Presentation of Financial and Other Information			- iv -
Cautionary Statement Regarding Forward-Looking Statements			- v -
PART I			1
ITEM 1.		IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
	A.	Directors and Senior Management	1
	B.	Advisers	1
	C.	Auditors	1
ITEM 2.		OFFER STATISTICS AND EXPECTED TIMETABLE	1
	A.	Offer Statistics	1
	B.	Method And Expected Timetable	1
ITEM 3.		KEY INFORMATION	1
	A.	[Reserved]	1
	B.	Capitalization and Indebtedness	1
	C.	Reasons for the Offer and Use of Proceeds	1
	D.	Risk Factors	1
ITEM 4.		INFORMATION ON THE COMPANY	32
	A.	History and Development of the Company	32
	B.	Business Overview	32
	C.	Organizational Structure	58
	D.	Property, Plants and Equipment	58
ITEM 4A.		UNRESOLVED STAFF COMMENTS	59
ITEM 5.		OPERATING AND FINANCIAL REVIEW AND PROSPECTS	59
	A.	Operating Results	59
	B.	Liquidity and Capital Resources	72
	C.	Research and Development, Patents and Licenses, etc.	73
	D.	Trend Information	73
	E.	Critical Accounting Estimates	73
ITEM 6.		DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	73
	A.	Directors and Senior Management	73
	B.	Compensation	76
	C.	Board Practices	79
	D.	Employees	90
	E.	Share Ownership	90
	F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation	90

ITEM 7.		MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	91
	A.	Major Shareholders	91
	B.	Related Party Transactions	92
	C.	Interests of Experts and Counsel	94
ITEM 8.		FINANCIAL INFORMATION	94
	A.	Consolidated Statements and Other Financial Information	94
	B.	Significant Changes	94
ITEM 9.		THE OFFER AND LISTING	95
	A.	Offering and Listing Details	95
	B.	Plan of Distribution	95
	C.	Markets	95
	D.	Selling Shareholders	95
	E.	Dilution	95
	F.	Expenses of the Issue	95

ITEM 10.		ADDITIONAL INFORMATION	95
	A.	Share Capital	95
	B.	Memorandum and Articles of Association	95
	C.	Material Contracts	95
	D.	Exchange Controls	95
	E.	Taxation	96
	F.	Dividends and Paying Agents	104
	G.	Statement by Experts	104
	H.	Documents on Display	104
	I.	Subsidiary Information	105
	J.	Annual Report to Security Holders	105
ITEM 11.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	105
ITEM 12.		DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	106
	A.	Debt Securities	106
	B.	Warrants and Rights	106
	C.	Other Securities	106
	D.	American Depositary Shares	106

PART II			107
ITEM 13.		DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	107
ITEM 14.		MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	107
ITEM 15.		CONTROLS AND PROCEDURES	107
	A.	Disclosure Controls and Procedures	107
	B.	Management’s Annual Report on Internal Control Over Financial Reporting	107
	C.	Attestation Report of the Registered Public Accounting Firm	107
	D.	Changes in Internal Control Over Financial Reporting	107
ITEM 16.		[RESERVED]	107
ITEM 16A.		AUDIT COMMITTEE FINANCIAL EXPERT	107
ITEM 16B.		CODE OF ETHICS	107
ITEM 16C.		PRINCIPAL ACCOUNTANT FEES AND SERVICES	108
ITEM 16D.		EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	108
ITEM 16E.		PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	108
ITEM 16F.		CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	108
ITEM 16G.		CORPORATE GOVERNANCE	108
ITEM 16H.		MINE SAFETY DISCLOSURE	109
ITEM 16I.		DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	109
ITEM 16J.		INSIDER TRADING POLICIES	109
ITEM 16K.		CYBERSECURITY	109
PART III			112
ITEM 17.		FINANCIAL STATEMENTS	112
ITEM 18.		FINANCIAL STATEMENTS	112
ITEM 19.		EXHIBITS	112
Signatures			114
Index to Financial Statements			F-1

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our expectations regarding general market conditions and global economic trends;

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impact of the war in the Gaza Strip on our operations and financial results;

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fluctuations in inflation, interest rates and exchange rates in the global economic environment over the world;

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our ability to implement our growth strategy;

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the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors;

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our ability to compete and conduct our business in the future;

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changes in consumer tastes and preferences;

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the availability of qualified personnel and the ability to retain such personnel;

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changes in commodity costs, labor, distribution and other operating costs;

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changes in government regulation and tax matters;

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other factors that may affect our financial condition, liquidity and results of operations; and

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other risk factors discussed under “Item 3. Key Information—D. Risk Factors.”

A.	[Reserved]

B.	Capitalization and Indebtedness

C.	Reasons for the Offer and Use of Proceeds

D.	Risk Factors

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unfavorable conditions in our industry or the global economy or reductions in spending on POS technology could limit our ability to grow our business and negatively affect our results of operations;

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we operate in a competitive business environment and a failure to compete effectively may adversely affect our financial condition, results of operations and cash flows in the future;

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we procure some of our key components from a single or limited number of suppliers. Therefore, we are exposed to risks of shortages, price fluctuations, tariffs and delays in delivery of such components;

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we have a limited operating history at our current scale, and our prospects and future revenues are subject to a number of uncertainties, which limits our ability to predict them accurately;

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we have a history of net losses and there are therefore risks related to our ability to achieve or maintain profitability;

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if we are unable to attract customers, maintain or grow our retention rates and expand usage with existing customers, our revenue growth and any future profitability could be harmed;

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we may be unable to successfully develop and expand our platform, which could limit our ability to grow and maintain our competitive position and adversely affect our financial condition, results of operations and cash flow;

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we rely on processing service providers, credit card networks and other entities in the payment transfer system to process payments, and if they fail or no longer agree to provide their services or we fail to comply with our obligations under those relationships, our customer relationships could be adversely affected, and we could lose business;

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any failure to offer high-quality customer support may adversely affect our relationships with our customers and could adversely affect our business, financial condition and results of operations;

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the termination of our existing relationships with commercial communications services providers could force us to adapt our products to a new vendor;

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Israel is currently at war in the Gaza Strip, and the duration, scope and effects of the war are unknown;

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any past or future acquisitions, strategic investments, entries into new businesses, joint ventures, divestitures and other transactions could fail to achieve strategic objectives, disrupt our ongoing operations or result in operating difficulties, liabilities and expenses, harm our business, and negatively impact our results of operations;

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failure to maintain and enhance our brand recognition in a cost-effective manner could harm our business, financial condition and results of operations;

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information security failures or interruptions of our or our third-party partners’ or service providers’ information technology systems could adversely affect our business, financial condition and results of operations;

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operational failures, including within data transfer, could harm our reputation, ability to retain customers and recruit new customers, as well as our business results;

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our business is subject to complex and evolving regulations and oversight related to privacy and data protection;

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we are subject to substantial governmental and commercial regulations across our areas of activity. Any failure to comply with applicable regulations or standards may lead to significant regulatory consequences and could have an adverse effect on our business, financial condition or results of operations;

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our business could suffer if we are unable to obtain, maintain, protect, defend or enforce our intellectual property or proprietary rights, or if others claim that we have infringed upon their intellectual property rights;

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we rely on our key personnel and, if they leave us, our results and product development could be harmed; and

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we are controlled by our founding shareholders. Our founders may make decisions with which other shareholders may disagree.

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the transaction may not advance our business strategy;

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we may not be able to secure required regulatory approvals or otherwise satisfy closing conditions for a proposed transaction in a timely manner, or at all;

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the transaction may subject us to additional regulatory burdens, such as antitrust and competition filings, that affect our business in potentially unanticipated and significantly negative ways;

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we may not realize a satisfactory return or increase our revenue;

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we may experience difficulty, and may not be successful in, integrating technologies, IT or business enterprise systems, culture, or management or other personnel of the acquired business;

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we may incur significant acquisition costs and transition costs, including in connection with the assumption of ongoing expenses of the acquired business;

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we may not realize the expected benefits or synergies from the transaction in the expected time period, or at all – for example, we expect opportunities to deliver additional revenue and costs synergies, as well as accretion to net income, with the acquisition of Retail Pro, which may or may not be realized in a timely manner or at all;

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we may be unable to retain key personnel;

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acquired businesses or businesses that we invest in may not have adequate controls, processes and procedures to ensure compliance with laws and regulations, including with respect to data privacy and security, and our due diligence process may not identify compliance issues or other liabilities—moreover, acquired businesses’ technology may add complexity, resource constraints and failures that makes it difficult and time consuming to achieve such adequate controls, processes and procedures;

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we may fail to identify or assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring or investing in a business, which could result in additional financial, legal or regulatory exposure, which may subject us to additional controls, policies, procedures, liabilities, litigation, costs of compliance or remediation or to other adverse effects on our business, operating results or financial condition;

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we may have difficulty entering into new product areas, market verticals or geographic territories;

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we may be unable to retain the customers, vendors and partners of acquired businesses;

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there may be lawsuits or regulatory actions resulting from the transaction – for example, during 2023, the Israeli Competition Authority (the “ICA”) requested from us certain documents and information related mainly to our acquisition of OTI. We have provided the ICA with the information it had requested and the dialog with the ICA continues. While we cannot predict the outcome, it is possible that the ICA may seek to impose a fine on us and our management, the amount of which could be material. We intend to continue to defend our position vigorously and it is difficult for us to assess when or how this process will conclude, or what results it may have to the Company;

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there may be risks associated with undetected security weaknesses, cyberattacks or security breaches at companies that we acquire or with which we may combine or partner;

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there may be local and foreign regulations applicable to the international activities of our business and the businesses we acquire; and

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acquisitions could result in dilutive issuances of equity securities or the incurrence of debt – for example, the acquisition of Retail Pro was financed through bank financing, which increased our debt burden.

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cease selling or using solutions or services that incorporate the intellectual property rights that we allegedly infringe, misappropriate, dilute or violate;

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make payment of substantial royalty or license fees, lost profits or other damages;

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make substantial payments for legal fees, settlement payments or other costs or damages;

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discontinue some or all of the features, integrations and capabilities available through our solutions;

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indemnify our products’ users or third-party service providers;

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obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or

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redesign or rebrand our allegedly infringing solutions to avoid infringement, misappropriation, dilution or violation of third-party intellectual property rights, which could be costly, time-consuming or impossible.

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actual or anticipated changes or fluctuations in our and our competitors’ results of operations;

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the guidance we may provide to analysts and investors from time to time, and any changes in, or our failure to perform in line with, such guidance;

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announcements by us or our competitors of new offerings or new or terminated contracts, commercial relationships or capital commitments;

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industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the U.S. Securities and Exchange Commission (the “SEC”);

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rumors and market speculation involving us or other companies in our industry;

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future sales or expected future sales of our ordinary shares;

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investor perceptions of us and the industries in which we operate;

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price and volume fluctuations in the overall stock market from time to time;

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changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

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failure of industry or financial analysts to maintain coverage of us, the issuance of new or updated reports or recommendations by any analysts who follow our company, or our failure to meet the expectations of investors;

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actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

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litigation involving us, other companies in our industry or both, or investigations by regulators into our operations or those of our competitors;

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developments or disputes concerning our intellectual property or proprietary rights or our solutions, or third-party intellectual or proprietary rights;

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announced or completed acquisitions of businesses or technologies, or other strategic transactions by us or our competitors;

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actual or perceived breaches of, or failures relating to, privacy, data protection or data security;

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new laws or regulations, including new interpretations of existing laws or regulations applicable to our business, increased enforcement efforts in our industry, or specific enforcement actions against us;

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actual or anticipated changes in our management or our board of directors;

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general economic conditions and slow or negative growth of our target markets; and

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other events or factors, including those resulting from war such as the current conflicts in the Gaza Strip and Ukraine, incidents of terrorism or responses to these events.

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the level of demand for our integrated POS devices;

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our ability to grow or maintain our retention rates, expand usage within our customer base, and sell our solutions to existing and future customers;

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geopolitical uncertainty, including as a result of the current conflicts in the Gaza Strip and Ukraine, and uncertainty as to the economic conditions specifically affecting industries in which our customers participate.

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costs and timing of expenses related to hiring additional personnel, technologies or intellectual property, including potentially significant amortization costs and possible write-downs;

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the impact of market volatility and economic downturns caused by natural disasters and health epidemics, such as the COVID-19 pandemic, influenza and other highly communicable diseases or viruses;

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supply chain constraints and increases in component prices;

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the timing and success of new features, integrations, capabilities and enhancements by us to our platform or by our competitors to their products or any other change in the competitive landscape of our market;

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errors in our forecasting of the demand for our products, which could lead to lower revenue, increased costs or both;

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the amount and timing of operating expenses and capital expenditures that we may incur to maintain and expand our business and operations and to remain competitive;

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security breaches, technical difficulties, disruptions or outages on our platform resulting in service level agreement credits;

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changes in the legislative or regulatory environment;

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legal and regulatory compliance costs in new and existing markets;

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pricing pressure as a result of competition or otherwise; and

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fluctuations in foreign currency exchange rates.

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we are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

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we are not required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); and

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we are not required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

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Human Resources: nearly 10% of our Israeli employees and managers have been called to active reserve duty; it is possible that the war will require additional reserve duty call-ups and more of our employees and managers or their family members will be called to active reserve duty, which would prevent them from working or effectively performing their tasks for us.

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Macro-economic effects: the war has led, and may continue to lead, to negative domestic macro-economic effects that could materially impact our business and operations, such as inflation, depreciation of the Shekel, bearish capital markets, reduced availability of credit and financing sources and decline in growth.

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Trade curtailment: the war may lead to interruptions and curtailment of trade between Israel and its trading partners, which could result in reductions in the demand for our offerings or disruptions in the supply of components required for our products. Certain countries and organizations may impose trade or other trade or financial sanctions on Israel, which could impact our ability to conduct our business.

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Shipping costs: the global shipping industry is experiencing disruptions due to various factors, including the rerouting of shipping away from the Suez Canal due to attacks by Houthi militants from Yemen on commercial shipping vessels in the Gulf of Aden and the Red Sea, which has caused a substantial increase in rates for some shipping routes. This and other factors have caused a worldwide increase in shipping rates, which has impacted the Company.

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Decrease in Israeli demand: we have noticed an immaterial decrease in demand in Israel for our products and services compared to our global demand, due to reduction in mobility and gatherings in public spaces, such as for leisure and entertainment activities during the war.

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Damage to infrastructure: Terror and missile attacks may lead to infrastructure damage, such as to various of our facilities located in Israel, including communications networks, computer infrastructure and other cyber assets, which may lead to interruptions in our operations. Although the Israeli government may cover the reinstatement value of certain damages that are caused by terrorist attacks or acts of war, we cannot be sure that such government coverage will be available to us or, if available, will sufficiently cover our damages.

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Reputation and international relations: as a result of the war, public opinion in the international community towards Israel, Israeli companies and Israeli industries may be negatively affected. It is hard to anticipate if and how such sentiments and other political developments will impact our clients, backlog of orders or financial results; however, it is possible that a limited number of customers will hold, delay or cancel existing or future orders as a result of the war and a shift in international relations and politics.

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the Companies Law regulates the methods and processes by which mergers may be consummated and requires tender offers to be effected for acquisitions of shares above specified thresholds in a company;

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the Companies Law requires special approvals for certain transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions;

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the Companies Law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders;

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our amended and restated articles of association provide that director vacancies may be filled by our board of directors;

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our amended and restated articles of association require a vote of the holders of our outstanding ordinary shares entitled to vote present and voting on the subject matter at a general meeting of shareholders for the removal of directors (other than external directors regarding whom special rules apply);

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We have undertaken in certain of our financing agreements not to have a change-of-control without the lender’s approval; and

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Some of our European licenses may be cancelled or suspended, or we may be subject to other sanctions for breaches of such licenses, if holders of our shares cross certain prescribed ownership thresholds without the prior approvals of the relevant regulators.

ITEM 4.

INFORMATION ON THE COMPANY

A.	History and Development of the Company

B.	Business Overview

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Payments Suite: International payments infrastructure that enables customers to offer consumers the ability to pay with their preferred local payment methods in their home markets.

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Management Software Suite: A central intelligence hub for merchants that provides deep, real-time insights to optimize operations.

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Loyalty and Marketing Suite: A consumer engagement loyalty and marketing platform that enables retailers to drive engagement with their target consumers.

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Integrated POS: Our proprietary devices are designed to be seamlessly deployable in-store or on new or existing machines and enable the acceptance of digital payments.

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Single, integrated end-to-end platform. We provide our customers with a comprehensive, end-to-end platform, substantially reducing the need to work with and manage multiple, disparate vendors and systems. Our omni-channel, 360-degree platform helps customers track operations across multiple channels and access enhanced reporting in one centralized location.

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Global solution, local support. We have a broad international footprint, and we are able to offer our solutions in multiple worldwide locations, which saves our global enterprise customers the need to look for local technology providers to serve their consumers globally. Additionally, with our large original equipment manufacturers (“OEM”) network, our customers are able to receive their machine with our devices pre-installed and begin operating easily almost anywhere in the world.

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Increased sales. Our solutions offer a wide variety of payment options, an improved consumer experience and enhanced dynamic pricing capabilities, which help our customers improve their sales. Our solutions also streamline our customers’ operations with 24/7 monitoring and management of connected devices, employees and other business activities. Our technology minimizes downtime by optimizing various processes such as automating issue detection and resolution.

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Reduced costs. Our solutions optimize operating costs for our customers by enabling them to reduce overhead and better manage their employees. In addition, our technology enables remote device diagnostic and software updates, which save our customers the need to contact third-party providers for device troubleshooting and upgrades. Given constantly evolving regulations and technical standards, our capital-efficient customer service platform results in enhanced customer experience and optimized cost of ownership and maintenance for our customers.

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Enhanced consumer engagement. We help our customers attract consumers through marketing, branded loyalty programs and mobile solutions, using consumer data. Through our platform, retailers gain access to consumer insights and advanced analytics they can use to build direct relationships with consumers and drive increased loyalty and higher sales. These capabilities have become critical as retailers engage with consumers across multiple channels. Leveraging our omni-channel marketing engine, we help customers tailor recommendations and deals for consumers. Our loyalty programs include every transaction, allowing consumers to start earning loyalty funds from each purchase.

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White-glove customer service. Customer success is a key focus for us through a combination of tailored onboarding services, customer support and intuitive product design and customer experience. We strive to foster long-term relationships with our customers by having short sales cycles, adopting a consultative approach and providing multiple support channels in extended hours. Moreover, our ownership of the end-to-end solution provides major advantages in all aspects related to product integration, technical support and customer service. As a result, we are able to tackle our customers’ questions and concerns efficiently, and we maintain high-quality support levels that save our customers valuable time and effort, generating higher customer satisfaction.

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Diverse and local payment options. We provide a frictionless experience for consumers as part of a streamlined digital payment experience. We make it possible to accept payments in more than 120 countries and more than 50 currencies, so consumers can pay in their preferred local payment methods.

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Loyalty features (discounts, gifts, coupons, and special offers). Consumers are able to benefit from discounts at the point of sale, as well as gifts, coupons and special offers.

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Enhanced consumer experience. Our solutions ensure consumers have an enhanced experience shopping with our customers. For example, consumers can use our mobile app to provide various feedback points and ratings. In addition, our integrated solutions enable features such as instant refunds, which simplify multiple customer processes that were traditionally complex to handle.

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Comprehensive, end-to-end proprietary technology platform. Our platform enables our customers to handle many aspects of their consumer-facing and back-office operations, all using a single platform. We address complex, diverse and constantly changing challenges in our customers’ journey to procure retail technology solutions. Our hardware and software platform caters to our customers’ needs with solutions such as payment processing, telemetry and management software, loyalty and marketing programs and integrated POS devices. In the automated self-service retail market, our key differentiation stems from our ownership of the entire commerce value chain. Owning all components of our platform and services allows further flexibility in the deployment of our solutions and highly effective technical support and customer service. Our integrated POS and software solutions easily integrate into most existing automated self-service retail environments that are transitioned to cashless models, driving a higher overall installed base.

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Founder-led culture driving continuous customer-driven innovation. Since 2005, our founding team has methodically built Nayax, creating a culture that advocates entrepreneurship, dynamic teamwork, honesty, accountability and communication, all of which have the sole purpose of delivering the best results for our customers. We have a long-standing track record of developing solutions to address our customers’ evolving needs. For example, we were one of the first platforms to market with emerging vertical use cases such as cashless massage chairs, novelty wash stations (bike wash and pet wash) and EV charging stations. We continue to have a large development pipeline for new use cases, and we believe we are well-positioned to continue developing new solutions to help our customers grow their businesses. Given our strong history of innovation in the automated self-service retail market, we are well-positioned to further expand into the attended retail market.

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Differentiated, data-driven insights. Currently, our platform handles on average approximately five million transactions per day across more than one million managed and connected devices. As a result, we are able to gather vast amounts of data consisting of orders, receipts and consumer information. We leverage this data to provide advanced analytics to our customers and help them streamline their operations. In addition, the data we collect has tremendous feedback value in other areas of our business, such as product development and customer satisfaction tracking and improvement.

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Extensive and efficient global go-to-market strategy. We have a far-reaching go-to-market strategy tailored to both large enterprises and SMEs, at both the local and global levels. We have a broad commercial presence spanning more than 120 countries worldwide. We have offices and commercial operations in our key markets of the United States, Canada, the United Kingdom, Germany, Japan, China, Australia, South Africa and our home market of Israel. We also have licensed distributors in more than 80 markets across all continents, allowing us to efficiently expand our international footprint. In addition, we have established direct relationships with over 1,900 OEMs that integrate our POS devices to their products on a global level. Lastly, we work with over 800 resellers to serve the SME market. To capture the expanding market of nano merchants with up to 25 machines around the world, we have launched online shops, allowing the customer to purchase their POS, go through contract signing and enjoy seamless, fast onboarding.

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Robust regulatory compliance and infrastructure on a global scale. We have built specialized capabilities to augment our platform and provide solutions in the global regulated markets in which we operate. As such, we have obtained licenses and certifications from a large number of national and international protocols and standards covering payments security, as well as regulators: Electronic Money Institution License in Europe, Electronic Money Institution License in the U.K., licenses for the provision of financial asset services and credit services in Israel, Aggregator registration in Mexico, PCI, EMVCO, telecommunications security (Felica Certified, PTCRB), Health and Safety and quality standards (FC, CE, IC, RoHS, ACMA) and data security (ISO/IEC 27001). We believe our deep and extensive regulatory compliance expertise across different geographic regions is a key component to our success and positions us for uninterrupted growth on a global level.

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Intimate relationships with our customers founded on availability, advice and flexibility. We have established a customer-centric approach that is focused on driving intimacy and customer satisfaction. We are keen to provide an intuitive and superior product and service experience to all of our customers, from SMEs to large enterprises. We apply this approach in every customer interaction, from our fast onboarding to after-sales service and support. As a result, we have had a successful track record of growing with our customers and minimizing churn.

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Strong business model combining proprietary integrated POS devices with recurring SaaS revenue and payment processing fees. In 2023, approximately 64% of our revenue came from SaaS revenue and payment processing fees that are highly recurring in nature. The remaining 36% of our revenue was derived from sales of our integrated POS devices that are mission-critical to our customers across all the verticals we serve. The high switching costs associated with these integrated POS devices enhance the retention of our solutions and provide us with substantial recurring SaaS revenue and payment processing fees. As a result, our revenue churn rate, which we define as the percentage of revenue lost as a result of customers leaving our platform in the previous 12 months, was 3.4% in 2023, 3.6% in 2022 and 2.6% in 2021, despite many retailers being impacted by COVID-19 lockdowns in 2021.

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Retain and grow with our existing customers. Our current installed customer base is a long-term foundation of our revenue growth, powered by the mission-critical nature of our solutions, the limited customer churn we experience and the substantial growth potential of our customers. We intend to continue investing in our relationships with existing customers through our strong customer success-focused culture and grow revenue from our installed base by deploying more solutions and driving more transactions through our platform. Our track record of organic growth with our customers is demonstrated by our dollar-based net retention rate, which was approximately 144% as of December 31, 2023, 131% in 2022 and 137% in 2021. Given our comprehensive, end-to-end platform, we believe we are well-positioned to offer additional solutions to existing customers, which generate upsell and cross-sell opportunities. These opportunities are continuously expanding as we further develop and enhance our solutions. We are able to cross-sell attended payments into our existing automated self-service customer base, with minimal additional integration effort, replacing existing solutions from other vendors. For the year ended December 31, 2023, approximately 70% of our total revenue was attributable to existing customers.

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Win new large enterprise and SME customers globally. We believe there is a substantial opportunity to attract new customers with our current solutions within the customer cohorts we currently serve, which we generally categorize based upon the current and potential revenue contribution of each customer. We have a proven track record and strong momentum in winning new and large accounts across several different verticals and markets. Examples include Café+Co, Primo Water, Canteen, FiveStar, MOL Group, Synergy Energy, Western Australia’s largest energy retailer and generator, as a new Tier 1 customer, and most recently, Turkey’s Düzey, part of Koç Holding. Our go-to-market platform is also built to effectively reach and address the needs of SMEs through our highly automated and scalable go-to-market strategy. We utilize our digital sales channels, distributors and OEM partnerships to profitably reach and address large numbers of SME customers, which represent a material portion of our revenue. We see the SME channel as core to our growth going forward based on our proven track record with SMEs. For the year ended December 31, 2023, approximately 30% of our total revenue was attributable to new customers.

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Continue to innovate and develop new solutions. We have a proven track record of launching new products and enhancing our solutions. For example, we have acquired and developed the capabilities to deliver in-store payments solutions. We intend to continue to cross-sell attended payment solutions into our existing customer base and capitalize on the substantial opportunity to deliver our complete platform to retailers in the attended market. In the near term, we see an opportunity to expand our online payment capabilities and will opportunistically look to penetrate the broader omni-channel payments market.

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Continue to expand into new markets internationally. We have a track record of geographic expansion either through subsidiaries in countries that represent key markets for us, or through engagements with distributors in markets where we do not have a subsidiary. Regional expansion is one of our key strategies for growth, and we have established subsidiaries in twelve key markets and signed distribution engagements in more than 80 countries. Our sales in each of North America and Europe grew at a CAGR rate of 41% from 2021 to 2023. We intend to continue growing our geographic footprint as we identify business opportunities in new markets, such as Latin America, which we expect to enter in 2024. We also plan to use online sales channels to target additional markets that do not necessarily warrant a physical presence.

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Enter emerging, high-growth verticals. We intend to leverage our platform to efficiently expand into new verticals with favorable growth characteristics. For example, we have developed solutions for the EV charging station vertical when we identified a need for charging station operators to enable credit card payments and remotely monitor and manage EV charging stations. We believe there are verticals ripe for disruption, such as gaming machines, small business service providers and micro markets, and we see a large opportunity for these verticals to benefit from our technology platform and solutions.

•

Cross sell. Nayax’s latest comprehensive offerings for retail POS and management, along with our new loyalty solution and EV management suite, position us to leverage our extensive customer base for further growth. Many of our larger customers operate across multiple verticals, presenting us with the opportunity to expand our solutions into additional areas with each customer. Our customers’ preference for receiving a single invoice and dealing with one vendor for all their POS and management needs aligns well with Nayax’s capabilities. We are well situated to serve the market of blended retailers, offering them not only integrated solutions but also best-in-class support.

•

Pursue targeted and strategic M&A. Since 2014, we have made several acquisitions to expand our solutions to improve our commercial reach. Along with organic growth, we see ourselves strategically engaging in M&A opportunities where they make sense for the company. We believe that the payments industry, especially in the automated self-service segment, is rapidly consolidating, and we believe that there will be opportunities to do strategic M&A where it will be valuable to the company. We intend to continue to pursue such targeted acquisitions in a similar approach to the successful M&A track record we have established to date. Consistent with our acquisition strategy, we currently are active in the M&A pipeline and execution and continue to foresee opportunities to complete strategic purchases. For example, we reinforced our in-store product offering by acquiring Weezmo in early 2021 to provide enhanced marketing tools for retailers. In 2021, we made a series of investments in Tigapo Ltd. (“Tigapo”) to expand our platform in the amusement parks vertical in the United States, and, in 2022, we acquired OTI, a provider of smart payment solutions for automated self-service machines, to support our strategic business plan and further our growth opportunities in regions such as Japan. On November 30, 2023, we acquired Retail Pro, a global leader in retail POS software with Tier 1 global brand names across the world and an extensive distribution network of over 80+ partner resellers.

•

Accept cashless payments: Contactless EMV & Closed loop (Mifare)​.

•

Supported protocols: Kiosk API, Reader low level API​.

•

Physical interface: USB 2.0 FS, UART TTL​.

•

Integrated with Kiosk CORE (Android, Windows, Linux)​.

•

Interface pins to Touch, Speaker, LEDs, SAM slots, QR scanner, Magstripe, Contact​.

•

Remote software updates and small form factor design.

•

Marshall, which connects PC-based machines to our integrated POS devices;

•

LYNX, which provides input / output data to third-party systems; and

•

Cortina, which enables third-party systems to interface with our payment gateway, as depicted below.

•

Imperial, part of the Canteen Franchise Group for coffee services and vending machines, chose Nayax as their technology partner for upgrading their cashless devices.

•

We have ​further developed our strategic partnership with TIBA Parking Systems, a provider of hardware and software solution for the parking market.

•

We have partnered with Pandora, an Israeli jewelry brand, as a new retail customer.

•

We have entered into an agreement with IWG Regus Global to provide to their customers with the ability to use our payment solution to pay for coffee services, package deliver lockers and electronic vehicle charging.

•

Synergy Energy, a western Australia's energy retailer and generator, chose to roll out their electric vehicle direct current chargers with Nayax' devices embedded in their products.

•

We have also extended our existing relationship with Primo Water in the U.S., with additional sales and installations of Nayax devices.

•

Another U.S. automated self-service retail provider extended its program with Nayax by purchasing devices for a water refilling project at a large car manufacturer.

•

In Germany, we signed a new Tier 1 customer who is a full-service provider in the field of Smart Vending. For this new strategic relationship, the Company has developed digitized vending machines, targeting high frequency locations such as shopping centres.

•

​We have been recognized by the U.K. Financial Conduct Authority as a financial institution which acts as a compliant payment facilitator. This recognition will simplify certain processes for our customers.

•

We have entered into a strategic partnership with Turkey's Duzey, a holding company with several brands in the consumer goods sector.​ The partnership was initiated with the installation of Nayax devices on vending machines in public and factory locations throughout Turkey​. The partnership was than extended to other locations in Europe.​

•

​Coinbridge, our customer loyalty solution

o

received a license to issue the Discover Card in the U.S. market;

o

completed its Apple Pay integration;

o

entered into a U.S. infrastructure partners’ agreement to provide service in the U.S., including as an issuer processor and an issuing bank; and

o

entered into a strategic partnership with Giift, a provider of loyalty technology solutions.

•

We have entered into a partnership agreement with a U.S. automobile manufacturer using our technology for public EV chargers in their dealerships. ​

•

We have implemented our first hospitality solution, in the Netherland.

•

We have added a new partner in Germany, Atlantis Trinkwassertechnik, which will act as a reseller for Nayax payments and technology solutions.

•

On November 30, 2023, we acquired Retail Pro, a global leader in retail POS software with Tier 1 global brand names across the world and an extensive distribution network of over 80+ partner resellers. This transaction has tripled our distributor network to over 120 partner resellers and extended our scale, providing us with meaningful opportunities to cross-sell our payment solutions to Retail Pro’s customer base and distribution channels.

•

We have completed deployment of our EV payment solution for direct current fast chargers in a Las Vegas casino.

•

We have expended the sales of Nova Market, our cashless self-checkout solution to Vending Minnesota.

•

We have established a dedicated service center in Romania, aiming to reduce our technical support call and case times.

C.	Organizational Structure

Company		Country of Incorporation		Percentage Ownership and Voting Interest		Main Activities
Nayax LLC		USA (Maryland)		100%		Sale of the Company’s products and services
Nayax Europe UAB		Lithuania		100%		Processing transactions on behalf of the Company’s customers in Europe
Nayax AU PTY Ltd.		Australia		100%		Sale of the Company’s products and services
Nayax (UK) Limited		U.K.		100%		Sale of the Company’s products and services

D.	Property, Plants and Equipment

ITEM 4A.

UNRESOLVED STAFF COMMENTS

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.	Operating Results

•

Customers. We empower our customers to modernize payment processing and seamlessly adapt to an increasingly digital ecosystem. Our omni-channel, 360-degree platform is designed to address the many needs of customers across verticals, industries and geographies.

•

Consumers. Our platform is built to simplify the process for retail purchasing. Consumers benefit from the ability to choose from a diverse set of payment methods and access loyalty rewards from their preferred merchants.

•

Subscription fees for access to our SaaS solutions

•

Payment processing fees

•

One-time payment for selling our integrated POS devices

		Year ended December 31,
		2023				2022				2021
SaaS Revenue ($ millions)			58.9				45.3				34.6
YoY Growth			30	%			30.9	%			37.8	%
Payment Processing Fees ($ millions)			92.1				59.5				36.5
YoY Growth			55	%			63	%			100.5	%

		Year ended December 31,
		2023								2022								2021
		Revenue ($ millions)				Rate of total income				Revenue ($ millions)				Rate of total income				Revenue ($ millions)				Rate of total income
SaaS Revenue and Payment Processing Fees			151.1				64.1	%			104.8				60.4	%			71.1				59.7	%
Revenue from sale of integrated POS devices			84.4				35.9	%			68.7				39.6	%			48.0				40.3	%

		Year ended December 31,
		2023				2022				2021
Net revenue retention			144	%			131	%			137	%

		Year ended December 31,
		2023				2022				2021
		U.S. Dollars in thousands
Interest on bank loans and bank fees			1,704				993				964
Change in fair value options			310				(423	)			414
Finance expenses in respect of loans from others			591				70				217
Finance expenses (income) in respect of shareholders and related companies			(24	)			(15	)			136
Finance expenses in respect of other liabilities			161				167				202
Finance expenses in respect of leases liabilities			330				260				214
Financing income in respect of finance sub-lease			(17	)			-				(2	)
Exchange rate differences			(767	)			1,968				(490	)
			2,288				3,020				1,655

		As of December 31,
		2023				2022				2021
Number of customers			72,252				47,385				29,695
YoY growth			52	%			60	%			58	%

		As of December 31,
		2023				2022				2021
Number of managed and connected devices (in thousands)			1,044				725				517
YoY growth			44	%			40	%			39	%

		Year ended December 31,
		2023				2022				2021
Number of transactions (in millions)			1,841				1,304				795
YoY growth			41	%			64	%			69	%

		Year ended December 31,
		2023				2022				2021
		In USD thousands
Loss for the period			(15,887	)			(37,509	)			(24,769	)
Finance expenses, net			2,288				3,020				1,655
Tax expenses			1,215				451				632
Depreciation and amortization			12,505				9,028				7,198
EBITDA			121				(25,010	)			(15,284	)
Share-based payment costs			6,027				8,747				8,850
Non-recurring issuance and acquisition costs(1)			444				1,790				1,879
Share of loss of equity method investee			1,555				1,794				538
Adjusted EBITDA			8,147				(12,679	)			(4,017	)

		Year ended December 31,
		2023				2022
		In USD thousands
Revenues			235,491				173,514
Cost of revenues			147,198				113,476
Gross Profit			88,293				60,038
Research and development expenses			21,928				22,132
Selling, administrative and general expenses			70,320				64,092
Depreciation and amortization in respect of technology and capitalized development costs			6,430				4,268
Other expenses			444				1,790
Share of loss of equity method investee			1,555				1,794
Operating loss			(12,384	)			(34,038	)
Finance expenses, net			2,288				3,020
Loss before taxes on income			(14,672	)			(37,058	)
Tax expenses			(1,215	)			(451	)
Loss for the year			(15,887	)			(37,509	)

		Year ended December 31,
		2023				2022
		In USD thousands
Revenue from the sale of integrated POS devices			84,406				68,726
Recurring revenue			151,085				104,788
Total revenue			235,491				173,514

		Year ended December 31,
		2023				2022
		In USD thousands
Cost of integrated POS devices sales			68,433				62,872
Cost of recurring revenue			78,765				50,604
Total cost of revenue			147,198				113,476

		Year ended December 31,
		2023				2022
		In USD thousands
United States			83,528				60,270
Europe (excluding United Kingdom)			72,887				48,664
United Kingdom			26,391				21,931
Australia			22,484				17,235
Israel			13,095				14,129
Rest of the World			17,106				11,285
Total			235,491				173,514

		Year ended December 31,
		2023				2022
		(in USD thousands)
Net cash provided by (used in):
Net cash provided by (used in) operating activities			8,798				(27,547	)
Net cash flows used in investing activities			(36,831	)			(26,544	)
Net cash flows provided by financing activities			31,551				6,206
Increase (Decrease) in cash and cash equivalents			3,518				(47,885	)

A.	Directors and Senior Management

Name		Position(s)		Age
Directors
Amir Nechmad		Co-Founder, Director		65
Yair Nechmad		Co-Founder, Chairman and Chief Executive Officer		62
David Ben-Avi		Co-Founder, Chief Technology Officer and Director		50
Rina Shafir		Director		60
Vered Raz Avayo		Director		54
Nir Dor		Director		60
Reuven Ben Menachem		Director		63
Executive Officers
Sagit Manor		Chief Financial Officer		51
Oren Tepper		Chief Commercial Officer		52
Keren Sharir		Chief Marketing Officer		44
Tami Erel		Chief Business Operations Officer		48
Gal Omer		Chief Legal Officer		41
Moshe Orenstein		Chief Product Officer		47
Oded Frenkel		Chief Customer Officer		43
Ella Shechtman		Chief Human Resources Officer		53
Moshe Shmaryahu		Chief Information Officer		56
Yaron Aharon		Chief Operating Officer		58
Aaron Greenberg		Chief Strategy Officer		29
Oren Viner		Vice President, R&D		52
Boaz Ben David		Vice President, Finance		44

Remuneration for services(1)
Name		Position				Scope of employment				Salary				Bonus				Share-based payment				Management fees				Consulting fees				Total
In thousands
Yair Nechmad			Co-Founder, Chairman and Chief Executive Officer				100	%		$	483				–			$	884			$	-				–				1,367
David Ben-Avi			Co-Founder, Chief Technology Officer and Director				100	%		$	483				-			$	884			$	-				–				1,367
Sagit Manor			Chief Financial Officer				100	%		$	306			$	90			$	337				–				–				733
Carly Furman			General Manager, North America				100	%		$	450			$	46			$	84				–				–				580
Lewis Zimbler			General Manager, U.K.				100	%		$	298			$	-			$	99				–			$	-				397

(1)

In accordance with Israeli law and practice, all amounts reported in the above table are in terms of cost to our Company, as recorded in our audited consolidated financial statements. All of the executive officers listed in the above table are full-time employees, except for Yair Nechmad and David Ben-Avi, whose compensation was paid under services agreements we have with them. See “—Services Agreements with our Founders.”

C.	Board Practices

Board Diversity Matrix
Country of Principal Executive Offices:	Israel
Foreign Private Issuer	Yes
Disclosure Prohibited Under Home Country Law	No
Total Number of Directors	7
	Female	Male	Non-binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	5	-	-
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	-
LGBTQ+	-
Did Not Disclose Demographic Background	1

•

such majority includes at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in the election of the external director (other than a personal interest not deriving from a relationship with a controlling shareholder) that are voted at the meeting, excluding abstentions; or

•

the total number of shares voted by non-controlling shareholders and by shareholders who do not have a personal interest in the election of the external director against the election of the external director does not exceed 2% of the aggregate voting rights in the company.

•

an employment relationship;

•

a business or professional relationship even if not maintained on a regular basis (excluding insignificant relationships);

•

control; and

•

service as an office holder, excluding service as a director in a private company prior to the initial public offering of its shares if such director was appointed as a director of the private company in order to serve as an external director following the initial public offering.

•

he or she meets the qualifications for being appointed as an external director, except for the requirement (i) that the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed for trading outside of Israel) and (ii) for accounting and financial expertise or professional qualifications; and

•

he or she has not served as a director of the company for a period exceeding nine consecutive years. For this purpose, a break of less than two years in his or her service as a director shall not be deemed to interrupt the continuity of the service.

•

retaining and terminating our independent auditors, subject to ratification by the board of directors, and in the case of retention, to ratification by the shareholders;

•

pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms;

•

overseeing the accounting and financial reporting processes of the Company and audits of our financial statements, the effectiveness of our internal control over financial reporting and making such reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act;

•

reviewing with management and our independent auditor our annual and interim financial statements prior to publication or filing (or submission, as the case may be) to the SEC;

•

recommending to the board of directors the retention and termination of the internal auditor and the internal auditor’s engagement fees and terms, in accordance with the Companies Law, approving the yearly or periodic work plan proposed by the internal auditor and examining whether the internal auditor was afforded all required resources to perform its role;

•

reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements;

•

identifying irregularities in our business administration by, among other things, consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the board of directors;

•

reviewing policies and procedures with respect to transactions between the Company and officers and directors (other than transactions related to the compensation or terms of service of the officers and directors), or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law; and

•

establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.

•

recommending to the board of directors the approval of the compensation policy for office holders and, once every three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years;

•

monitoring the implementation of the compensation policy and periodically making recommendations to the board of directors with respect to any amendments or updates of the compensation policy;

•

resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and

•

exempting, under certain circumstances, transactions with our chief executive officer from the approval of our shareholders.

•

from time to time, reviewing the implementation of our compensation policy in accordance with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans (insofar as these relate to office holders in the Company), and overseeing the development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee deems appropriate, including as required under the Companies Law;

•

reviewing and approving the employment terms of our office holders, including granting of options and other incentive awards and reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers, including evaluating their performance in light of such goals and objectives; and

•

approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law.

•

such majority includes at least a majority of the shares held by shareholders who are not controlling shareholders and shareholders who do not have a personal interest in such compensation policy which voted at the meeting, disregarding abstentions; or

•

the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the compensation policy and who vote against the policy, does not exceed 2% of the aggregate voting rights in the company.

•

the education, skills, experience, expertise and accomplishments of the relevant office holder;

•

the office holder’s position and responsibilities;

•

prior compensation agreements with the office holder;

•

the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost to the average and median salary of such employees of the company, as well as the impact of disparities between them on the work relationships in the company;

•

if the terms of employment include variable components—the possibility of reducing variable components at the discretion of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and

•

if the terms of employment include severance compensation—the term of employment or office of the office holder, the terms of the office holder’s compensation during such period, the company’s performance during such period, the office holder’s individual contribution to the achievement of the company goals and the maximization of its profits and the circumstances under which he or she is leaving the company.

•

with regard to variable components:

•

with the exception of office holders who report to the chief executive officer, a means of determining the variable components on the basis of long-term performance and measurable criteria; provided that the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, or if such amount is not higher than three months’ salary per annum, taking into account such office holder’s contribution to the company; and

•

the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment, or in the case of equity-based compensation, at the time of grant.

•

a claw-back provision under which the office holder will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of the office holder’s terms of employment, if such amounts were paid based on information later discovered to be wrong, and such information was restated in the company’s financial statements;

•

the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and

•

a limit to retirement grants.

•

overseeing and assisting our board in reviewing and recommending nominees for election as directors;

•

assessing the performance of the members of our board; and

•

establishing and maintaining effective corporate governance policies and practices.

•

at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such matter, present and voting on such matter, are voted in favor of the compensation package, excluding abstentions; or

•

the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting against the compensation package does not exceed 2% of the aggregate voting rights in the Company.

•

information on the advisability of a given action brought for his, her or its approval or performed by virtue of his or her position; and

•

all other important information pertaining to such action.

•

refrain from any act involving a conflict of interest between the performance of his or her duties in the company and his or her other duties or personal affairs;

•

refrain from any activity that is competitive with the business of the company;

•

refrain from exploiting any business opportunity of the company for the purpose of gaining a personal advantage for himself, herself or others; and

•

disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his or her position as an office holder.

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.	Major Shareholders

•

each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding ordinary shares;

•

each of our executive officers and members of our board of directors; and

•

all of our executive officers and members of our board of directors as a group.

Name of Beneficial Owner		Number of Ordinary Shares Beneficially Owned			Percentage of Ordinary Shares Beneficially Owned
5% or Greater Shareholders
Amir Nechmad			8,185,348			24.26	%
Yair Nechmad			8,961,005			26.56	%
David Ben-Avi			7,590,165			22.50	%
Other Executive Officers and Board Members
Rina Shafir			*			*
Vered Raz Avayo			*			*
Nir Dor			*			*
Reuven Ben Menachem			*			*
Sagit Manor			*			*
Oren Tepper			*			*
Keren Sharir			*			*
Tami Erel			*			*
Gal Omer			*			*
Moshe Orenstein			*			*
Oded Frenkel			*			*
Ella Shechtman			*			*
Moshe Shmaryahu			*			*
Yaron Aharon			*			*
Aaron Greenberg			*			*
Oren Viner			*			*
Boaz Ben David			*			*
All executive officers and Board members as a group (20 individuals)			24,736,518			74.32	%

*	Represents beneficial ownership of less than 1% of our total outstanding ordinary shares.

ITEM 8.

FINANCIAL INFORMATION

A.	Consolidated Statements and Other Financial Information

ITEM 9.

THE OFFER AND LISTING

A.	Offering and Listing Details

C.

Markets

D.	Selling Shareholders

E.

Dilution

F.	Expenses of the Issue

ITEM 10.

ADDITIONAL INFORMATION

A.	Share Capital

B.	Memorandum and Articles of Association

C.	Material Contracts

D.	Exchange Controls

E.

Taxation

•

the expenditures are approved by the relevant Israeli government authority, determined by the field of research;

•

the research and development are for the benefit of the company; and

•

the research and development are carried out by or on behalf of the company seeking such tax deduction.

•

certain financial institutions;

•

insurance companies;

•

dealers or certain traders in securities that mark their securities to market for U.S. income tax purposes;

•

persons holding ordinary shares as part of a straddle, integrated or similar transaction;

•

persons who acquire ordinary shares in connection with employment;

•

persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

•

entities classified as partnerships for U.S. federal income tax purposes and their partners;

•

tax-exempt entities, individual retirement accounts, or “Roth IRAs”;

•

persons that own or are deemed to own 10% or more of the Company’s stock by vote or value; or

•

persons holding ordinary shares in connection with a trade or business outside the United States.

•

a citizen (other than a resident of Israel) or individual resident of the United States;

•

a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

•

an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

F.	Dividends and Paying Agents

G.	Statement by Experts

H.	Documents on Display

I.	Subsidiary Information

J.	Annual Report to Security Holders

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.	Debt Securities

B.	Warrants and Rights

C.	Other Securities

D.	American Depositary Shares

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 15.

CONTROLS AND PROCEDURES

A.	Disclosure Controls and Procedures

B.	Management’s Annual Report on Internal Control Over Financial Reporting

C.	Attestation Report of the Registered Public Accounting Firm

D.	Changes in Internal Control Over Financial Reporting

ITEM 16.

[RESERVED]

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16B.

CODE OF ETHICS

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

		Year ended December 31,
		2023				2022
		(in USD thousands)
Audit (1)			423				592
Audit-related fees (2)			54				-
Tax fees (3)			39				42
All other fees (4)			2				-
Total			518				634

(1)

Audit fees consist of services that would normally be provided in connection with statutory and regulatory filings or engagements, including services that generally only the independent accountant can reasonably provide.

(2)

Audit-related fees for assurance and related services that were reasonably related to the performance of the audit not reported under “Audit Fees”.

(3)

Tax fees consist of fees for professional services for tax compliance, tax advice and tax audits.

(4)

“All other fees” consist of all other fees in the years ended December 31, 2023 and 2022 related to services in connection with non-audit compliance and review work.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

ITEM 16G.

CORPORATE GOVERNANCE

ITEM 16H.

MINE SAFETY DISCLOSURE

ITEM 16I.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16J.

INSIDER TRADING POLICIES

ITEM 16K.

CYBERSECURITY

•

IS Policy development and approval

•

Risk management

•

Budgetary approval

•

Leadership and culture

•

Compliance oversight

•

Crisis management

•

Continuous improvement

ITEM 17.

FINANCIAL STATEMENTS

ITEM 18.

FINANCIAL STATEMENTS

ITEM 19.

EXHIBITS

Exhibit No.		Description
1.1		Amended and Restated Articles of Association of Nayax Ltd. (incorporated by reference to Exhibit 1.1 to the Registration Statement on Form 20-F (File No. 001-41491), filed with the SEC on September 2, 2022)
2.1		Description of Securities (incorporated by reference to Exhibit 2.1 to the Annual Report on Form 20-F (File No. 001-41491), filed with the SEC on March 1, 2023)
4.1		Shareholders’ Agreement among Amir Nechmad, Yair Nechmad, Yair Nechmad Ltd. and David Ben-Avi, dated March 9, 2021 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 20-F (File No. 001-41491), filed with the SEC on September 2, 2022)
4.2		Registration Rights Agreement, among Nayax Ltd., Amir Nechmad, Yair Nechmad and David Ben-Avi, dated as of May 4, 2021 (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form 20-F (File No. 001-41491), filed with the SEC on September 2, 2022)
4.3		Form of Indemnification Agreement (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form 20-F (File No. 001-41491), filed with the SEC on September 2, 2022)
4.4		Nayax Ltd. 2013 Share Option Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (File No. 333-267542), filed with the SEC on September 21, 2022)
4.5		Nayax Ltd. Global Equity Incentive Plan (2018) (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 (File No. 333-267542), filed with the SEC on September 21, 2022)
4.6		Remuneration Policy of Nayax Ltd. (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form 20-F (File No. 001-41491), filed with the SEC on September 2, 2022)
8.1		List of subsidiaries (incorporated by reference to Exhibit 8.1 to the Annual Report on Form 20-F (File No. 001-41491), filed with the SEC on March 1, 2021)
12.1*		Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*		Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1*		Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2*		Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1*		Consent of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited
97.1*		Policy for Recovery of Erroneously Awarded Compensation
101		The following financial statements from the Company’s 20-F for the fiscal year ended December 31, 2023 formatted in Inline XBRL: (i) Inline Consolidated Statements of Comprehensive Loss, (ii) Inline Consolidated Statements of Financial Position, (iii) Inline Consolidated Statements of Changes in Equity, (iv) Inline Consolidated Statements of Cash Flows, and (v) Inline Notes to the Consolidated Financial Statements.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

			Nayax Ltd.
Date:	February 28, 2024		By:	/s/ Yair Nechmad
				Name:	Yair Nechmad
				Title:	Chief Executive Officer
			By:	/s/ Sagit Manor
				Name:	Sagit Manor
				Title:	Chief Financial Officer