6-K

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 October, 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 ☐

Nayax Ltd. (the “Company”) hereby files its Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2023.

This Form 6-K and Exhibit 99.1 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, including without limitation the Company’s Registration Statement on Form S-8 filed with the SEC (File No. 333-267542).

EXHIBITS INDEX

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

Exhibit Description

99.1 Unaudited interim condensed consolidated financial statements as of June 30, 2023

101 The following financial information from Nayax Ltd.’s, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Unaudited interim condensed consolidated statements of financial position as of June 30, 2023 (ii) Unaudited interim condensed consolidated statements of comprehensive loss as for the Six months ended on June 30, 2023; (iii) Unaudited interim condensed consolidated statements of loss as for the Six months ended on June 30, 2023; (iv) Unaudited condensed consolidated statements of cash flow for the six and three months ended on June 30, 2023; and (v) Notes to the unaudited consolidated financial statements.

2

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 Legal Officer

Date: October 2, 2023

3

EX-99.1

Exhibit 99.1

NAYAX LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

As of June 30, 2023

(Unaudited)

NAYAX LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

As of June 30, 2023

TABLE OF CONTENTS

	Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed consolidated statements of financial position	F - 3-F - 4
Condensed consolidated statements of loss	F - 5
Condensed consolidated statements of comprehensive loss	F - 6
Condensed consolidated statements of changes in shareholders' equity	F - 7-F - 8
Condensed consolidated statements of cash flows	F - 9-F - 10
Notes to the condensed consolidated financial statements	F - 11-F - 15

F - 2

NAYAX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

	June 30		December 31
	2023		2022
	U.S. dollars in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		31,050		33,880
Restricted cash transferable to customers for processing activity		50,575		34,119
Short-term bank deposits		1,234		83
Receivables in respect of processing activity		32,404		25,382
Trade receivable, net		32,462		27,412
Inventory		22,924		23,807
Other current assets		7,215		5,777
Total current assets		177,864		150,460
NON-CURRENT ASSETS:
Long-term bank deposits		1,315		1,336
Other long-term assets		5,196		2,948
Investment in associates		5,837		6,579
Right-of-use assets, net		6,340		7,381
Property and equipment, net		5,930		6,668
Goodwill and intangible assets, net		59,344		55,116
Total non-current assets		83,962		80,028
TOTAL ASSETS		261,826		230,488

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F - 3

NAYAX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

	June 30			December 31
	2023			2022
	U.S. dollars in thousands
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term bank credit		18,069			7,684
Current maturities of long-term bank loans		1,033			1,052
Current maturities of loans from others and other long-term liabilities		4,990			4,126
Current maturities of leases liabilities		2,216			2,206
Payables in respect of processing activity		94,846			63,336
Trade payables		12,135			14,574
Other payables		17,936			17,229
Total current liabilities		151,225			110,207
NON-CURRENT LIABILITIES:
Long-term bank loans		861			1,444
Long-term loans from others and other long-term liabilities		3,606			7,062
Post-employment benefit obligations, net		429			403
Lease liabilities		5,058			5,944
Deferred income taxes		691			793
Total non-current liabilities		10,645			15,646
TOTAL LIABILITIES		161,870			125,853
EQUITY:
Share capital		8			8
Additional paid in capital		152,648			151,406
Capital reserves		9,880			9,771
Accumulated deficit		(62,580	)		(56,550	)
TOTAL EQUITY		99,956			104,635
TOTAL LIABILITIES AND EQUITY		261,826			230,488

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F - 4

NAYAX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF LOSS (UNAUDITED)

			Six months ended June 30						Three months ended June 30
			2023			2022			2023			2022
			U.S. dollars in thousands
	Notes		(Excluding loss per share data)
Revenues		4		108,569			75,343			56,159			41,211
Cost of revenues		5		(69,838	)		(48,144	)		(35,303	)		(27,105	)
Gross Profit				38,731			27,199			20,856			14,106
Research and development expenses				(10,106	)		(10,692	)		(4,970	)		(5,098	)
Selling, general and administrative expenses				(33,967	)		(29,946	)		(17,536	)		(15,121	)
Depreciation and amortization in respect of technology and capitalized development costs				(2,814	)		(2,111	)		(1,674	)		(1,066	)
Other expenses				-			(866	)		-			(866	)
Share of loss of equity method investees				(741	)		(1,071	)		(383	)		(570	)
Operating loss				(8,897	)		(17,487	)		(3,707	)		(8,615	)
Finance expenses				(118	)		(2,357	)		(40	)		(1,499	)
Loss before taxes on income				(9,015	)		(19,844	)		(3,747	)		(10,114	)
Income tax expense				(485	)		(285	)		(226	)		(235	)
Loss for the period				(9,500	)		(20,129	)		(3,973	)		(10,349	)
Loss per share of the Company:
Basic and diluted loss per share				(0.288	)		(0.614	)		(0.120	)		(0.316	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F - 5

NAYAX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

	Six months ended June 30						Three months ended June 30
	2023			2022			2023			2022
	U.S. dollars in thousands
Loss for the period		(9,500	)		(20,129	)		(3,973	)		(10,349	)
Other comprehensive loss for the period:
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations		109			(489	)		70			(339	)
Total comprehensive loss for the period		(9,391	)		(20,618	)		(3,903	)		(10,688	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F - 6

NAYAX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

	Share capital		Additional paid in capital		Remeasurement of post-employment benefit obligations		Other capital reserves		Foreign currency translation reserve			Accumulated deficit			Total equity
	U.S. dollars in thousands
Balance at January 1, 2023		8		151,406		248		9,503		20			(56,550	)		104,635
Changes in the six months ended June 30, 2023:
Loss for the period		-		-		-		-		-			(9,500	)		(9,500	)
Other comprehensive income for the period		-		-		-		-		109			-			109
Employee options exercised		*		1,242		-		-		-			-			1,242
Share-based payment		-		-		-		-		-			3,470			3,470
Balance on June 30, 2023		8		152,648		248		9,503		129			(62,580	)		99,956
Balance at January 1, 2022		8		150,366		102		9,503		394			(28,697	)		131,676
Changes in the six months ended June 30, 2022:
Loss for the period		-		-		-		-		-			(20,129	)		(20,129	)
Other comprehensive loss for the period		-		-		-		-		(489	)		-			(489	)
Employee options exercised		*		397		-		-		-			-			397
Share-based payment		-		-		-		-		-			5,635			5,635
Balance on June 30, 2022		8		150,763		102		9,503		(95	)		(43,191	)		117,090

(*) Represents an amount lower than $1 thousand.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F - 7

NAYAX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

	Share capital		Additional paid in capital		Remeasurement of post-employment benefit obligations		Other capital reserves		Foreign currency translation reserve			Accumulated deficit			Total equity
	U.S. dollars in thousands
Balance at April 1, 2023		8		151,710		248		9,503		59			(60,286	)		101,242
Changes in the three months ended June 30, 2023:
Loss for the period		-		-		-		-		-			(3,973	)		(3,973	)
Other comprehensive income for the period		-		-		-		-		70			-			70
Employee options exercised		*		938		-		-		-			-			938
Share-based compensation		-		-		-		-		-			1,679			1,679
Balance on June 30, 2023		8		152,648		248		9,503		129			(62,580	)		99,956
Balance at April 1, 2022		8		150,460		102		9,503		244			(35,217	)		125,100
Changes in the three months ended June 30, 2022:
Loss for the period		-		-		-		-		-			(10,349	)		(10,349	)
Other comprehensive loss for the period		-		-		-		-		(339	)		-			(339	)
Employee options exercised		*		303		-		-		-			-			303
Share-based compensation		-		-		-		-		-			2,375			2,375
Balance on June 30, 2022		8		150,763		102		9,503		(95	)		(43,191	)		117,090

(*) Represents an amount lower than $1 thousand.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F - 8

NAYAX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six months ended June 30						Three months ended June 30
	2023			2022			2023			2022
	U.S. dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period		(9,500	)		(20,129	)		(3,973	)		(10,349	)
Adjustments to reconcile net loss to net cash provided by (used in) operations (see Appendix A)		8,722			1,942			2,310			(4,892	)
Net cash used in operating activities		(778	)		(18,187	)		(1,663	)		(15,241	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized development costs		(7,984	)		(6,131	)		(4,449	)		(3,269	)
Acquisition of property and equipment		(274	)		(599	)		(178	)		(410	)
Loans granted to an equity method investee		(620	)		-			(620	)		-
Increase in bank deposits		(1,182	)		(7,048	)		(1,123	)		(370	)
Payments for acquisitions of subsidiaries, net of cash acquired		-			440			-			440
Interest received		448			35			424			35
Investments in financial assets		(97	)		(6,686	)		(97	)		(1,014	)
Proceeds from sub-lessee		69			-			69			-
Net cash used in investing activities		(9,640	)		(19,989	)		(5,974	)		(4,588	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Interest paid		(1,020	)		(261	)		(745	)		(120	)
Changes in short-term bank credit		10,874			-			6,643			-
Royalties paid in respect to government assistance plans		(67	)		(36	)		(67	)		(36	)
Transactions with non-controlling interests		-			(186	)		-			-
Repayment of long-term bank loans		(502	)		(1,711	)		(248	)		(248	)
Repayment of long-term loans from others		(2,261	)		(1,568	)		(1,055	)		(626	)
Repayment of other long-term liabilities		(136	)		(148	)		(67	)		(73	)
Employee options exercised		1,033			501			937			410
Principal lease payments		(1,063	)		(656	)		(489	)		(205	)
Net cash provided by (used in) financing activities		6,858			(4,065	)		4,909			(898	)
Decrease in cash and cash equivalents		(3,560	)		(42,241	)		(2,728	)		(20,727	)
Balance of cash and cash equivalents at beginning of period		33,880			87,332			33,212			64,752
Gains (losses) from exchange differences on cash and cash equivalents		537			(3,897	)		424			(2,618	)
Gains (losses) from translation differences on cash and cash equivalents of foreign activity operations		193			568			142			355
Balance of cash and cash equivalents at end of period		31,050			41,762			31,050			41,762

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F - 9

NAYAX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six months ended June 30						Three months ended June 30
	2023			2022			2023			2022
	U.S. dollars in thousands
Appendix A – adjustments to reconcile net loss to net cash provided by operations:
Adjustments in respect of:
Depreciation and amortization		5,783			3,936			3,156			1,932
Post-employment benefit obligations, net		26			(42	)		22			(19	)
Deferred taxes		(72	)		(107	)		(36	)		(53	)
Finance expenses (income), net		(1,018	)		2,988			(807	)		2,034
Expenses in respect of long-term employee benefits		98			91			38			41
Share of loss of equity method investees		741			1,071			383			570
Long-term deferred income		(52	)		(52	)		(26	)		(26	)
Expenses in respect of share-based compensation		2,985			5,165			1,425			2,063
Total adjustments		8,491			13,050			4,155			6,542
Changes in operating asset and liability items:
Decrease (Increase) in restricted cash transferable to customers for processing activity		(16,456	)		(9,021	)		(6,493	)		338
Increase in receivables from processing activity		(7,023	)		(7,965	)		(4,662	)		(2,777	)
Increase in trade receivables		(4,949	)		(5,851	)		(2,517	)		(4,784	)
Increase in other current assets		(238	)		(7,063	)		(1,237	)		(7,326	)
Decrease (Increase) in inventory		850			(10,208	)		4,432			(7,960	)
Increase in payables in respect of processing activity		31,510			15,645			15,095			609
Increase (Decrease) in trade payables		(2,032	)		12,106			(4,516	)		11,160
Increase (Decrease) in other payables		(1,431	)		1,249			(1,947	)		(694	)
Total changes in operating asset and liability items		231			(11,108	)		(1,845	)		(11,434	)
Total adjustments to reconcile net loss to net cash provided by (used in) operations		8,722			1,942			2,310			(4,892	)
Appendix B – Information regarding investing and financing activities not involving cash flows:
Purchase of property and equipment in credit		2			70			2			70
Acquisition of right-of-use assets through lease liabilities		338			380			243			0
Share based payments costs attributed to development activities, capitalized as intangible assets		485			470			254			312
Recognition of receivable balance in respect of sub-lease against derecognition of right-of-use asset in respect of lease of buildings		455			-			455			-

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F - 10

NAYAX LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL

a. Nayax Ltd. (hereafter – the “Company”) was incorporated in January 2005. The Company provides processing and software as a service (SaaS) business operations solutions and services via a global platform. The Company is marketing its POS devices and SaaS solutions it developed in more than 60 countries worldwide (including Israel) through subsidiaries (the Company and the subsidiaries, hereafter – the “Group”) and through local distributors.

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.

b. These condensed consolidated interim financial statements were approved by the Board of Directors on September 27, 2023, and should be read in conjunction with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2023.

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

a. The unaudited condensed consolidated interim consolidated financial statements of the Company as of June 30, 2023, and for the six-months and three-months interim periods ended on that date (hereinafter: "the Condensed Interim Financial Information") have been prepared in accordance with International Accounting Standard IAS 34, “Interim Financial Reporting”. These Condensed Consolidated Interim Financial Statements, that are unaudited, do not include all the information and disclosures that would otherwise be required in a complete set of annual financial statements and should be read in conjunction with the annual financial statements as of December 31, 2022, and their accompanying notes, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as published by the International Accounting Standards Board (“IASB”). The results of the Group and in the six -months and three-months periods ended June 30, 2023, do not necessarily provide indication of the results that can be expected in the year ended December 31, 2023.

b. Estimates and judgments

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.

F - 11

NAYAX LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 4 - REVENUES

	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

NOTE 5 - COST OF REVENUES

	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

a. As of December 31, 2022, the Company had a short-term credit facility in the amount of NIS 35 million ($10.6 million) from an Israeli bank that bears a prime based variable interest rate. In April 2023, the short-term credit facility was increased to NIS 42.5 million ($11.5 million).

b. In May 2023, the Company received a short-term credit facility in the amount of NIS 17 million ($4.6 million) from an Israeli bank that bears a prime based variable interest rate.

c. Under the two above financing agreements, the Company is required to meet certain financial covenants. As of June 30, 2023, the Company met all the covenants.

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”).

F - 12

NAYAX LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 6 - EVENTS DURING THE REPORTING PERIOD (continue)

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;

a) First Call Option - a Call Option granted to the Company to buy from BHP and Feit such number of shares that following the exercise of the First Call Option, the Company will hold 50.1% of the voting rights in IoT Technology, such that the Company will be able to consolidate the Company in its financial statements. The option can be exercised by the Company between two to eleven years from signing of the New Agreement date. As of June 30, 2023, the fair value of the First Call Option was determined to be $1,918 thousand.

b) Second Call Option - a Second Call Option granted to the Company to buy from BHP and Feit such number of shares that following the exercise option the Company will hold 100% from IoT Technology. The option can be exercised by the Company at any time during a period of ten years following the exercise of the First Call Option and in no event later than fourteen years from the signing of New Agreement.

c) Put Option - the Put Option granted by the Company to BHP and Feit to sell the remaining shares of IoT Technology. The Put Option shall be exercisable commencing at any time following the lapse of two years following the signing of the New Agreement and ending upon the lapse of the Second Call Option period.

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

F - 13

NAYAX LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 6 - EVENTS DURING THE REPORTING PERIOD (continue)

d. Collaboration agreement of IoT Technology Holdings Ltd. establishment (continue)

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

	U.S. Dollars in thousands
Financial assets at fair value through profit or loss (*)		1,918
Liability for deferred consideration		1,500
Deferred income (**)		418

(*) 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.

NOTE 7 - FINANCIAL INSTRUMENTS

Fair value of financial assets and financial liabilities

The carrying amounts of all financial assets and financial liabilities in the Company's statement of financial position reasonably approximate their fair value.

NOTE 8 - LOSS PER SHARE

a. Basic

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):

	Six months ended June 30						Three months ended June 30
	2023			2022			2023			2022
Loss for the period		(9,500	)		(20,129	)		(3,973	)		(10,349	)
Weighted average of number of ordinary shares		33,023			32,781			33,075			32,805
Basic loss per ordinary share		(0.288	)		(0.614	)		(0.120	)		(0.316	)

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):

	June 30, 2023		June 30, 2022
Options and unvested RSU issued as part of share-based payment		3,737		3,893

F - 14

NAYAX LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 9 - SHARE BASED COMPENSATION

June 26, 2023 award

Allotment date	Share price		Exercise price		Expected term		Risk-free interest rate			Average standard deviation			Fair value
June 26, 2023 – Options	$	19.34	$	18.83		5		3.96	%		67.8	%	$	11.03
June 26, 2023 – RSUs	$	19.34		-		-		-			-		$	19.34

On June 26, 2023, the Company allotted 27,500 options and 137,524 restricted share units (RSUs) to employees of the Company and subsidiaries. The vesting period of the options and RSUs is 4 years, with 25% of the options vest on the first anniversary of grant date, and after that, additional 6.25% of the options vest on the last day of each subsequent calendar quarter. Options not exercised within 5 years of inception date will expire.

In respect of employees and officers in Israel, all plans described above are supposed to be managed under the rules of the capital option, as set out in Section 102 of the Income Tax Ordinance. The allotments to Israelis who are not employees are subject to Section 3(i) to the Income Tax Ordinance. Overseas employees and service providers are subject to tax laws in their respective countries.

NOTE 10 - SUBSEQUENT EVENTS

Credit Facility from an Israeli Bank

In July 2023, the Company received a short-term credit facility from an Israeli bank in the amount of $9,750 thousand. The short-term credit facility bears a prime based variable interest rate.

F - 15

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2023
Entity Addresses [Line Items]
Entity Registrant Name	NAYAX LTD.
Entity Central Index Key	0001901279
Document Type	6-K
Document Period End Date	Jun. 30, 2023
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Address, Address Line One	Arik Einstein Street
Entity Address, Address Line Two	Bldg. B, 1st Floor
Entity Address, City or Town	Herzliya
Entity Address, Country	IL
Entity Address, Postal Zip Code	4659071

XML

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 31,050	$ 33,880
Restricted cash transferable to customers for processing activity	50,575	34,119
Short-term bank deposits	1,234	83
Receivables in respect of processing activity	32,404	25,382
Trade receivable, net	32,462	27,412
Inventory	22,924	23,807
Other current assets	7,215	5,777
Total current assets	177,864	150,460
NON-CURRENT ASSETS:
Long-term bank deposits	1,315	1,336
Other long-term assets	5,196	2,948
Investment in associates	5,837	6,579
Right-of-use assets, net	6,340	7,381
Property and equipment, net	5,930	6,668
Goodwill and intangible assets, net	59,344	55,116
Total non-current assets	83,962	80,028
TOTAL ASSETS	261,826	230,488
CURRENT LIABILITIES:
Short-term bank credit	18,069	7,684
Current maturities of long-term bank loans	1,033	1,052
Current maturities of loans from others and other long-term liabilities	4,990	4,126
Current maturities of leases liabilities	2,216	2,206
Payables in respect of processing activity	94,846	63,336
Trade payables	12,135	14,574
Other payables	17,936	17,229
Total current liabilities	151,225	110,207
NON-CURRENT LIABILITIES:
Long-term bank loans	861	1,444
Long-term loans from others and other long-term liabilities	3,606	7,062
Post-employment benefit obligations, net	429	403
Lease liabilities	5,058	5,944
Deferred income taxes	691	793
Total non-current liabilities	10,645	15,646
TOTAL LIABILITIES	161,870	125,853
Equity attributed to parent company’s shareholders:
Share capital	8	8
Additional paid in capital	152,648	151,406
Capital reserves	9,880	9,771
Accumulated deficit	(62,580)	(56,550)
TOTAL EQUITY	99,956	104,635
TOTAL LIABILITIES AND EQUITY	$ 261,826	$ 230,488

XML

CONDENSED CONSOLIDATED STATEMENTS OF LOSS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Profit or loss [abstract]
Revenues	$ 56,159	$ 41,211	$ 108,569	$ 75,343
Cost of revenues	(35,303)	(27,105)	(69,838)	(48,144)
Gross Profit	20,856	14,106	38,731	27,199
Research and development expenses	(4,970)	(5,098)	(10,106)	(10,692)
Selling, general and administrative expenses	(17,536)	(15,121)	(33,967)	(29,946)
Depreciation and amortization in respect of technology and capitalized development costs	(1,674)	(1,066)	(2,814)	(2,111)
Other expenses	(0)	(866)	(0)	(866)
Share of loss of equity method investees	(383)	(570)	(741)	(1,071)
Operating loss	(3,707)	(8,615)	(8,897)	(17,487)
Finance expenses	(40)	(1,499)	(118)	(2,357)
Loss before taxes on income	(3,747)	(10,114)	(9,015)	(19,844)
Income tax expense	(226)	(235)	(485)	(285)
Loss for the period	$ (3,973)	$ (10,349)	$ (9,500)	$ (20,129)
Loss per share of the Company:
Basic loss per share	$ (0.12)	$ (0.316)	$ (0.288)	$ (0.614)
Diluted loss per share	$ (0.12)	$ (0.316)	$ (0.288)	$ (0.614)

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other comprehensive income [abstract]
Loss for the period	$ (3,973)	$ (10,349)	$ (9,500)	$ (20,129)
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations	70	(339)	109	(489)
Total	$ (3,903)	$ (10,688)	$ (9,391)	$ (20,618)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) - USD ($) $ in Thousands		Share capital	Additional paid in capital	Remeasurement of post-employment benefit obligations	Other capital reserves	Foreign currency translation reserve	Accumulated deficit	Total
Balance at Dec. 31, 2021		$ 8	$ 150,366	$ 102	$ 9,503	$ 394	$ (28,697)	$ 131,676
Statements [Line Items]
Loss for the period		0	0	0	(0)	0	(20,129)	(20,129)
Other comprehensive income (loss) for the year		$ 0	0	0	0	(489)	0	(489)
Employee options exercised			397	0	0	0	0	397
Employee options exercised (in shares)	[1]
Share-based payments		$ 0	0	0	0	0	5,635	5,635
Balance at Jun. 30, 2022		8	150,763	102	9,503	(95)	(43,191)	117,090
Balance at Mar. 31, 2022		8	150,460	102	9,503	244	(35,217)	125,100
Statements [Line Items]
Loss for the period		0	0	0	0	0	(10,349)	(10,349)
Other comprehensive income (loss) for the year		$ 0	0	0	0	(339)	0	(339)
Employee options exercised			303	0	0	0	0	303
Employee options exercised (in shares)	[1]
Share-based payments		$ 0	0	0	0	0	2,375	2,375
Balance at Jun. 30, 2022		8	150,763	102	9,503	(95)	(43,191)	117,090
Balance at Dec. 31, 2022		8	151,406	248	9,503	20	(56,550)	104,635
Statements [Line Items]
Loss for the period		0	0	0	0	0	(9,500)	(9,500)
Other comprehensive income (loss) for the year		$ 0	0	0	0	109	0	109
Employee options exercised			1,242	0	0	0	0	1,242
Employee options exercised (in shares)	[1]
Share-based payments		$ 0	0	0	0	0	3,470	3,470
Balance at Jun. 30, 2023		8	152,648	248	9,503	129	(62,580)	99,956
Balance at Mar. 31, 2023		8	151,710	248	9,503	59	(60,286)	101,242
Statements [Line Items]
Loss for the period		0	0	0	0	0	(3,973)	(3,973)
Other comprehensive income (loss) for the year		$ 0	0	0	0	70	0	70
Employee options exercised			938	0	0	0	0	938
Employee options exercised (in shares)	[1]
Share-based payments		$ 0	0	0	0	0	1,679	1,679
Balance at Jun. 30, 2023		$ 8	$ 152,648	$ 248	$ 9,503	$ 129	$ (62,580)	$ 99,956

[1] Presents less than 1 thousand

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$ (3,973)	$ (10,349)	$ (9,500)	$ (20,129)
Adjustments to reconcile net loss to net cash provided by (used in) operations (see Appendix A)	2,310	(4,892)	8,722	1,942
Net cash used in operating activities	(1,663)	(15,241)	(778)	(18,187)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized development costs	(4,449)	(3,269)	(7,984)	(6,131)
Acquisition of property and equipment	(178)	(410)	(274)	(599)
Loans granted to an equity method investee	(620)	0	(620)	0
Increase in bank deposits	(1,123)	(370)	(1,182)	(7,048)
Payments for acquisitions of subsidiaries, net of cash acquired	0	440	0	440
Interest received	424	35	448	35
Investments in financial assets	(97)	(1,014)	(97)	(6,686)
Proceeds from sub-lessee	69	0	69	0
Net cash used in investing activities	(5,974)	(4,588)	(9,640)	(19,989)
CASH FLOWS FROM FINANCING ACTIVITIES:
Interest paid	(745)	(120)	(1,020)	(261)
Changes in short-term bank credit	6,643	0	10,874	0
Royalties paid in respect to government assistance plans	(67)	(36)	(67)	(36)
Transactions with non-controlling interests	0	0	0	(186)
Repayment of long-term bank loans	(248)	(248)	(502)	(1,711)
Repayment of long-term loans from others	(1,055)	(626)	(2,261)	(1,568)
Repayment of other long-term liabilities	(67)	(73)	(136)	(148)
Employee options exercised	937	410	1,033	501
Principal lease payments	(489)	(205)	(1,063)	(656)
Net cash provided by (used in) financing activities	4,909	(898)	6,858	(4,065)
Decrease in cash and cash equivalents	(2,728)	(20,727)	(3,560)	(42,241)
Balance of cash and cash equivalents at beginning of period	33,212	64,752	33,880	87,332
Gains (losses) from exchange differences on cash and cash equivalents	424	(2,618)	537	(3,897)
Gains (losses) from translation differences on cash and cash equivalents of foreign activity operations	142	355	193	568
Balance of cash and cash equivalents at end of period	31,050	41,762	31,050	41,762
Adjustments in respect of:
Depreciation and amortization	3,156	1,932	5,783	3,936
Post-employment benefit obligations, net	22	(19)	26	(42)
Deferred taxes	(36)	(53)	(72)	(107)
Finance expenses (income), net	(807)	2,034	(1,018)	2,988
Expenses in respect of long-term employee benefits	38	41	98	91
Share of loss of equity method investees	383	570	741	1,071
Long-term deferred income	(26)	(26)	(52)	(52)
Expenses in respect of share-based compensation	1,425	2,063	2,985	5,165
Total adjustments	4,155	6,542	8,491	13,050
Changes in operating asset and liability items:
Decrease (Increase) in restricted cash transferable to customers for processing activity	(6,493)	338	(16,456)	(9,021)
Increase in receivables from processing activity	(4,662)	(2,777)	(7,023)	(7,965)
Increase in trade receivables	(2,517)	(4,784)	(4,949)	(5,851)
Increase in other current assets	(1,237)	(7,326)	(238)	(7,063)
Decrease (Increase) in inventory	4,432	(7,960)	850	(10,208)
Increase in payables in respect of processing activity	15,095	609	31,510	15,645
Increase (decrease) in trade payables	(4,516)	11,160	(2,032)	12,106
Increase (Decrease) in other payables	(1,947)	(694)	(1,431)	1,249
Total changes in operating asset and liability items	(1,845)	(11,434)	231	(11,108)
Total adjustments to reconcile net loss to net cash provided by (used in) operations	2,310	(4,892)	8,722	1,942
Appendix B – Information regarding investing and financing activities not involving cash flows:
Purchase of property and equipment in credit	2	70	2	70
Acquisition of right-of-use assets through lease liabilities	243	0	338	380
Share based payments costs attributed to development activities, capitalized as intangible assets	254	312	485	470
Recognition of receivable balance in respect of sub-lease against derecognition of right-of-use asset in respect of lease of buildings	$ 455	$ 0	$ 455	$ 0

XML

GENERAL

6 Months Ended

Jun. 30, 2023

Disclosure Of General Information [Abstract]

GENERAL

NOTE 1 - GENERAL

a. Nayax Ltd. (hereafter – the “Company”) was incorporated in January 2005. The Company provides processing and software as a service (SaaS) business operations solutions and services via a global platform. The Company is marketing its POS devices and SaaS solutions it developed in more than 60 countries worldwide (including Israel) through subsidiaries (the Company and the subsidiaries, hereafter – the “Group”) and through local distributors.

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.

b. These condensed consolidated interim financial statements were approved by the Board of Directors on September 27, 2023, and should be read in conjunction with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2023.

XML

BASIS OF PREPARATION OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

6 Months Ended

Jun. 30, 2023

Disclosure Of Basis Of Preparation Of Condensed Consolidated Interim Financial Statements [Abstract]

BASIS OF PREPARATION OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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

a. The unaudited condensed consolidated interim consolidated financial statements of the Company as of June 30, 2023, and for the six-months and three-months interim periods ended on that date (hereinafter: "the Condensed Interim Financial Information") have been prepared in accordance with International Accounting Standard IAS 34, “Interim Financial Reporting”. These Condensed Consolidated Interim Financial Statements, that are unaudited, do not include all the information and disclosures that would otherwise be required in a complete set of annual financial statements and should be read in conjunction with the annual financial statements as of December 31, 2022, and their accompanying notes, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as published by the International Accounting Standards Board (“IASB”). The results of the Group and in the six -months and three-months periods ended June 30, 2023, do not necessarily provide indication of the results that can be expected in the year ended December 31, 2023.

b. Estimates and judgments

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.

XML

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

Disclosure Of Significant Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

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.

XML

REVENUES

12 Months Ended

Dec. 31, 2022

Revenue [abstract]

REVENUES

NOTE 4 - REVENUES

	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

XML

COST OF REVENUES

6 Months Ended

Jun. 30, 2023

Disclosure Of Cost Of Revenues [Abstract]

COST OF REVENUES

NOTE 5 - COST OF REVENUES

	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

XML

EVENTS DURING THE REPORTING PERIOD

6 Months Ended

Jun. 30, 2023

Events During Reporting Period [Abstract]

EVENTS DURING THE REPORTING PERIOD

NOTE 6 - EVENTS DURING THE REPORTING PERIOD

a. Short-term credit facility

a. As of December 31, 2022, the Company had a short-term credit facility in the amount of NIS 35 million ($10.6 million) from an Israeli bank that bears a prime based variable interest rate. In April 2023, the short-term credit facility was increased to NIS 42.5 million ($11.5 million).

b. In May 2023, the Company received a short-term credit facility in the amount of NIS 17 million ($4.6 million) from an Israeli bank that bears a prime based variable interest rate.

c. Under the two above financing agreements, the Company is required to meet certain financial covenants. As of June 30, 2023, the Company met all the covenants.

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;

a) First Call Option - a Call Option granted to the Company to buy from BHP and Feit such number of shares that following the exercise of the First Call Option, the Company will hold 50.1% of the voting rights in IoT Technology, such that the Company will be able to consolidate the Company in its financial statements. The option can be exercised by the Company between two to eleven years from signing of the New Agreement date. As of June 30, 2023, the fair value of the First Call Option was determined to be $1,918 thousand.

b) Second Call Option - a Second Call Option granted to the Company to buy from BHP and Feit such number of shares that following the exercise option the Company will hold 100% from IoT Technology. The option can be exercised by the Company at any time during a period of ten years following the exercise of the First Call Option and in no event later than fourteen years from the signing of New Agreement.

c) Put Option - the Put Option granted by the Company to BHP and Feit to sell the remaining shares of IoT Technology. The Put Option shall be exercisable commencing at any time following the lapse of two years following the signing of the New Agreement and ending upon the lapse of the Second Call Option period.

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:

	U.S. Dollars in thousands
Financial assets at fair value through profit or loss (*)		1,918
Liability for deferred consideration		1,500
Deferred income (**)		418

(*) 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.

XML

FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2023

Disclosure of detailed information about financial instruments [abstract]

FINANCIAL INSTRUMENTS

NOTE 7 - FINANCIAL INSTRUMENTS

Fair value of financial assets and financial liabilities

The carrying amounts of all financial assets and financial liabilities in the Company's statement of financial position reasonably approximate their fair value.

XML

LOSS PER SHARE

6 Months Ended

Jun. 30, 2023

Earnings per share [abstract]

LOSS PER SHARE

NOTE 8 - LOSS PER SHARE

a. Basic

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):

	Six months ended June 30						Three months ended June 30
	2023			2022			2023			2022
Loss for the period		(9,500	)		(20,129	)		(3,973	)		(10,349	)
Weighted average of number of ordinary shares		33,023			32,781			33,075			32,805
Basic loss per ordinary share		(0.288	)		(0.614	)		(0.120	)		(0.316	)

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):

	June 30, 2023		June 30, 2022
Options and unvested RSU issued as part of share-based payment		3,737		3,893

XML

SHARE BASED COMPENSATION

6 Months Ended

Jun. 30, 2023

Disclosure of classes of share capital [abstract]

SHARE BASED COMPENSATION

NOTE 9 - SHARE BASED COMPENSATION

June 26, 2023 award

Allotment date	Share price		Exercise price		Expected term		Risk-free interest rate			Average standard deviation			Fair value
June 26, 2023 – Options	$	19.34	$	18.83		5		3.96	%		67.8	%	$	11.03
June 26, 2023 – RSUs	$	19.34		-		-		-			-		$	19.34

On June 26, 2023, the Company allotted 27,500 options and 137,524 restricted share units (RSUs) to employees of the Company and subsidiaries. The vesting period of the options and RSUs is 4 years, with 25% of the options vest on the first anniversary of grant date, and after that, additional 6.25% of the options vest on the last day of each subsequent calendar quarter. Options not exercised within 5 years of inception date will expire.

In respect of employees and officers in Israel, all plans described above are supposed to be managed under the rules of the capital option, as set out in Section 102 of the Income Tax Ordinance. The allotments to Israelis who are not employees are subject to Section 3(i) to the Income Tax Ordinance. Overseas employees and service providers are subject to tax laws in their respective countries.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

Disclosure of non-adjusting events after reporting period [abstract]

SUBSEQUENT EVENTS

NOTE 10 - SUBSEQUENT EVENTS

Credit Facility from an Israeli Bank

In July 2023, the Company received a short-term credit facility from an Israeli bank in the amount of $9,750 thousand. The short-term credit facility bears a prime based variable interest rate.

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REVENUES (Tables)

12 Months Ended

Dec. 31, 2022

Revenue [abstract]

Disclosure of detailed information about revenues

	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

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COST OF REVENUES (Tables)

6 Months Ended

Jun. 30, 2023

Disclosure Of Cost Of Revenues [Abstract]

Disclosure of detailed information about cost of revenues

	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

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EVENTS DURING THE REPORTING PERIOD (Tables)

6 Months Ended

Jun. 30, 2023

Events During Reporting Period [Abstract]

Disclosure of detail information about investment

	U.S. Dollars in thousands
Financial assets at fair value through profit or loss (*)		1,918
Liability for deferred consideration		1,500
Deferred income (**)		418

(*) 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.

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LOSS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2023

Earnings per share [abstract]

Schedule of basic earnings per ordinary share

	Six months ended June 30						Three months ended June 30
	2023			2022			2023			2022
Loss for the period		(9,500	)		(20,129	)		(3,973	)		(10,349	)
Weighted average of number of ordinary shares		33,023			32,781			33,075			32,805
Basic loss per ordinary share		(0.288	)		(0.614	)		(0.120	)		(0.316	)

Schedule of diluted earnings per ordinary share

	June 30, 2023		June 30, 2022
Options and unvested RSU issued as part of share-based payment		3,737		3,893

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SHARE BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2023

Disclosure of classes of share capital [abstract]

Disclosure of share-based payment

Allotment date	Share price		Exercise price		Expected term		Risk-free interest rate			Average standard deviation			Fair value
June 26, 2023 – Options	$	19.34	$	18.83		5		3.96	%		67.8	%	$	11.03
June 26, 2023 – RSUs	$	19.34		-		-		-			-		$	19.34

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REVENUES - Disclosure of revenues information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue [abstract]
Revenues from sale of integrated POS devices	$ 19,833	$ 15,777	$ 39,952	$ 27,394
Recurring revenues:
SaaS revenues	14,284	10,825	27,473	21,172
Payment processing fee	22,042	14,609	41,144	26,777
Total recurring revenues	36,326	25,434	68,617	47,949
Total	$ 56,159	$ 41,211	$ 108,569	$ 75,343

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COST OF REVENUES - Disclosure of cost of revenues (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disclosure Of Cost Of Revenues [Abstract]
Cost of integrated POS devices sales	$ 16,138	$ 14,674	$ 33,913	$ 25,516
Cost of recurring revenues	19,165	12,431	35,925	22,628
Total	$ 35,303	$ 27,105	$ 69,838	$ 48,144

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EVENTS DURING THE REPORTING PERIOD (Narrative) (Details) ₪ in Thousands, $ in Thousands			1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
		Jun. 09, 2022 USD ($)	May 31, 2023 ILS (₪)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 ILS (₪)	May 31, 2023 USD ($)	Apr. 30, 2023 ILS (₪)	Apr. 30, 2023 USD ($)	Jan. 31, 2023 ILS (₪)	Dec. 31, 2022 USD ($)
Disclosure of detailed information about borrowings [line items]
Additions in investment				$ 620	$ 0	$ 620	$ 0
Roseman Engineering Ltd.
Disclosure of detailed information about borrowings [line items]
Cash transferred | ₪												₪ 15,000
New Agreement | IoT Technology Holdings Ltd.
Disclosure of detailed information about borrowings [line items]
Proportion of ownership interest in associate		49.10%
Investment amount		$ 1,500
Proportion of ownership interest in associate according to First Call Option		50.10%
Description of exercise term of First Call Option		Company between two to eleven years from signing of the New Agreement date.
Proportion of ownership interest in associate according to Second Call Option		100.00%
Description of exercise term of Second Call Option		The option can be exercised by the Company at any time during a period of ten years following the exercise of the First Call Option and in no event later than fourteen years from the signing of New Agreement.
Description of exercise term of Put Option		The Put Option shall be exercisable commencing at any time following the lapse of two years following the signing of the New Agreement and ending upon the lapse of the Second Call Option period.
Fair value of the First Call Option	[1]			$ 1,918		$ 1,918
New Agreement | IoT Technology Holdings Ltd. | Mr. Alon Feit
Disclosure of detailed information about borrowings [line items]
Proportion of ownership interest in associate		30.90%
Investment amount		$ 500
New Agreement | IoT Technology Holdings Ltd. | Bank Hapoalim
Disclosure of detailed information about borrowings [line items]
Proportion of ownership interest in associate		20.00%
Investment amount		$ 1,500
Additions in investment		$ 1,500
Short term credit facility
Disclosure of detailed information about borrowings [line items]
Notional amount			₪ 17,000					₪ 35,000	$ 4,600	₪ 42,500	$ 11,500		$ 10,600
Interest rate basis			a prime based variable interest rate					a prime based variable interest rate

[1] 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.

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EVENTS DURING THE REPORTING PERIOD - Disclosure of Long-term bank loans (Details) - New Agreement - IoT Technology Holdings Ltd. $ in Thousands	Jun. 30, 2023 USD ($)
Disclosure of detailed information about borrowings [line items]
Financial assets at fair value through profit or loss	$ 1,918	[1]
Liability for deferred consideration	1,500
Deferred income	$ 418	[2]

[1] 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.

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

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LOSS PER SHARE - Disclosure of basic loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings per share [abstract]
Loss for the period	$ (3,973)	$ (10,349)	$ (9,500)	$ (20,129)
Weighted average of number of ordinary shares	33,075	32,805	33,023	32,781
Basic loss per ordinary share	$ (0.12)	$ (0.316)	$ (0.288)	$ (0.614)

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LOSS PER SHARE - Disclosure of diluted earnings per share (Details) - shares shares in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Options and unvested RSU issued as part of share-based payment
Earnings per share [line items]
Number of ordinary shares used in calculating diluted earnings per share	3,737	3,893

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SHARE BASED COMPENSATION (Narrative) (Details) - June 26, 2023	Jun. 26, 2023 Share
Disclosure of classes of share capital [line items]
Stock option vesting term	The vesting period of the options and RSUs is 4 years, with 25% of the options vest on the first anniversary of grant date, and after that, additional 6.25% of the options vest on the last day of each subsequent calendar quarter. Options not exercised within 5 years of inception date will expire.
Restricted Share Units | Employee
Disclosure of classes of share capital [line items]
Number of option allotted	137,524
Share Options | Employee
Disclosure of classes of share capital [line items]
Number of option allotted	27,500

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SHARE BASED COMPENSATION - Disclosure of share-based payment (Details) - June 26, 2023	6 Months Ended
	Jun. 30, 2023 USD ($) Years $ / shares
Share Options
Disclosure of classes of share capital [line items]
Allotment date	June 26, 2023
Share price	$ 19.34
Exercise price	$ 18.83
Expected term | Years	5
Risk-free interest rate	3.96%
Average standard deviation	67.80%
Fair value | $	$ 11.03
Restricted Share Units
Disclosure of classes of share capital [line items]
Allotment date	June 26, 2023
Share price - RSUs	$ 19.34
Exercise price	$ 0
Expected term | Years	0
Risk-free interest rate	0.00%
Average standard deviation	0.00%
Fair value | $	$ 19.34

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SUBSEQUENT EVENTS (Narrative) (Details) - Subsequent event - Short-term credit facility $ in Thousands	1 Months Ended
	Jul. 31, 2023 USD ($)
Disclosure of non-adjusting events after reporting period [line items]
Crédit facility face amount	$ 9,750
Interest rate basis	a prime based variable interest rate