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 October, 2023

 

Commission file number: 001-41491

 

(Translation of registrant’s name into English)

 

Arik Einstein Street, Bldg. B, 1st Floor

Herzliya 4659071, Israel

 (Address of principal executive offices)

_____________________

 

 

 

 

 

 

NOTE 1 - GENERAL

 

 

The Company is a public entity and its shares are being traded on the Tel Aviv Stock Exchange (TASE) since May 2021. On September 21, 2022, Company's Ordinary Shares were listed on the Nasdaq Global Select Market under the symbol NYAX. As of that date, the Company is dual listed on Nasdaq and the TASE.

 

NOTE 2 - BASIS OF PREPARATION OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

 

The preparation of Condensed Interim Financial Information requires management to exercise its judgment and to use significant accounting estimates and assumptions that affect the application of the Group's accounting policy and the amounts of reported assets, liabilities, income and expenses. Actual results may materially differ from those estimates. In preparation of these Condensed Interim Financial Information, the significant accounting judgment exercised by management in implementing the accounting policy of the Group and the uncertainty associated with key sources of estimates are identical to those in the consolidated annual financial statements for the year ended December 31, 2022.

 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

 

Significant accounting policies and calculation methods that have been applied in the preparation of the Condensed Interim Financial Information are consistent with those used in the preparation of the Group's 2022 annual Consolidated Financial Statements.

		Six months ended June 30								Three months ended June 30
		2023				2022				2023				2022
		U.S. dollars in thousands
Revenues from sale of integrated POS devices			39,952				27,394				19,833				15,777
Recurring revenues:
SaaS revenues			27,473				21,172				14,284				10,825
Payment processing fee			41,144				26,777				22,042				14,609
			68,617				47,949				36,326				25,434
Total			108,569				75,343				56,159				41,211

		Six months ended June 30								Three months ended June 30
		2023				2022				2023				2022
		U.S. dollars in thousands
Cost of integrated POS devices sales			33,913				25,516				16,138				14,674
Cost of recurring revenues			35,925				22,628				19,165				12,431
Total			69,838				48,144				35,303				27,105

NOTE 6 - EVENTS DURING THE REPORTING PERIOD

 

a. Short-term credit facility

 

 

 

 

b. Acquisition of Roseman Engineering Ltd.

 

On January 31, 2023, the Company entered into a binding agreement for the purchase of the entire share capital (hereinafter "Purchased Shares") of Roseman Engineering Ltd. and Roseman Holdings Ltd. (hereinafter, together, "Roseman"). Roseman are private entities founded under the law of the State of Israel that manage smart systems in the fields of refueling, charging stations and management system for vehicle fleets. In consideration of the transaction, the Company will pay to Roseman NIS 15,000 thousand (the “Purchase Price”). The agreement is subject to certain closing conditions and as of the date of these financial statements, the purchase is pending the approval of the Israeli Competition Authority (hereinafter the “ICA”).

 

c. Submission of the shelf prospectus at the Israel Securities Authority

 

During the six months ended June 30, 2023, the Company filed with the Israel Securities Authority (hereinafter "ISA") a shelf prospectus (the “Shelf Prospectus”). The Shelf Prospectus allows the Company to raise from time to time funds through the offering and sale of various securities including debt and equity, in Israel, at the discretion of the Company.

 

On August 23, 2023, the Shelf Prospectus was approved in principle by the ISA. The Shelf Prospectus will be effective for a period of one year from the date of the approval, subject to potential extensions. The Company has not yet made any decision as to any offering of any securities, nor as to the scope, terms or timing of any offering, and there is no certainty that any such offering will be made.

 

d. Collaboration agreement of IoT Technology Holdings Ltd.

 

On June 21, 2023, a new agreement of collaboration (hereinafter "New Agreement") was signed between the Company, Bank Hapoalim (hereinafter "BHP"), Mr. Alon Feit (hereinafter "Feit"), IoT Capital Ltd. (hereinafter "IoT Capital"), and IoT Technology Holdings Ltd., a new Israeli company (hereinafter "IoT Technology" or the "Receiving Company", all together the "Collaborators" or the "Parties"). The New Agreement replaces an older agreement (hereinafter "the Old Agreement") signed on June 9, 2022 between the Parties which was signed to establish and operate an innovative international platform, which shall provide financing options mainly for small and medium businesses for acquiring POS devices, automated vending machines and electric vehicle charging stations. Under the terms of the Old Agreement, the Parties shall incorporate IoT Technology with an initial holding structure according to which 49.1% of IOT’s share capital shall be held by the Company, 30.9% by Feit, and 20% by Bank Hapoalim. For further information on the Old Agreement, please refer to Note 6(g) in the 20-F for the year ended December 31, 2022 as published on March 1, 2023.

 

Under the terms of the New Agreement, the initial holding structure remained unchanged as determined by the Old Agreement. The New Agreement also sets the same amounts as determined by the Old Agreement where the Company shall invest in the Receiving Company an amount of $1.5 million, Feit shall invest an amount of $0.5 million, and Bank Hapoalim shall invest an amount of $1.5 million and provide an additional loan of $1.5 million. Similar to the Old Agreement, the New Agreement also includes three options, where;

 

 

 

 

The investment in IoT Technology shares is treated under the equity method as required by IAS 28 "Investments in Associates and Joint Ventures".

 

The following table presents the balances related to the investment in IoT Technology as of the date of the New Agreement:

(*)

The options mentioned above are measured at fair value through profit and loss. As of June 30, 2023, there has been no impact through profit on the Company's profit and loss report.

(**)

Deferred income represents an advance for providing future services by the Company to IoT Technology.

 

e. On Track Innovation Ltd. – Israel Competition Authority

 

During the six months ended June 30, 2023, the ICA has requested from Nayax certain documents and other information related mainly to its acquisition of On Track Innovation Ltd. The Company has provided the requested information and commenced discussions with the ICA, which are ongoing.

 

 

Loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue (in thousands excluding loss per share data):

 

 

b. Diluted

 

Instruments that can potentially dilute basic earnings per share in the future, but were not included in the calculation of diluted earnings per share, as their impact was anti-dilutive (thousands of shares):