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 March 2025
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 7, 2025, Nayax Ltd. (the “Company”) issued a press release titled “Nayax Announces Preliminary Results of Notes and Warrants Offering in Israel to Classified Investors”. A copy of the
press release is furnished as Exhibit 99.1 hereto.
This Form 6-K (including Exhibit 99.1) 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 ISA, including without limitation the Company’s Registration Statement on Form S-8 filed with the SEC (File No. 333-267542), the Company’s Registration Statement on Form F-3 filed with the SEC (File Nos. 333-274812) and the
Company’s Shelf Prospectus filed with the ISA.
EXHIBIT INDEX
The following exhibit is furnished as part of this Form 6-K:
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Description
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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.
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NAYAX LTD.
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By:
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/s/ Gal Omer
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Name: Gal Omer
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Title: Chief Legal Officer
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Date: March 7, 2025
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