Nayax Ltd.

Foreign Filer Report • Jul 17, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,, D..C.. 2200554499

FORM 66--K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 1133a--1166 OR 1155d--1166 UNDER THE SECURITIES EXCHANGE ACT OF 11993344

For the month of July,, 22002255

Commission file number:: 000011--4411449911

NAYAX LTD..

((Translation of registrant's name into English))

Arik Einstein Street,, Bldg.. B,, 11st Floor Herzliya 44665599007711,, Israel ((Address of principal executive offices))

_____________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 2200--F or Form 4400--F..

Form 2200--F ☒ Form 4400--F ☐

EXPLANATORY NOTE

On July 1166,, 22002255,, Nayax Ltd.. ((the "Company")) held an Annual General Meeting of Shareholders ((the "Meeting")).. The proxy statement for the Meeting was furnished by the Company to the Securities and Exchange Commission as an exhibit to its Report on Form 66--K on June 55,, 22002255 and is incorporated herein by reference.. Each of the proposals brought before the shareholders at the Meeting has been approved by the applicable required majority in accordance with the Israeli Companies Law,, 55775599--11999999,, and the Company's amended and restated articles of association..

This Form 66--K is hereby incorporated by reference into all effective registration statements filed by the Company with the U..S.. Securities and Exchange Commission ((the "SEC")) or with the Israel Securities Authority ((the "ISA")),, including without limitation the Company's Registration Statement on Form S--88 filed with the SEC ((File No.. 333333 --226677554422)),, the Company's Registration Statement on Form F--33 filed with the SEC ((File No.. 333333--227744881122)) and the Company's Shelf Prospectus filed with the ISA..

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 11993344,, 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:: July 1177,, 22002255