Nayax : Immediate Report of Meeting

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 July, 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

An Annual General Meeting of Shareholders of Nayax Ltd. (the "Company") will be held at the offices of the Company, 3 Arik Einstein Street, Building B, 1st Floor, Herzliya, Israel, on September 12, 2023, at 4:00 p.m. Israel time (the "General Meeting"). In connection with the General Meeting, the Company hereby furnishes the following documents:

1. Notice and Proxy Statement with respect to the General Meeting describing proposals to be voted upon at the General Meeting, the procedure for voting in person or by proxy at the General Meeting and various other details related to the General Meeting; and
2. Proxy Card whereby holders of ordinary shares of the Company may vote at the General Meeting without attending in person.

The Notice and Proxy Statement are attached to this Form 6-K as Exhibit 99.1 and the Proxy Card is attached to this Form 6-K as Exhibit 99.2.

This Form 6-K and related exhibits are 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-8 filed with the SEC (File Nos. 333-267542) and any effective shelf registration statement filed by the Company with the ISA.

EXHIBIT INDEX

The following exhibits are furnished as part of this Form 6-K:

ExhibitDescription

1. Notice and Proxy Statement with respect to the Company's Annual General Meeting of Shareholders to be held on September 12, 2023
2. Proxy Card for the Company's Annual General Meeting of Shareholders to be held on September 12, 2023

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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.

NAYAX LTD.

By: /s/ Gal Omer

Name: Gal Omer

Title: Chief Compliance Officer

Date: July 26, 2023

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Exhibit 99.1

NAYAX LTD.

3 Arik Einstein Street

Building B, 1st Floor

Herzliya 4659071

Israel

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on September 12, 2023

The Annual General Meeting of Shareholders of Nayax Ltd. (the "Company") will be held at the offices of the Company, 3 Arik Einstein Street, Building B, 1st Floor, Herzliya, Israel, on September 12, 2023, at 4:00 p.m. Israel time, or at any adjournments or postponements thereof (the "General Meeting"), for the following purposes:

1. Approve and ratify the re-appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the Company's independent registered public accounting firm for the year ending December 31, 2023, and until the next annual general meeting of shareholders, and to authorize the Company's Board of Directors, following the approval of the Audit Committee, to approve and ratify the remuneration of such firm in accordance with the volume and nature of their services.
2. Re-electeach of the following nominees to the Board of Directors of the Company, to hold office until close of the Company's annual general meeting to be held in 2024, and until the respective successor of each of the nominees is duly elected and qualified:
3. 1. Mr. Yair Nechmad;
   2. Mr. David Ben-Avi;
   3. Mr. Amir Nechmad;
   4. Mr. Nir Dor; and
   5. Mr. Reuven Ben Menachem.
4. Remuneration of relatives of the controlling shareholders:
5. 1. Approve and ratify the terms of employment of Mr. Oded Frenkel;
   2. Approve and ratify the terms of employment of Mr. Reuven Amar;
   3. Approve and ratify the terms of service of Mr. Shai Ben-Avi;
   4. Approve and ratify the terms of employment of Ms. Tal Tannenbaum; and
   5. Approve and ratify the terms of employment of Mr. Arnon Nechmad.

The financial statements of the Company for the fiscal year ended December 31, 2022 will be presented for discussion at the General Meeting.

The Company is currently unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.

Board Recommendation

The Board of Directors recommends that you vote "FOR" each of the above proposals, as are described in the attached proxy statement.

Record Date

Only holders of record of ordinary shares, par value NIS 0.001 per share (the "Ordinary Shares") at the close of business on August 4, 2023 (the "Record Date") shall be entitled to receive notice of and to vote at the General Meeting. If your Ordinary Shares are registered in your name, you are a holder of record. If your Ordinary Shares are not held in your name, please see "How You Can Vote" below.

How You Can Vote

Whether or not you plan to attend the General Meeting, it is important that your Ordinary Shares be represented. Accordingly, you are kindly requested to complete, date, sign and mail the enclosed proxy in the envelope provided at your earliest convenience so that it will be received no later than four (4) hours before the General Meeting starts. Execution of a proxy will not in any way affect a shareholder's right to attend the General Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.

Shareholders registered in the Company's shareholders register in Israel and shareholders who hold Ordinary Shares through members of the Tel Aviv Stock Exchange ("TASE") who vote their Ordinary Shares by proxy must also provide the Company with a copy of their identity card, passport or certificate of incorporation. Shareholders who hold shares through members of the TASE and intend to vote their Ordinary Shares either in person or by proxy must deliver the Company, no later than Tuesday, September 12, 2023, at 12:00 p.m. Israel time, an ownership certificate confirming their ownership of the Company's Ordinary Shares on the Record Date, which certificate must be approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting), 5760-2000, as amended.

Alternatively, shareholders who hold Ordinary Shares through members of the TASE may vote electronically via the electronic voting system of the Israel Securities Authority, no later than Tuesday, September 12, 2023, at 10:00 a.m. Israel time. You should receive instructions about electronic voting from the TASE member through which you hold your Ordinary Shares.

Shareholders may revoke their proxies or voting instruction form (as applicable) in accordance with Section 9 in the Israeli Companies Law regulations (proxy and positions statements).

If you are a beneficial owner of shares registered in the name of a member of TASE and you wish to vote, either by appointing a proxy, or in person by attending the General Meeting, you must deliver to the Company a proof of ownership in accordance with the Israel Companies Law 5759-1999 (the "Companies Law") and the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meetings), 5760- 2000.

If your Ordinary Shares are held through a bank, broker or other nominee, which in turn holds through Cede & Co. as nominee for The Depository Trust Company, such Ordinary Shares are considered to be held in "street name" and you are the beneficial owner with respect to those shares. A beneficial owner as of the Record Date has the right to direct the bank, broker or nominee how to vote shares held by such beneficial owner at the Meeting. If your shares were held in "street name" as of the Record Date, these proxy materials are being forwarded to you by your bank, broker or nominee who is considered, with respect to those shares, as the shareholder of record, together with a voting instruction card for you to use in directing the bank, broker or nominee how to vote your shares. Because a beneficial owner is not a shareholder of record, you may not vote those shares directly at the General Meeting unless you obtain a "legal proxy" from the bank, broker or other nominee that holds your shares directly, giving you the right to vote the shares at the General Meeting. Absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion, among other things, with respect to the election of directors or any matter that relates to executive compensation; and therefore, a "broker non-vote" occurs with respect to such uninstructed shares. Therefore, it is important for a shareholder that holds Ordinary Shares through a bank or broker to instruct its bank or broker how to vote its shares, if the shareholder wants its shares to count for all proposals.

This Notice and the documents mentioned therein, as well as the proposed resolutions on the agenda, can be viewed at the Company's registered office at 3 Arik Einstein Street, Building B, 1st Floor, Herzliya, Israel Tel: [phone], Sunday through Thursday between 10:00 a.m. - 3:00 p.m. Israel time, and will also be made available to the public on the Company's website http://www.nayax.com, the U.S. Securities and Exchange Commission's website at http://www.sec.govand in addition at http://www.magna.isa.gov.ilor http://maya.tase.co.il.

By Order of the Board of Directors,

Yair Nechmad

Chairman of the Board of Directors

Herzliya, Israel

July 26, 2023

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