Nayax Ltd. current report, Q1 FY2024

Full document

Business Context and Reporting Period

Nayax Ltd., an Israeli foreign private issuer, filed this Form 6-K on March 12, 2024, reporting completion of a registered offering of ordinary shares.

Offering and Financial Impact

  • Total shares sold: 3.6 million ordinary shares.
  • Nayax issued and sold 2.6 million shares, including 469,565 shares sold pursuant to the underwriters’ fully exercised option.
  • Selling shareholders Amir Nechmad, Yair Nechmad and David Ben-Avi sold an aggregate of 1.0 million shares.
  • Net proceeds to Nayax were approximately $62.4 million after underwriting discounts, fees and offering expenses.
  • Nayax received no proceeds from the shares sold by the selling shareholders.
  • The filing does not provide revenue, profit, cash flow, margin, debt or liquidity metrics for the reporting period.

Material Changes Versus Prior Comparable Period

The filing does not present comparable-period operating or financial results. The principal reported change is the increase in Nayax’s share count resulting from the offering and the associated approximately $62.4 million of net proceeds.

Use of Proceeds, Outlook and Risks

  • Nayax intends to use the net proceeds to fund its previously announced acquisition of VM Tecnologia LTDA and for general corporate purposes.
  • The underwriting agreement contains customary provisions concerning offering terms, indemnification and contribution obligations.
  • The transaction may dilute existing shareholders because Nayax issued new ordinary shares; the filing does not state the post-offering share count or percentage dilution.
  • The filing does not provide additional management guidance, operating outlook, contingencies or risk-factor updates.
  • The offering was registered under Nayax’s Form F-3 registration statement, and the related prospectus supplements were filed in March 2024.

Key Facts for Investors to Verify

  • Whether the VM Tecnologia LTDA acquisition was completed, its purchase price and expected financial contribution.
  • The final post-offering share count and resulting dilution to existing shareholders.
  • The allocation of proceeds between the acquisition and general corporate purposes.
  • The underwriting agreement and prospectus supplements for definitive offering terms.
  • Nayax’s subsequent financial statements for updated liquidity, debt, cash flow and operating performance.