Nayax Ltd.

Investor Presentation • Mar 1, 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 March, 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 March 1, 2023, Nayax Ltd. posted on its website a corporate presentation titled "Nayax Q4 and FY 2022 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 Q4 and FY 2022 Earnings Presentation", dated March 1, 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 Compliance Officer

Date: March 1, 2023

Nayax

Nayax Q4 and FY 2022 Earnings Presentation

March 1, 2023

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 attended ("Attendes") 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 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 beyond the Company's control, and which constitute forward Jooking 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), including Company's 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 intention to various industries, the Company's intentions in relation of collaborations and engagements in licensing agreements, production in various countries.
• . This presentation contains statements that constitute forward-looking statements. 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-looking statements include, but are not limited to, 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 management. Such statements are subject to risks 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 tends; change in consumer tastes and preferences; fluctuations in inflation, interest rates in the global economic environment aves the world; the availability of qualify to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax mat may affect our financial condition, liquidity and results of operations; general economic, political, demographic and business conditions in Irae; the success of operating initiatives, including 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 intentive list of all of our forward-boking statements. The forward- booking statements are based on our beliefs, assumptions of future performance, taking into account the information currently available to us. 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 not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations relieved in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance 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 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.

• The forward- looking statements are based on our beliefs, assumptions of future performance, taking into account the information currently available to us. 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 forwards. In particular, you should consider the risks provided under "Risk Factors" in our Annual not rely upon forward-hooking statements as predictions of future events. Although we believe that the forward-looking statements are ressonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forwardlooking 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 publicly any 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 coperation engagements, concerning the industry, competitive position and the Company operates, whose content was not independently verflied 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 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 knowledge of, such 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 described above. These and other factors could cause results to differ materially from those extinates 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.
• 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 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 change forecasts and/or evaluations included in the presentation in order that they will relieve streumstances which apply after the date of the presentation's preparations. No persons have been authorized to make any resertations regarding the information contained in this presentation, and if given or made, such representations should not be content of this presentation does not bind the Company of 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 ""or "" symbols, but the lack of such references is not intended to indicate, in any way, that the Company will not assert, 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 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 or sponsorship of the Company by any other party.

Today's Speakers

Yair Nechmad CEO and Co-Founder

Sagit Manor CFO

Company Overview

Nayax's platform increases sales and decreases costs for retailers

Bringing a Global Solution to the Local Market

Recent Key Business Highlights

• Deepened our preferred OEM relationship with Vend Tech International
• Launched Nayax Capital
• EV METER and TIBA Parking Systems signed an agreement in which TIBA will distribute EV METER's charging technologies through its distributor network in the US.

40 AVIA fuel stations won in Germany with Nayax cashless at toilet access control together with our solution partner Götz Ticket GmbH

Weezmo signed an agreement with HelloAgain, one of the leading Loyalty companies in EU. HelloAgain will use Weezmo technology to scale to tens of thousands of anticipated new clients in EU.

• Completed full issuer processor and Mastercard integrations

• Received Mastercard approval to launch for Europe and UK

• Signed Israeli distribution and partnership agreement with CAL

EV METER and Sonol EVI signed an agreement in which Sonol EVI, one of the largest CPOs in Israel, will use EV METER's technologies to operate their charging network.

Land and Expand Yielding Higher Customer Loyalty

Existing Customer Expansion (\$m) (1)

(1) Please see Appendix for definition of existing customer expansion.

Nayax

9

Financial Overview

Powerful business model built on solid recurring revenue

Our Business Model is Working

Strong Revenue Growth (\$m) CAGR: 37% 174 Highlights Another strong 69 119 record revenue in ↑ 48% Q4. Grew 48% 79 48 YoY as we 64 49 50.9 continued to રૂટ 105 28 34.4 benefit 21.3 24 13.6 from growing 29.6 25 20.8 hardware and 2020 2021 2022 2018 2019 Q4 2021 Q4 2022 recurring revenue. SAAS revenue and Payment processing fees Integrated POS Sales

Gross Profit (\$m)

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

High Recurring Revenue (\$m) (1)

Strong Gross Recurring Profit (\$m)

Consistent Track Record Of Expanding Footprint

Global Cashless Payment Trends Driving Transactions

Higher Operating Expenses to Support Strategic Growth Plan

Highlights

YOY

Reflects

4% Growth in Q4 2022

increased investment

in talent acquisition,

infrastructure.

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

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

36% Growth in Q4 2022 YOY

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

\$4.3

2018

Depreciation and Amortization (\$m)

Initiates 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
Revenue	We expect revenue, 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	We expect operating expenses to moderately increase by 5% from Q4 2022 annualized run rate.
Adjusted EBITDA	We expect Adjusted EBITDA to break-even in 2023.

Guidance sof Mach , 2023. Any usepent datable guidence recommision as of subsequent det. Refer to a diocension of for construction of for constructures and a realis p 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 Mach. 2 202. Any usepent date over oconfimition as of subsequent date. Reer to Caphoney Statement for of succession of for construction of for constructions an differ materially from outlook. Mid-tem defined as over the next 3-5 years.

Strategy for Sustained Long-term Growth

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.

CAPEX growth due to additional capitalization

21

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.

	Year ended as of (U.S. dollars in thousands)		Quarter ended as of (U.S. dollars in thousands)
	2022	2021	Q4 2022	Q4 2021
Loss for the period	(37,509)	(24,769)	(7,513)	(9,992)
Finance expense, net	3,021	1,655	132	(402)
Tax expense	451	632	7	618
Depreciation and amortization	9,028	7,198	2,731	1,867
EBILDA	(25,009)	(15,284)	(4,643)	(7,909)
Share-based payment costs	8,747	8,850	1,747	3,496
Non-recurring issuance costs (1)	1,790	1,879	100	77
Equity method investee (2)	1,794	538	295	414
ADJUSTED EBITDA (3)	(12,678)	(4,017)	(2,501)	(3,922)

(1) Consists pimarily of (j fes and expenses, other than underwrier discunt and commissions, incurred in connection with our May 2021 initial public offeing on the TASE and ( expenses incurred in connection with our listing on Nasdaq in September 2022.

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

(3) For historical years comparison (2018-2020), when excluding (1) bonus plant shortage (i) bonus plan for non-sales employees that was introduced in Q3 2021, Adjusted EBITDA for Q4 2021 and Q4 2022 improved to positive \$0.1M and \$1M, respectively.

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.

Thank you!

IR Contact: ir@nayax.com

Website: ir.nayax.com