Nayax Ltd.

Foreign Filer Report • May 15, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2024

Commission file number: 001-41491

NAYAX LTD.

(Translation of registrant's name into English)

Arik Einstein Street, Bldg. B, 1st Floor Herzliya 4659071, Israel (Address of principal executive offices) _____________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

On May 15, 2024, Nayax Ltd. posted on its website a corporate presentation titled "Nayax Q1 2024 Earnings Presentation". A copy of the corporate presentation is furnished as Exhibit 99.1 hereto.

The information in this Form 6-K (including Exhibit 99.1 hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.

EXHIBIT INDEX

The following exhibit is furnished as part of this Form 6-K:

Exhibit Description

99.1 Corporate Presentation titled "Nayax Q1 2024 Earnings Presentation", dated May 15, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NAYAX LTD.

By: /s/ Gal Omer

Name: Gal Omer Title: Chief Legal Officer

Date: May 15, 2024

Nayax Nayax Q1 2024 Earnings Presentation May 15, 2024

Important Disclosure

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Today's Presenters Sagit Manor

Yair Nechmad CEO & Co-Founder

CFO

Company Overview

Nayax (Nasdag & TASE: NYAX) Q1-24 at a Glance

Adjusted EBITDA is a non-lFRS financial measure. Please refer to the Appendixfor a definition of Adjusted EBITDA andfor
a reconciliation of Adjusted EBITDA tothe most dire

Bringing a Global Solution to the Local Market

Nayax Solves Multi-Dimensional Challenges Across the Ecosystem

Driving Growth with One Complete Solutions for all Retailers

Recent Key Business Highlights

Organic Growth Strategy for Sustained Long-term Profitable Growth

Inorganic Growth: Three Pillars of M&A

Financial Overview

Complete End-To-End Solution Locks in Customers to Secure Solid Recurring Revenue

Our Business Model is Working

Improved Profitability from Moderating Expenses and Higher Operating Efficiencies

Consistent Track Record Of Expanding Footprint

Global Cashless Payment Trends Driving Transactions

2024 Outlook (1)

Metric	FY 2024
Revenue expectations (constant currency)	\$325m - \$335m
Revenue growth YoY	At least 38%
Hardware margins	25%-27%
Adjusted EBITDA	\$30m - \$35m
Free Cash Flow	Positive

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Mid-Term and Long-Term Outlook

• · Looking ahead, we remain excited about our strong long-term growth drivers and the large market opportunities ahead of us.
• · Our durable business model is demonstrated by our diverse customers, verticals and geographies. With strong secular tailwinds and with our high net revenue retention rate, we believe we have a clear opportunity to drive revenue growth in the future.

Mid-Term Outlook
Revenue Growth	Reaffirming mid-term outlook of 35% annual growth, driven by organic growth initiatives and strategic M&A.
Growth Drivers	Customer growth, market penetration, continued expansion of our integrated payments platform as well as our growth engines.
Long-Term Outlook
Revenue Growth	Reaffirming long-term outlook of 35% annual growth, driven by organic growth initiatives and strategic M&A.
Gross Margins	Target of 50% Main drivers: providing leasing options for loT POS, growing SaaS revenue and payment processing fees and services offered through our growth engine initiatives.
Adjusted EBITDA	Target of 30%

Guidance sof May 15, 204. Ary vage of sibeguistere recommisors of subscuencial. Refer o Cacional Area consistent for a discusion fectros har could cause as a reality of fi materially from outlook

Appendix

CAPEX Breakdown

IFRS to Non-IFRS

The following is a reconciliation of loss for the period, the most directly comparable IFRS financial measure, to Adjusted EBITDA for each of the periods indicated.

	Quarter ended as of (U.S. dollars in thousands)
	Mar 31, 2024	Mar 31, 2023
Loss for the period	(4,956)	(5,527)
Finance expense, net	2,388	78
Tax benefit (Income tax expense)	(239)	259
Depreciation and amortization	4,518	2,631
EBITDA	1,711	(2,559)
Expenses in respect of share-based compensation	1,453	1,560
Non-recurring issuance (1)	128
Share of loss of equity method investee (2)	290	358
ADJUSTED EBITDA	3,582	(641)

(1) Consistsprimerily of fees and expenses, ober the reserved in connections incurned in connection with our March 2024 underwritter U.S. public offering.
(2) Share of

Key Definitions

Managed and Connected Devices that are operated by our customers.

Revenue Churn

The percentage of revenue lost as a result of customers leaving our platform in the last 12 months.

End Customers

Customers that contributed to Nayax revenue in the last 12 months.

Existing Customer Expansion

Revenue generated within a given cohort over the years presented. Each cohort represents customers from whom we received revenue for the first time, in a given year.

Recurring Revenue SAAS revenue and payment processing fees.

Adjusted EBITDA

Adjusted EBITDA is a non-IFRS financial measure that we define as loss for the period plus finance expenses, tax expense (benefit), depreciation and amortization, share-based compensation costs, non-recurring issuance costs and our share in losses of associates accounted for by the equity method.

Constant Currency

Nayax presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. Future expected results for transactions in currencies other than United States dollars are converted into United States dollars using the exchange rates in effect in the last month of the reporting period. Nayax provides this financial information to aid investors in better understanding our performance. These constant currency financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with IFRS.

Dollar-based net retention rate

Measured as a percentage of Recurring Revenue from returning customers in a given period as compared to the Recurring Revenue from such customers in the prior period, which reflects the increase in revenue and the rate of losses from customer churn.

Thank you!

IR Contact: Aaron Greenberg Chief Strategy Officer Aarong@nayax.com

Website: ir.nayax.com