What changed in this filing

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Item 1A. Risk Factors

2024-11-06 compared with 2024-05-08 · 192 added, 119 removed, 7 unchanged (98% of the section changed)

4 unchanged sentences

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

operations and stock price.

The completion

Adumo acquisition

is subject to

conditions precedent,

including receipt

of shareholder

regulatory approvals and certain third-party consents.

Some of these conditions

are outside our control.

consideration of the purchase price.

Under the terms of the of the transaction agreement we need to obtained

this approval by no later

certain materials

shareholders in

the shares to

the Adumo sellers.

engage external

service providers

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.

governmental and regulatory authorities.

The regulatory approval processes may

take a lengthy period of time to complete,

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.

the completion

acquisition is

other things,

or circumstance

occurring that

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

business operations or financial results.

provide any assurance regarding if or

when all conditions precedent to the acquisition

will be satisfied or waived.

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

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

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

associated with

service offerings

of operations,

including the

regulatory rules required to operate its business.

Further, there are

numerous challenges, risks

involved with integrating

the operations

of Adumo with

integrating Adumo into

our company will require

significant attention from our

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

Integrating Adumo

into our company

may require significant

attention from our

senior management which

may divert their attention

organizations and the necessity of retaining and integrating personnel,

including Adumo’s key employees.

Our Sarbanes-Oxley

2002 (“Sarbanes”)

management certification

attestation regarding

the effectiveness

financial reporting

likely exclude

the operations

close the transaction in fiscal 2025.

The requirement to evaluate and report on our internal controls

also applies to companies that we

As a group of South

African private companies, Adumo is not required to

comply with Sarbanes prior to the

time we acquired

reporting would

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,

may divert their

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

services of these individuals will be important to the continued

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

key employees

to sufficiently

integrate them,

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.

third-party suppliers,

vulnerable to

supply shortages

fluctuations, which

our business.

smart cards, ATMs,

electronic payment

and POS devices,

components for our

safe assets, components

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,

increase their prices,

find alternative

timely manner

with a critical shortage.

could harm our ability to meet customer

demand and cause our revenues

Even if we are

to secure alternative sources in a timely manner,

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

interruption,

semiconductors, or

beyond current

suppliers’ capabilities

to distribute

our equipment

acquire new customers

interruption in the

supply of the

hardware necessary to

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.

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.

this arrangement were

to terminate,

without alternate

also required

requirements of

payment schemes,

our services under

partnerships with South

African banks.

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.

(“EPE”) business activities require

us to be registered as

a bank in South Africa

or to have access to an

existing banking license.

are not currently so registered,

but we have an agreement

with Grindrod Bank, a subsidiary

of African Bank Limited, that

relevant laws

and regulations.

be terminated,

Furthermore, we have

to comply with the

South African Financial

Intelligence Centre Act,

2001 and money

laundering and terrorist

implement and

monitor responses

legislation and

regulations may

significant fines

or prosecution

and ourselves.

requirements of

payment schemes,

including VISA

and Mastercard.

have deployed

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.

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,

processing services

in partnership

largest banks

these agreements

be terminated,

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.

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

such requirements

the non-complying

the imposition

and/or civil or criminal liability.

intermediaries between financial product

suppliers and consumers in

South Africa to register

as financial service providers.

Insurance was

granted a Financial

Service Provider,

license on June

EasyPay Financial

Services (Pty) Ltd

suspended, we

continuing our

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

with a third party FSP.

Furthermore, the

proposed Conduct

Institutions Bill

significant changes

current licensing

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors