Nayax Ltd.

Foreign Filer Report • May 10, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 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 May 10, 2023, Nayax Ltd. posted on its website a corporate presentation titled "Nayax Q1 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:

ExhibitDescription

99.1Corporate Presentation titled "Nayax Q1 Earnings Presentation", dated May 10, 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/ Michael Galai

Name: Michael Galai Title: Chief Legal Officer

Date: May 10, 2023

Exhibit 99.1

Important Disclosure

• This presentation is intended to provide eeneral information only and is not 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, each attendee ("Attendee") agress that he or she (i) has read this disclaimer, (ii) is bound by the restrictions set out herein, (ii) is permitted, in accordance with all applicable laws, to receive such information, (iy) 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 Attended's view of the potential future performance of the Company's business.
• The information in this presentation is provided for convenience only. It does not contain comprehensive information, but merely summary information in a condensed form. This presentation does not and is not intended to replace a carelul inspection of the Company's Financial Statements and other public filings, as reported or will be reported to the Israeli Securities Authority and Exchange Commission (the "Company's Reports"). In case of any inconsistencies between the information provided in this presentation and the Company's Reports, the latter will presentation is this presentation is not a basis and should not be used as a basis for making any decisions in relation to the Company, including ary 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 kind in relation to an investment in the Company, whether legal, financial, tax, economic or otherwise. This presentation does not replace the reed for a potential investor to collect and analyze further independent 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 advice which takes into account the investor's own tax position.
• . This presentation includes projections, guilmates, assessments and other information pertaining to future events and/or matters, whose materialization is uncertain and is 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, and the Israeli Securities Law, 5728-1968). Many of the forward-hooking statements contained in this presentation can be identified by the use of forward-looking words such as "anticipate," "could," "expect," "should," "plan," "intend," "estimate" and "potential," among others Forward-hooking statements include, but are not limited to, expectations relating to the Company's business targets and strategy, the success of trials and the integration of the Company's technology in vanious systems and industries, the advantages of the Company's existing and future products, timetables regarding 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 variaus industries, the Company's intentions in relation of collaborations and engagements in licensing agreements, production in various countries, and other statements regarding our intent, belief or current expectations. Forward-hooking statements are based on our management's beliefs and assumption currently available to our management. Such statements are subject to risks and uncertainties, and actual results materially from those expressed or implied in the forward-boking 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 pardernic and other global economic trends; changes in consumer tastes and preferences; fluctuations in inflation, interest rates in the global economic environment over the waildbility of qualified personnel and the ability to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; 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 bracess of operating 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 ou forward-looking statements. These statements are only estimates based upon our current expections about future events. There are important factors that could cause our actual results, levels of activements to differ materially from the results, lesels 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 not rely upon forward-looking statements as presictions of future events. Although we believe that the expectations reflected in the forward-looking statements are cannot guarantee that future results, levels of activity, performances rellected in the forward-looking 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 forwards for any reason, to conform these statements to actual results or to changes in our expectations.

• In addition, the presentation includes data published by various boodies, and data provided to the Company in the framework of cooperation engagements, concerning the industry, competitive position and the Company operates, whose content was not independently verfled by the Company such that the Company is not responsible for the accuracy or completeress 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 publicle information released by independent industry analysts and other third-party sources, as well as data from the Company's internal research, and are by the Company upon reviewing such data, and the Company's experience in, and industry 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 extimate 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 measures in accordance with accounting principles generally accepted under International Financial Reporting Standards, or IFRS, this presentation contains Adjusted EBITDA, a non-IFRS financial measure, as a measure, to evaluate our past results and future prospects. Please refer to the Appendix for a delinition 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 in this presentation is complete or accurate. The Company, its employees, offices and its shareholders will not be responsible for damages and/or losses which may arise as result 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 relaing to the Company and its business. The Company does not undertake to undate and/or change forecasts and/or evaluations included in the presentation in order that they will relies events and/or circumstances which apply after the date of the presentation's preparation's preparation's preparation's prep 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 bird the Company or its manages and they have 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. Solely for convenience, trademarks and trade names referred to in this Presentation may appear without the "9" or "1" 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 be construed to imply, a relationship with, or an endorsement 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

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) at a Glance

Bringing a Global Solution to the Local Market

Recent Key Business Highlights

• Imperial, a Canteen franchise, chose Nayax as their technology partner for upgrading their cashless devices
• Developed our strategic partnership with TIBA, a global leader in the parking vertical

• We have partnered with Pandora, a leading jewelry brand, as a new retail customer in Israel We have launched the first
• Automated Grocery Store in Israel using our Kiosk

IWG Regus Global, signed a global agreement to provide our Payment Solution for Coffee Services, package deliver locker and now EV Tietoset Oy -CPO from Finland -launched a - EV METER started hosting fast DC charging

• Received a DISCOVER card issuing license for the US market
• Completed CoinBridge Apple Pay integration i
• Signed US infrastructure partners' agreements to provide ﺭ the CoinBridge service in the US: US issuer processor, and US Issuing bank

• pilot to lead implementation of new charging stations in Finland
• stations using the EVM CORE system a cloudbased management system that hosts charging stations using OCPP protocol

Nayax's platform increases sales and decreases costs for retailers

Proven Growth

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)

Highlights Q1 2023 margins still reflect the disruption caused by global component shortages, higher POS devices revenue and the shift to higher processing fees than SaaS revenue.

High Recurring Revenue (\$m) (1)

Highlights

High recurring revenue consisted of SaaS revenue and payment processing fees. Grew by 44% YoY.

Strong Recurring Gross Profit (\$m)

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

Consistent Track Record Of Expanding Footprint

Global Cashless Payment Trends Driving Transactions

Higher Operating Expenses to Support Strategic Growth Plan

Highlights

2022 YoY

9% Reduction in Q1

Reduction due to

development

expenditure

higher capitalization of

SG&A Expense (\$m) (1)

Highlights

26% Growth in Q1 2023 YoY

Reflects investment in talent acquisition, customer base expansion, and higher go-to-market expenses.

Nayax

Adjusted EBITDA (\$m)

(1) Excluding share based compensation and Amortizatio

(1) For hiterial (ves rampirant (2018) when excluding (1) product compress that was non sales employees that was introduced on 2022 . Adult of 2022 and 10, 2022 and 10, 2022 Improved to \$(0.3)M and \$2.8M respectively.

2023 Outlook

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

2023 outlook update
Revenue	Reaffirm revenue guidance - on a constant currency basis, to be in the range of \$235 million to \$240 million, representing year-over-year growth of at least 35%.
Operating Expenses	Positively revising guidance - operating expenses to stay flat from Q4 2022 annualized run rate.
Adjusted EBITDA	Raising guidance - We expect Adjusted EBITDA to be between \$3 to \$7 million in 2023. (1)

(1) Ve cannotecraced 2024/jused BTDA to esseable effort brease ent hemstratingst net increast net increasonal prestions and ou control and ou condo and be resorably produced tine, which una alable information on on WS finances of May 2022. Ary usæ of sile on subspendated on stube gulane re commerior as subscuent constitute goldere re commerior as CautionaryStatement for a discussion of factors that esults to differ materially from outlook. See Appendixfor details related to constant currency.

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 offering through our growth engine initiatives.
Adjusted EBITDA	Target of 30%.

Guidance as of May 10, 2023. Any usepent at e opidate recommation as of subsequent to a disussion of action of for susces and realist of for stration of accussion of accuss n materially from outlook. Mid-term defined as over the next 3-5 years.

Nayax

Summary

• · Leading, best-in-class global payments platform for unattended commerce with a complete end-to-end solution.
• · Highly talented team with focused execution on achieving strategic priorities.
• · Large total addressable market driven by the strong secular tailwinds with multiple growth levers.
• · Strong and consistent growth with high recurring revenues from SaaS and payment processing.
• · Well capitalized with a clear path to profitability.
• · Continue to balance top-line growth with focus on profitability.

Nayax

CAPEX growth due to additional capitalization

IFRS to Non-IFRS

The following is a reconcilation of loss for 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)
	01 2023	Q1 2022
Loss for the period	(5,527)	(9,780)
Finance expense, net	78	858
Tax expense	259	50
Depreciation and amortization	2,627	2,004
EBITDA	(2,563)	(6,868)
Expenses in respect of share-based compensation	1,560	3,102
Share of loss of equity method investee (1)	358	501
ADJUSTED EBITDA (2)	(645)	(3,265)

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

(2 For historial year sompressed in gibel compress shorage (i) borns (in tones (i) borus (in threates endryees that intested in C320). Advised EMTA (no 1202 and 1203 inqued \$(0.3)M and \$2.8M respectively.

Historical 2018-2022 IFRS to Non-IFRS

The following is a reconciliation of loss for the most directly comparable FRS financial measure, to Adjusted EBTDA for ach of the periods indicated.

	Quarter ended as of (U.S. dollars in thousands)
	2018	2019	2020	2021	2022
Loss for the period	(3,632)	(5,491)	(6,083)	(24,769)	(37,509)
Finance expense, net	5,018	2,545	3,874	1,655	3,021
Tax expense	(47)	(143)	(15)	632	451
Depreciation and amortization	2,949	4,817	5,908	7,198	9,028
EBITDA	4,288	1,728	3,684	(15,284)	(25,009)
Expenses in respect of share-based compensation		1,400	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	4,288	3,128	6,649	(4,017)	(12,678)

Consists pination of () (ees and expensions, incured in commisions, incured in comecion with ou May 2021 initial polico friend on the TASE and (i) exercio in connection in co (1) Nasdaq in September 2022

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

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.
• · 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.
• · 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 presents customers from whom we received revenue for the first time, in a given year.
• · Adjusted EBTDA 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 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 on currencies other than United States dollars are converted into United States dollars using the exchange rates in effect in the reporting period. Nayax provides this financial information to aid investors in better understande. 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.

Nayax

Thank you!

IR Contact: ir@nayax.com

Website: ir.nayax.com