What changed in this filing

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Item 1A. Risk Factors

2025-05-07 compared with 2025-02-05 · 133 added, 20 removed, 179 unchanged (46% of the section changed)

5 unchanged sentences

We may not be able

to successfully integrate Adumo’s

operations with our business.

to successfully integrate Adumo and Recharger’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

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.

million ($27.0

million) investment

Integrating these

businesses into

significant attention

senior management

which may divert their attention from our day-to-day business.

The difficulties of integration may be increased by cultural differences

organizations

employees and management team.

The services of some of these individuals will be important to the continued growth and success of

Adumo and Recharger’s business and to our ability to integrate those businesses

If we were to lose the

services of these key

sufficiently integrate

these businesses

successfully would

materially and

adversely impacted.

As such, if we are unable to successfully integrate Adumo and Recharger’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,

156 unchanged sentences

Service Provider,

June 9, 2015,

and EasyPay Financial

license on June

EasyPay Financial

Services (Pty) Ltd

12 unchanged sentences

was published for public comment on September 29, 2020.

Proposed regulatory changes to the national payments system are expected to have a substantial impact on the South African

payments industry.

It may change

the manner in

which we conduct

to increased operating

costs for our

business as we work to ensure compliance with the new legislative

and regulatory framework, which may have a material adverse

effect on our business.

African Reserve

Bank (“SARB”)

certain draft

regulatory documents

for commentary

a substantial

business namely:

activities within

(the “Directive”);

“Designation by the

Prudential Authority of

specific activities conducted

in the national

payment system which

shall be deemed

to constitute

‘the business

paragraph (cc)

(the “Exemption

(iii) the National

Payment System

Bill”), which

existing National

Payment System

proposed regulations

available for

detailed comments

industry body,

Association of

South African Payment Providers, on the proposed regulations.

The key objectives of the proposed regulations are to

clarify the mandate and objectives of the

SARB with respect to the national

regulations also aim

to promote financial

inclusion, competition, the

prevention of financial

crime, and the

fair treatment and

while introducing

an activity-based

licensing and

authorization

the Directive

authorisation from the

SARB to undertake

such activity.

Under the Exemption

Notice, certain payment

activities are exempted

the definition of ‘the business of a bank’.

Exemption Notice, these activities could only be undertaken by a bank.

Exemption Notice,

these activities

undertaken by

non-banks, subject

including EasyPay Everywhere,

Adumo and Kazang Pay,

currently undertake activities which

would qualify as “payment

Directive and

the NPS Bill.

current regulatory

framework, these

activities are

undertaken in

partnership with

sponsoring bank and the sponsoring bank is

subject to regulation by the SARB.

In other words, the business undertaking the “payment

activity” is not subject to direct regulation with respect to such payment activities.

regulations will

non-bank such

relevant Lesaka

authorised by the

our businesses

be subject to

direct regulation

under this new regime (i.e., if our current sponsorship model

is no longer available), we expect that we

will incur significant operating

costs to comply

requirements, and

authorization with

respect thereto.

while some requirements

may already exist under

other current regulatory frameworks

for certain of our

businesses, we will likely

need to invest in additional

resources, systems and processes to

satisfy the regulatory requirements contemplated in the

proposed regulations, which may also lead

to increased operational costs, which may have a material adverse effect

on our business.

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