Nayax Ltd.

Investor Presentation • May 10, 2023

S S E D G A R b i i H d u m s s o n e a e r u m m a r y
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

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

This amended Form 6-K is filed to correct a typographical error that appeared in the corporate presentation titled "Nayax Q1 Earnings Presentation" that Nayax Ltd. furnished as an exhibit earlier today on Form 6-K.

A copy of the revised corporate presentation correcting the typographical error 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 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 receive such offers, In addition, this presentation is not an offer to the Company's securities. By attending or viewing this presentation, exch attendee ("Attendee") agrees that he or she (i) has read this disclaimer, (ii) is bound by the restrictions set out herein, fill is permitted, in accordance with all applicable laws, to receive such information, (iy) is soley resoursible 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 soley 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 careful inspection of the Company's Financial Statements and other public filings, as reported or will be reported to the Israeli Securities Authority and the Securities 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 later will prevalion 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 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 futher 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, guidance, forecass, estimates, assessments and other information pertaining to future events and/or matters, whose materialization is uncertain and is beyond the Company's 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 amended, and the Israeli Securities Law, 5728-1968). Many of the forward-looking 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 and evaluations relating to the Company's business targets and strategy, the success of trias and the integration of the Company's technology in various systems and industries, the advantages of the Company's existing and future products, timelables regarding of the Company's developments and the expected commencement of production, sales and distribution of the Company's intentions in relations in relations in relation to various industries, the Company's intentions in relation of colliborations 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-booking 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 global economic environment over the world; the availability 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 braei, the success of operating including advertising and promotional efforts and new product and concept development by us and other risk factors discussed under "Risk Factors" in our annual report. on Form 20-F filed with the SC 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. 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 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 reflected in the forward-looking statements are ressonable, we cannot guarantee that future results, levels of activity, performances reflected in the forward-looking statements will be achieved or will accur.

Each forward-looking statement speaks only as of the particular statement. Except as required by low, we undertake no obligation to update publicy ary forward-looking statements 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 bodies, and data provided to the Company in the framework of copperation engagements, concerning the industry, position and the markes 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 publicly 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 decribed 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 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 FRS, this presentation contains Adjusted EBTDA, a non-FRS financial measure, as a measure, as a measure, as a measure, as a me to evaluate our past results and future prospects. Please refer to the Appendix for a delinition of Adjusted EBITDA and for a reconcilition 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, is employees, officers and its shareholders will not be responsible for damages and/or losses which may arise as a 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 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 relies events and/or circumstances which apply after the date of the presentation's presparation's presparation's presparation's p No persons have been authorized to make any 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 "8" 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 trademarks and 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

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

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

Bringing a Global Solution to the Local Market

Recent Key Business Highlights

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

Highlights

caused by global

revenue and

SaaS revenue.

Q1 2023 margins still

reflect the disruption

component shortages,

higher POS devices

the shift to higher

processing fees than

Strong Revenue Growth (\$m)

Gross Profit (\$m)

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

High Recurring Revenue (\$m) (1)

Strong Recurring Gross Profit (\$m)

Consistent Track Record Of Expanding Footprint

Global Cashless Payment Trends Driving Transactions

4 52%

Q12022 Q12023

269

410

Nayax

Higher Operating Expenses to Support Strategic Growth Plan

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

Depreciation and Amortization (\$m)

Adjusted EBITDA (\$m)

R&D Expense (\$m) (1)

Highlights 90 Highlights \$7.5 7.2 Increase in Q1 Consistently profitable \$4.3 \$3.1 over past years. Q1 2023 ਦੇ ਰੋ 2023 YoY Adjusted EBITDA 4.8 primarily due to \$2.6(2) \$1(z) \$2.8(2) improved by \$2.7 0.9 investment in \$(0.3) (z) 3.0 0.8 million. Adj. EBITDA was automation. \$(0.6) 2.6 2.0 (0.6) million compared \$(3.3) \$(4.0) to negative \$3.3 in Q1 2022 primarily due to a significant reduction in 2019 2020 2021 2022 2018 Q1 2022 Q1 2023 operating expenses. \$(12.7) Amortization of Intangible Assets Depreciation of PPE - R&D Depreciation of PPE - G&A Depreciation IFRS 16 2019 2020 2021 2022 2018 Q1 2022 Q1 2023 (1) Excluding share based compensation and Amortization Nayax

(2) For hancel (401) and extransal de (1) product cars increase de lo global compress not tap restructures intrage (1) bonus plant was introduced on (2021 Adult (0) 2022 and 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) We canoteconde coped 2024 (10) to e pectain items training trasmatie effort be and ober continent and our conding mair san or ourcement be resord prodiced this itine, which unation couble he significan in maces on on 195 finances of May 2022. Ary usegor side eyest constitute guidence recomment and subscuner re-onfirmation and subs CautionaryStatement for a discussion of factors that sto differ materially from outlook. See Appendixfor details related to constant currery.

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 and May 10, 2023. Any usequent ate continue guidence ecommission and such subscussion for a discussion of accussion of for schild could assess and reulist of francou materially from outlook. Mid-term defined as over the next 3-5 years.

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.

Appendix

CAPEX growth due to additional capitalization

IFRS to Non-IFRS

The following is a reconciliation 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)
	Q1 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 years ompanis (2008-200), iner ecolor opperts shorage (1) cons parts in morestes included n CS201, Agisted EBTDA (1020). Ad 2020 inqued to \$(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 IFRS financial measure, to Adjusted EBTDA for each 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)

(1) Consists pinariy of () feesand expensions increet in comedion with ou libr ou libr ou libr of initial polico fring on the FASE and (i) eqenses incurres in connection in our l Nasdaq in September 2022

(2) Equity method investee grew due to our 2021 investment 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 conort 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), deprecation 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 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