Nayax Ltd.

Foreign Filer Report • Aug 9, 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 August, 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 August 9, 2023, Nayax Ltd. posted on its website a corporate presentation titled "Nayax Q2 Earnings Presentation". A copy of the corporate presentation is furnished as Exhibit 99.1 hereto.

EXHIBIT INDEX

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

Exhibit Description

99.1Corporate Presentation titled "Nayax Q2 Earnings Presentation", dated August 9, 2023.

2

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: August 9, 2023

Exhibit 99.1

Important Disclosure

• This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company's securities, or a proposal to reseign 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 disclaimes, (ii) is bound by the restrictions set out herein, (iii) is permitted, in accordance with all applicable laws, to receive such information, (iv) is solehy responsible for his or her own assessment of the business and financial position of the Company and (y) 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 intended to replace a careful inspection of the Company's Financial Statements and other public filings, as reported to the Israeli Securities Authority and the Securities and Exchange Commission (the "Company's Reports"). In case of any inconsistencies between the information organided in this presentation and the Company's Reports, the information in this presentation is not a basis and should not be used as a basis for making any decisions in relation 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 any kind in relation to an investment, in the Company, whether legal, financial, tax, economic or otherwise. This presentation doces not replace the need for a potential investor to collect and analyze 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 advice 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 meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as arnended, and the Israeli Securities Law. 5728-1968). Many of the lonward-looking station can be identified by the use of forward-looking 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 relating 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 intertions in relation to various industries, the Company's intentions in the creation of collaborations and engagements, production and distribution in various countries, and other statements resurding 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 management. Such statements 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 pandemic and other global economic trends; changes in consumer tastes and preferences; fluctuations in inflation, interest rates in the slobal economic environment, over the warld; the availability of qualified personnel and the ability to retain such personnel; change in commodity costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax matters; other factors that may affect our financial condition, liquidity and results of operations; general economic, political, demographic and business conditions in Israel; the success of operating intilatives, including advertising and promotional efforts 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 filed 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-looking statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause 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 consided 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 forwardlooking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur.

Each forward-looking statement speaks only as of the particular statement. Except as resuired by law, we undertake no obligation to update publicly any forward-looking statements for any respon, to conform these statements to actual results or to changes 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 publick information released by 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 markets, which industry and markets, which the Company believes to be reasonable. 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 decobed above. These and cause results to differ resterially. 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 forward-looking information 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 metrics and financial measures in accounting principles generally accepted under International Financial Reporting Standards, or IFRS, this presentation contains Adjusted EBTDA, a non-IFAS 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 underske that the information appearing in this presentation is complete or accurate. The Corpony its employees, officers and its shareholders will not be responsible for damages and/or losses which may arise as aresult 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 change forecasts and/or evaluations included in the presentation in order that they will reflect events and/or circumstances which apply after the date of the presentation's preparations. No persons have any enresentations reserting 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 rot bird the Company or its managers and they have the right to change any item described in the presentation relating to the Company, at their sole discretion.
• The Corneary and its licensors have proprietant rights to trademarks used in this Presentation. Splely for convenience, trademarks and trade names referred to in this Presentation may appear without the "*" symbols, but the lack of such references is not intended to indicate, in any way, that the Cornpany will not asset, to the fullest extent possible under applicable law, its rights of the applicable licensor to these trademarks and trade names. This Presentation also contains trademarks of other companies, which are the property of their respective owners and are used for reference purposes only. Such use of other parties traderiaris, trade names or service marks should not be construed 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 (Nasdaq & TASE: NYAX) Q2 23 at a Glance

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

(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

• · Extended the relationship with Primo Water in the US with additional Nayax devices and plan to expand globally
• · The leading US unattended retail provider extended its program with Nayax by purchasing devices for a water refilling project at a large car manufacturer

Nayax

• · Oils Unkut is expanding in Nova Market in gas station stores.
• · Recently launched the Food & Beverage (F&B) module in Israel
• · Building presence in Hotel vertical, with three locations up and running.

9

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ev

· Added Synergy Energy as a new Tier 1 customer. Synergy Energy is Western Australia's largest energy retailer and generator. Synergy has chosen to rollout their EV DC chargers with Nayax devices embedded. This deployment of EV fast chargers with cashless payments is the first in Australia.

0

• Signed a new Tier 1 customer. This customer is the . leading full-service provider in the field of Smart Vending. The company has developed complete digitized vending machines, targeting high frequency locations such as shopping centers.
• We have developed solutions for Multifamily Residential vertical and started implementation. This vertical takes Nayax's payment solutions from the retail space to the consumer residential space.

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

"One Nayax" Strategy: End-to-End Platform Expanding TAM and Driving SaaS

Financial Overview

Powerful business model built on solid recurring revenue

Our Business Model is Working

Strong Revenue Growth (\$m)

Gross Profit (\$m)

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

Highlights Q2 Gross margin improvement was mainly attributed to our hardware component cost management execution and favorable hardware

selling prices.

High Recurring Revenue (\$m) (1)

Recurring Gross Profit (\$m)

Highlights

High recurring revenue Grew by 43% YoY. Primarily driven by exceptionally strong payment processing fees YoY growth of 51%. SaaS revenue Grew by 32% YoY.

Highlights Gross Profit grew 32% YoY. Q2 gross margin reflects an increased shift to higher processing payment fees than SaaS revenue.

Improved Profitability from Moderating Expenses and Operating Efficiencies

(2) for hernel your compress (2020) vince color of production in trensate ill trensate ill tour carder on the varies model no 3222 . Algundation in 12 202 . Allisted BTO As 1

Consistent Track Record Of Expanding Footprint

Number of Managed and Connected Devices (thousands)

Global Cashless Payment Trends Driving Transactions

Number of Transactions (millions)

2023 Outlook

Metric	FY 2023
Revenue (constant currency)	\$235 - \$240M
Revenue Growth YoY	At least 35%
Operating expenses	Remain flat from Q4 2022 annualized run rate
Adjusted EBITDA	\$3 - \$7M

Guidance Assumptions

• · Continued execution of strategic growth plans; benefits of secular trends in digital payments.
• · Customer demand continues to be strong
• · Assumes no material changes in macroeconomic conditions

(1) Ve canotecracies (102-Ajusted BTDA to a presso ale effor the constructions and other conting netics and of ou condo a not ou condo a not ou condo a no condo prediced this tine, which una also infraction could have significants coulares of August 3, 202. Ay use of she on a subsquent deelosent consible gulance-confimation as subscuenciale a for CautionaryStatement for a discussion of factors to differ materially from outlock. See Appendix for details related to constant currency,

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 loT POS, growing SaaS revenue and payment processing fees and services offering through our growth engine initiatives.
	Adjusted EBITDA	Target of 30%.

Guidance of August 9, 2023. Any usegent dated on continetin a colsub subsequent date. Reer to Carbonay Statement for a discussion of factors that could result m differ materially from outlook. Mid-term defined as over the next 3-5 years.

Appendix

CAPEX growth due to additional capitalization

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)
	Q2 2023	Q2 2022
Loss for the period	(3,973)	(10,349)
Finance expense, net	40	1,499
Tax expense	226	235
Depreciation and amortization	3,156	1,932
EBITDA	(551)	(6,683)
Expenses in respect of share-based compensation	1,425	2,063
Non-Recurring issuance costs		866
Share of loss of equity method investee (1)	383	570
ADJUSTED EBITDA (2)	1,257	(3,184)

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

(2) For historial years comparison (2018-2020), when excluding (1) poduct control new in hor non-sales employees hat was introduced in Q3 2021, Adjusted EBITDA for Q2 2022 and Q2 2023 improvedto \$1.3M and \$2.8M respectively.

Historical 2018-2022 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.

	Quarter ended as of (U.S. dollars in thousands)
	2020	2021	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 primaliy of (i) fees and experses, other tand commissions, incured in connection with our May 2021 initial public offering on the TASE and (ii) expenses incured 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.

Existing Customer Expansion

cohort over the years presented. Each

whom we received revenue for the first

Revenue generated within a given

cohort represents customers from

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.

Revenue Churn

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

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