Capital Structure

9 Months Ended

Mar. 31, 2025

Capital Structure [Abstract]

Capital Structure

11. Capital structure

Issue of shares to Connect sellers pursuant to April 2022 transaction

The total purchase consideration pursuant to the Connect acquisition in April 2022 includes

3,185,079

 shares of the Company’s

common stock. These shares of common stock will be issued in three equal tranches on each of the first, second and third anniversaries

of the April 14, 2022 closing. The Company legally issued

1,061,693

 shares of its common stock, representing the third tranche, to

the Connect sellers in April 2025, and this had no impact on the number of shares, net of treasury, presented in the unaudited condensed

consolidated statement of changes in equity during the nine months ended March 31, 2025 because the

3,185,079

 shares are included

in the number of shares, net of treasury, as of June 30, 2024, and March 31, 2025.

October 2024 repurchase of common stock and issue of shares in Recharger transaction

On October 1, 2024, the Company, through Lesaka SA, and Crossfin Holdings entered into a share purchase agreement under

which Lesaka SA purchased

2,601,410

 of the

3,587,332

 Consideration Shares for ZAR

207.2

 million ($

12.0

 million). The transaction

was settled in early October 2024, and the shares of the Company’s common stock repurchased have been included in the Company’s

treasury shares included in its unaudited condensed consolidated statement of changes in equity for the three and nine months ended

March 31, 2025, respectively. The repurchase was made outside of the Company’s $

100

 million share repurchase authorization.

The Company, through Lesaka SA, issued

1,092,361

 of the

2,601,410

 shares of the Company’s common stock to the Seller under

the terms of Recharger Purchase Agreement described in Note 2. The Company recognized a gain of $

0.4

 million on issuance of these

which is included in the caption additional paid-in-capital in the unaudited condensed consolidated statement of changes in equity for

the three and nine months ended March 31, 2025, respectively. 

11. Capital structure (continued)

Redeemable common stock issued pursuant to transaction with the IFC Investors

Put Option

Refer to Note 14 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for

the year ended June 30, 2024, for additional information regarding its redeemable common stock issued pursuant to transaction with

the IFC Investors. Certain IFC Investors were investors in Adumo and the Company issued an aggregate of

1,989,162

 additional shares

of its common stock at a price of $

4.79

 to these IFC Investors pursuant to the Purchase Agreement. The Company and the IFC Investors

amended and restated the Policy Agreement (“Amended and Restated Policy Agreement”) to include these additional shares issued to

the IFC Investors to also be covered by the put right included in the Amended and Restated Policy Agreement. The Company accounted

for these

1,989,162

 shares as redeemable common stock as a result of the put option. The Company believes that the put option has

no value and, accordingly, has not recognized the put option in its consolidated financial statements.

Impact of non-vested equity shares on number of shares, net of treasury

The following table presents a reconciliation between the number of shares, net of treasury, presented in the unaudited condensed

consolidated statement of changes in equity during the nine months ended March 31, 2025 and 2024, respectively, and the number of

shares, net of treasury, excluding non-vested equity shares that have not vested as of March 31, 2025 and 2024, respectively:

March 31,

March 31,

2025

2024

Number of shares, net of treasury:

Statement of changes in equity 

81,278,900

64,466,830

Less: Non-vested equity shares that have not vested as of end of period

2,816,172

3,131,469

Number of shares, net of treasury, excluding non-vested equity shares that have not

vested 

78,462,728

61,335,361