LSAK Lesaka Technologies Inc

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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

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FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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LESAKA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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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

(Address of Principal Executive Offices)

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Amended and Restated 2022 Stock Incentive Plan

(Full title of the plan)

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Ali Mazanderani

Executive Chairman

Lesaka Technologies, Inc.

President Place, 4th Floor

Cnr. Jan Smuts Avenue and Bolton Road

Rosebank, Johannesburg, South Africa

(Name and address of agent for service)

__________________

27-11-343-2000

(Telephone number, including area code, of agent for service)

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Copy to:

Eric Orsic, Esq.

McDermott Will & Emery LLP

444 West Lake Street, Suite 4000

Chicago, IL 60606-0029

Tel: (312) 372-2000

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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	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		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 the Securities Act. ☐

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Lesaka Technologies, Inc. (the "Company") to register (i) an additional 3,000,000 shares (the "Amendment Shares") of the common stock, par value $0.001 per share (the "Common Stock"), of the Company reserved for issuance under the Amended and Restated 2022 Stock Incentive Plan of Lesaka Technologies, Inc., as amended (the "Plan" and as amended to include the Amendment Shares, the "Plan Amendment") and (ii) 300,000 shares of Common Stock (the "Recycled Shares," and, together with the Amendment Shares, the "Shares") that may become available for issuance pursuant to the share counting and share recycling provisions of the Plan, including upon the expiration, cancellation, forfeiture or other termination of awards.  The Plan Amendment was adopted by the Company's Board of Directors on April 11, 2024, subject to shareholder approval, which was obtained at a Special Meeting of Shareholders held on June 3, 2024. 

The Shares being registered are in addition to the shares of Common Stock registered on the Company's Form S-8 filed with the Securities and Exchange Commission (the "Commission") on November 16, 2022 (File No. 333-268414) (the "Prior Registration Statement").

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of additional securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement, to the extent relating to the registration of Common Stock issuable under the Plan, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the Commission are incorporated by reference in this registration statement:

(a)	the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the Commission on September 11, 2024;
(b)	the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Commission on November 6, 2024;
(c)	the Company'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 the Company's Common Stock, set forth in the Company's registration statements pursuant to Section 12 of the Exchange Act, and any amendment or report filed for the purpose of updating such description, including Exhibit 4.2 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Company under Items 2.02 or 7.01 of any Current Report on Form 8-K that the Company may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

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 signature page).
99.1	Amended and Restated 2022 Stock Incentive Plan, as amended and restated effective November 16, 2022, is incorporated herein by reference to Exhibit A to the Company's definitive Proxy Statement on Schedule 14A filed on September 30, 2022.
99.2	Amendment to Amended and Restated 2022 Stock Incentive Plan, as amended effective June 3, 2024, is incorporated herein by reference to Appendix B to the Company's definitive Proxy Statement on Schedule 14A filed on April 22, 2024.
107	Calculation of Filing Fee Tables.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 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
		Ali Mazanderani  Executive Chairman

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ali Mazanderani, Dan L. Smith and Naeem E. Kola, and each of them, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, 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 to all intents and purposes as he or she 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 by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on November 26, 2024.

	/s/ Ali Mazanderani
	Name: Ali Mazanderani
	Title: Executive Chairman
	Date: November 26, 2024
	/s/ Dan L. Smith
	Name: Dan L. Smith
	Title: Group Chief Financial Officer, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)
	Date: November 26, 2024
	/s/ Naeem E. Kola
	Name: Naeem E. Kola
	Title: Group Chief Operating Officer and Director
	Date: November 26, 2024
	/s/ Kuben Pillay
	Name: Kuben Pillay
	Title: Lead Independent Director and 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/ 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/ Venessa Naidoo
	Name: S. Venessa Naidoo
	Title: Director
	Date: November 26, 2024
	/s/ Ekta Singh-Bushell
	Name: Ekta Singh-Bushell
	Title: Director
	Date: November 26, 2024
	/s/ Dean C. Sparrow
	Name: Dean C. Sparrow
	Title: Director
	Date: November 26, 2024

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EXHIBIT 5.1

[Letterhead of McDermott Will & Emery LLP]

November 26, 2024

Lesaka Technologies, Inc.

President Place, 4th Floor

Cnr. Jan Smuts Avenue and Bolton Road

Rosebank, Johannesburg, South Africa

Re: Lesaka Technologies, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We are rendering this opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering an aggregate of 3,300,000 shares (the "Shares") of Common Stock, $0.001 par value (the "Common Stock"), of Lesaka Technologies, Inc., a Florida corporation (the "Company"), consisting of an additional 3,000,000 shares of Common Stock authorized for issuance under the Amended and Restated 2022 Stock Incentive Plan, as amended (the "Plan"), plus 300,000 shares of Common Stock that may become available for issuance pursuant to the share counting and share recycling provisions of the Plan.

We have examined and relied, to the extent we deem proper, on certificates of officers of the Company as to factual matters, and on the originals or copies certified or otherwise identified to our satisfaction, of all such corporate records of the Company and such other instruments, documents and records which we have deemed relevant and necessary for the purposes of the opinion expressed herein. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies.

Based on the foregoing, we advise you that, in our opinion, all corporate proceedings necessary for the authorization, issuance and delivery of the Shares have been duly taken and, when issued in accordance with the provisions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

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

We consent to the filing of this opinion as an exhibit to the Registration Statement and we consent to the use of our name wherever it appears in the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ 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.

/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-8 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.

/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-8 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.

/s/ Deloitte & Touche
Johannesburg, South Africa

November 26, 2024

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Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(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 Rule

Amount Registered (1)

Proposed Maximum Offering Price Per Share (2)

Maximum Aggregate Offering Price (2)

Fee Rate

Amount of Registration Fee (2)

Equity

Common Stock, par value $0.001 per share

457(c) and 457(h)

3,300,000

$5.29

$17,457,000

0.00015310

$2,672.67

Total Offering Amounts

$17,457,000

-

Total Fee Offsets

-

Net Fee Due

$2,672.67

(1) Lesaka Technologies, Inc. is filing this Registration Statement on Form S-8 to register an aggregate of 3,300,000 shares of its common stock, par value $0.001 per share ("Common Stock"), which may be issued pursuant to the Amended and Restated 2022 Stock Incentive Plan, as amended (the "Plan"), consisting of (i) 3,000,000 shares of Common Stock reserved for issuance pursuant to the terms of the Plan and (ii) 300,000 shares of Common Stock that may become available for issuance pursuant to the share counting and share recycling provisions of the Plan, including upon the expiration, cancellation, forfeiture or other termination of awards. In addition, in accordance with Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall be deemed to cover any additional shares of Common Stock, which may be issued pursuant to the Plan to prevent dilution from stock splits, stock dividends or similar transactions.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, and based on the average of the high and low prices of the shares of the Common Stock, as reported on the Nasdaq Global Select Market on November 22, 2024.

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