Nayax Ltd.

Foreign Filer Report • Nov 7, 2023

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 November, 2023

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 November 7, 2023, Nayax Ltd. posted on its website a corporate presentation titled "Nayax Q3 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:

ExhibitDescription

99.1Corporate Presentation titled "Nayax Q3 Earnings Presentation", dated November 7, 2023.

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: November 7, 2023

Exhibit 99.1

Important Disclosure

• This presentation is intended to provide general information only and should not be considered, as an offer to purchase or sell the Company's securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the Company's securities. By attending or viewing this presentation, esch attendee ("Attendee") agrees that he or she (i) has read this disclaimer, (ii) is bound by the restrictions set out herein, (iii) is permitted, in accordance with all applicable laws, to receive such information, (iv) is soley responsible for his or her own assessment of the business and financial position of the Company and (v) will conduct his or her own analysis and be solely responsible for forming the Attender's view of the potential future performance of the Company's business.
• The information in this presentation is provided for contain comprehensive information, but merely summary information in a condensed form. This presentation does not and is not intended to replace a careful inspection of the Company's Financial Statements and other public filings, as reported to the Irraeli Securities Authority and the Securities and Eschange Commission (the "Company's Reports"). In case of any inconsistencies between the information provided in this presentation and the Company's Reports, The information in this presentation is not abass and should not be used as a basis for making any decision to the Company, including any decision to purchase securities of the Company. Any such decision should be based on the Company's Reports and following the receipt of appropriate professional advice. The information provided in this presentation is not, and should not be considered to be, a recommendation or an opinion of any kird in relation to an investment in the Company, whether legal, financial, tax, economic or otherwise. This presentation does not replace the need for a potential investor to collect and analyze further information for their due consideration. Every potential investor must obtain their own independent advice and guidance, in connection with a potential investment in the Company, including tax abvice which takes into account the investor's own tax position
• This presentation includes projections, guidance, forecasts, estimates, assessments and other information pertaining to future events and/or matters, whose materialization is uncertain and is beyond the Company's control, and which constitute forward looking statements (within the maning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the braeli Securities Law, 5728-1968). Many of the fanyants contained in this presentation can be identified by the use of forward-boking words such as "anticipate" "could," "expect," "should," "plan," "intend," "estimate" and "potential," among others. Forward-looking statements include, but are not limited to expectations and evaluations relaing to the Company's business and strategy, the success of trials and the integration of the Company's technology in various systems and industries, the advantages of the Company's existing and future products, timetables regarding completion of the Company's developments and the expected commencement of production, sales and distribution of the Company's products and technology, the Company's intentions in relation to various industries, the Company's intentions in relation of collaborations and engagements, production and distribution in vanious countries, and other statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our managements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to of various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of the COVID-19 pardemic, geopolitical events and conflict, such as the war between Israel and other global economic trends; changes in consumer tastes and preferences; fluctuation, interest rate and exchange rates in the global economic environment over the world; the availability of qualified personnel and the ability to retain such personnely costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax may affect our financial condition, liquidity and results of operations; general economic, political, demographic and business conditions in Israel; the success of operating initiatives, including advertising and new product and concept development by us and our competitors; and other risk factors discussed under "Risk Factors" in our annual report on Form 20-F liled with the SEC on March 1, 2023 (our "Annual Report"). The preceding list is not intended to be an exhaustive list of all of our forward-hooking statements. These statements are only estimates based upon our current expectations about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under "Risk Factors" in our Annual Report. You should not rely upon forward-looking statements as predictions of future events Although we believe that the expectations relies in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and circumstances reflected in the forward-booking statements will be achieved or will occur.

Each forward-looking statement speaks only as of the particular statement. Except as required by law, we undertake no obligation to update publicy any forward-looking statements for any reason, to conform these statements to actual results or to change in our expectations.

• In addition, the presentation includes data published by various bodies, and data provided to the Company in the framework of cooperation engagements, concerning the industry, competitive position and the markets in which the Company operates, whose content was not independently verflied by the Company is not responsible for the accuracy or completeness of such date or whether the data is up-to-date, and Company takes no responsibility for any reliance on the data.
• Management estimates contained in this presentation are derived from public's available information released by independent industry analysts and other third-party sources as well as data from the Company's internal research, and are based on assumptions made by the Company upon reviewing such data, and the Company's experience in, and industry and markets, which the Company believes to be ressonable. In addition, projections, assumptions and estimates of the industry in which the Company operates and the Company's future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by the Company. Industry publications, research, surveys and studies generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other formation obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this presentation.
• In addition to various operational measures in accordance with accounting principles generally accepted under International Financial Reporting Standards, or IFRS, this presentation contains Adjusted EBITDA, a non-FRS financial measure, as a measure to evaluate our past results and future prospects. Please refer to the Appendix for a definition of Adjusted EBTDA and for a reconciliation of Adjusted EBITDA to net income (loss).
• The Company does not confirm or undertake that the information appearing is complete or accurate. The Company its employees, officers and its shareholders will not be responsible for damages and/or has are uit of the use of the information contained in this presentation. The Company is not responsible for any changes to the economic, financial or legal situation relating to the Company and its business. The Company does not undertake to update and/or evaluations included in the presentation in order that they will rellect events and/or circumstances which apply after the date of the presentation's preparations. No persons have been authorized to make any representations regarding the information contained in this presentation, and if given or made, such representations should not be considered as authorized. The content of this presentation does not bind the Company or its managers and the right to change any item described in the presentation relating to the Company, at their sole discretion.
• · The Company and its licensors have proprietary rights to trademarks used in this Presentation. Schley for convenience, trademarks and trade names referred to in this Presentation may appear without the ""or """ symbols, but the lack of such references is not intended to indicate, in any way, that the Company will not asset, to the fullest extent possible under applicable law, its rights of the applicable licensor to these trade names. This Presentation also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners and are used for reference purposes only. Such use of other parties' trademarks, trade names or service marks should not becomstrued to imply, a relationship with, or an endorsement or sponsorship of the Company by any other party.

Today's Speakers

Yair Nechmad CEO and Co-Founder

Sagit Manor CFO

Company Overview

Our Vision and Mission

6-9

OUR VISION Redefining commerce to benefit communities around the world

OUR MISSION To simplify commerce and payments for retailers while driving growth, optimizing operations, and enhancing consumer engagement

Nayax (Nasdag & TASE: NYAX) Q3 23 at a Glance

Recurring revenue includes SaaS revenue and payment processing fees (1)

(2) Based on SaaS revenue and payment processing fees.

Bringing a Global Solution to the Local Market

1 Based on SaaSrevenue and payment processing fees. See definition in the Appendix.

Nayax's platform increases sales and decreases costs for retailers

Recent Key Business Highlights

0

• · Signed partnership agreement with a leading US automobile manufacturer for EV chargers in each dealership for public usage.
• · Extended existing customer relationship with the largest unattended US retail provider.
• · Rolled out new additional support hub.

Nayax

• · Implemented our first Hospitality solution in the Netherland. Includes a unique offering allowing loyalty to be used between different channels.
• · Recently launched the Food & Beverage (F&B) module in Israel. Won major opportunity with a leading online food ordering platform in the UK.
• · Signed definitive agreement to acquire Retail Pro International.

· Added a new channel partner, Atlantis Trinkwassertechnik in Germany. The channel will be a reseller for all of Nayax payment and technology solutions. Nayax Shop | Start (nayax-shop.de)

• · Announced a strategic partnership with Giift, a global leader in loyalty technology solutions.
• · This collaboration marks a significant milestone for the loyalty industry by introducing the world's first open-loop Loyalty to Payments™ solution, powered via CoinBridge by Nayax's patented technology
• · Nayax and Gifft will revolutionize the loyalty experience by seamlessly bridging the gap between loyalty and payment systems.
• · Signed a strategic partnership with Turkey's Duzey, the largest Koç Holding company in the fast-moving consumer goods sector.
• · Partnership was initiated with the installation of Nayax devices on vending machines in public locations and factory locations throughout Turkey
• · Expansion to locations in Europe with the potential to bring tens of thousands of units from offering Nayax's comprehensive technology and solutions to the region.

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Proven Growth

For example, revenue from new customers in 2018 grew more than 5 times over the next 4 years.

(1) See Appendix for definition of existing customer expansion.

Strategy for Sustained Long-term Growth

Nayax continues to execute its strategic growth plan while remaining focused on balancing top line growth with a path to profitability

Continue to expand S) O internationally Win new large enterprise and SME customers globally Enter emerging, highgrowth verticals Continue to innovate and develop new solutions Retain and grow with existing customers

Nayax 11

Pursue targeted and strategic M&A

"One Nayax" Strategy

Accelerates Execution of Growth Strategy

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Financial Overview

Powerful business model built on solid recurring revenue

Our Business Model is Working

High Recurring Revenue (\$m) (1)

Recurring Gross Profit (\$m)

Highlights

Primarily driven by continued strong payment processing fees with YoY growth of 57%. SaaS revenue grew 35% YoY.

Gross Profit (\$m)

improvement.

(1) Recurring Revenue: SaaS Revenue and Payment processing fees.

Improved Profitability from Moderating Expenses and Higher Operating Efficiencies

(1) Excluding share-based compensation and Amortization

(2) for historial years carped on (2022), who reculture and any (1) band storm (1) born short in render enclayes than intradeced in 2022), Agisted GMC (102 And GMTS Artists (

Consistent Track Record Of Expanding Footprint

Number of Managed and Connected Devices (thousands)

Global Cashless Payment Trends Driving Transactions

Highlights

Growth across all geographies with our strong customer expansion as well as shift in customer behavior toward cashless payments

2023 Outlook

· Continued execution of \$235 - \$240M Revenue (constant currency) At least 35% Revenue Growth YoY · Customer demand continues Remain flat from Q4 2022 · Assumes no material changes Operating expenses annualized run rate Adjusted EBITDA - raising the lower end of \$4 - \$7M the guidance range	Metric	FY 2023

(1) Ve cannot expected 2024/jused EFTD to e presso alle effort beause errain in remaint in pact net increasonal prescribed on our conding metricane and ou condo and or conor tine, which une a significantin pact non iPS francial reality of Case of Novement des on considere desent constitute and consiste consiste and consiste and consiste and consi CautionaryStatement for a discussion of factors that neults to differ materially from outlook. See Appendixfor details related to constant currery.

Summary

• · Founder-led mentality with a mission and performance culture.
• · Growth exposure to large and underpenetrated global markets for cashless payment adoption and secular tailwinds driving growth in our core unattended market.
• · Ability to expand total addressable market and drive additional SaaS revenue from our emerging growth engines.
• · Diverse business model across revenue, customer and geography with high recurring revenue.
• · Seasoned management team with deep Payment industry experience.
• · Accelerated path to profitability driven by revenue outperformance and focused cost management.

Mid-Term and Long-Term Outlook

	Mid-Term Outlook
Looking ahead, we remain excited about our strong long-term growth drivers and the large market opportunities ahead of us.	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.
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.	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 IoT POS, growing SaaS revenue and payment processing fees and services offering through our growth engine initiatives.
	Adjusted EBITDA	Target of 30%.

Guidance so l'ovenber ), 202. Ary use of sition a subsequent dat. Refer Caute en deserver de. Refer o Cautomary Statement for a dicussion of factors that could coused and so differ materially from outlook. Mid-term defined as over the next 3-5 years.

Appendix

Higher CAPEX

Capex (\$m)

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)
	Sep 30, 2023	Sep 30, 2022
Loss for the period	(3,094)	(9,867)
Finance expense, net	1,237	531
Tax expense	384	159
Depreciation and amortization	3,219	2,357
EBITDA	1,746	(6,820)
Expenses in respect of share-based compensation	1,279	1,835
Non-Recurring issuance costs		824
Share of loss of equity method investee (1)	503	428
ADJUSTED EBITDA (2)	3,528	(3,733)

(1) Equity method investee is related to our 2021 investment in Tigapo.

(2) For historialyears comparison(2020-2022), vienese dueto global conponents shortage (i) bonus planfor non-sales mployees hat was introduced in Q3

2021, Adjusted EBITDA for Q3 2022 and Q3 2023 improvedto \$0.5M and \$6.1M respectively.

Historical 2020-2022 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.

	Year ended as of (U.S. dollars in thousands)
	Dec 31, 2020	Dec 31, 2021	Dec 31, 2022
Loss for the period	(6,083)	(24,769)	(37,509)
Finance expense, net	3,874	1,655	3,021
Tax expense	(15)	632	451
Depreciation and amortization	5,908	7,198	9,028
EBITDA	3,684	(15,284)	(25,009)
Expenses in respect of share-based compensation	2,965	8,850	8,747
Non-Recurring Issuance costs(1)		1,879	1,790
Share of loss of equity method investee(2)		538	1,794
ADJUSTED EBITDA	6,649	(4,017)	(12,678)

(1) Consists primarily of (i) fees and experience discurt and commission, incured in connection with our May 2021 initial public offering on the TASE and (ii) experses incurr connection with our listing on Nasdaq in September 2022.

(2) Equity method investee grew due to our 2021 investment in Tigapo.

Key Definitions

Managed and Connected Devices that are operated by our customers.

End Customers

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

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.

Revenue Churn

The percentage of revenue lost as a result of customers leaving our platform 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.

Dollar-based net retention rate

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

Thank you!

IR Contact: Virginea Stuart Gibson VP, Investor Relations virgineas@nayax.com

Website: ir@nayax.com