Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
On October 1, 2026, Nayax Ltd. (the “Company”)
issued a press release titled “Nayax Completes Acquisition of IPS Group”. A copy of the press release is furnished as Exhibit
99.1 hereto.
The information in this Form 6-K (including its
exhibits) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a filing.
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.
Exhibit 99.1
Nayax
Completes Acquisition of IPS Group
Acquisition
extends Nayax’s payments leadership into mobility with a market-leading smart
parking platform serving more than 250,000 parking
spaces
HERZLIYA,
Israel, Oct. 1, 2026 (GLOBE NEWSWIRE) -- Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce enablement, payments, and loyalty
platform designed to help merchants scale their business, today announced it has completed its acquisition of IPS Group, Inc. ("IPS"),
a leading provider of payment-enabled smart parking technology, from Windjammer Capital Investors in an all-cash transaction for a total
consideration of $350 million.
Together,
Nayax and IPS will offer cities, universities, and private operators a single differentiated platform that combines parking, payments,
and EV charging at the curb. IPS contributes a market-leading vertical platform and an installed base of more than 250,000 parking spaces
across the United States, Canada, the United Kingdom, and Ireland, a foundation Nayax will strengthen with its global payments infrastructure
and extend internationally through its established commercial presence in over 120 countries. The acquisition immediately establishes
Nayax as a leader in smart parking and expands its addressable cashless opportunity by approximately $85 billion, to approximately $342
billion by 2029.
"IPS
gives Nayax a leading position at the curb, one of the most demanding and valuable environments in unattended commerce," said Yair
Nechmad, Chairman and Chief Executive Officer of Nayax. "Our ambition is to offer cities worldwide a comprehensive mobility solution
with payments at its core, from parking to EV charging and beyond."
"IPS
has spent more than 20 years earning the trust of the cities and operators we serve," said Chad Randall, Chief Executive Officer
of IPS. "As part of Nayax, our customers gain a broader payments and EV charging ecosystem, and our platform gains a global stage."
Transaction
Details:
| · | Total
enterprise value of $350 million in an all-cash transaction on a cash-free, debt-free basis,
representing approximately 17x 2026E Adjusted EBITDA excluding anticipated synergies, and
approximately 12x including run-rate synergies of more than $8 million. |
| · | Nayax
financed the transaction with cash on hand and approximately $150 million of new debt from
Poalim Tech, the banking arm for tech companies of Bank Hapoalim, and First International
Bank of Israel. |
| · | Nayax
reiterates that IPS is expected to have an FY 2026 revenue of more than $90 million, with
more than 60% recurring revenue and approximately 20% organic growth over FY 2025, and Adjusted
EBITDA of approximately $21 million with free cash flow conversion of approximately 80%. |
| · | Nayax
expects IPS to contribute approximately $20-22 million of revenue and greater than $5 million
of Adjusted EBITDA to its FY 2026 results, reflecting the period from October 1, 2026 through
December 31, 2026. |
| · | The
transaction is expected to be immediately accretive to gross margin, Adjusted EBITDA margin,
Adjusted Earnings Per Share, and free cash flow conversion, and is aligned with Nayax’s
progress toward its 2028 targets. |
| · | Chad
Randall and the IPS executive team will continue to lead the business from San Diego, California. |
Advisors:
Jefferies
LLC served as exclusive financial advisor and Reed Smith LLP served as legal counsel to Nayax. Poalim Tech, the banking arm for tech
companies of Bank Hapoalim, and First International Bank of Israel provided debt financing to Nayax for the transaction. Harris Williams
served as exclusive financial advisor and Kirkland & Ellis LLP served as legal counsel to IPS Group, Inc. and Windjammer Capital
Investors.
About
Nayax:
Nayax
is a global commerce enablement, payments, and loyalty platform designed to help merchants scale their business. Nayax offers a complete
solution including localized cashless payment acceptance, management suite, and loyalty tools, enabling merchants to conduct commerce
anywhere, at any time. With foundations and global leadership in serving unattended retail, Nayax has transformed into a comprehensive
solution focused on our customers’ growth across multiple channels. As of June 30, 2026, Nayax has 13 global offices, approximately
1,250 employees, connections to more than 80 merchant acquirers and payment method integrations, and is globally recognized as a payment
facilitator. Nayax’s mission is to improve our customers’ revenue potential and operational efficiency, effectively and simply.
For more information, please visit www.nayax.com.
About
IPS Group, Inc.:
Founded
in 2000 and headquartered in San Diego, California, with offices in Canada and Europe, IPS Group, Inc. is an integrated payments, software,
and data analytics platform powering smart parking and curb management for municipalities, universities, and private operators. IPS launched
one of the first payment-enabled smart parking meters in 2005 and today delivers a fully integrated ecosystem spanning single and multi-space
meters, mobile and text-based payments, and mission-critical parking management software. IPS manages more than 250,000 parking spaces
across the United States, Canada, the United Kingdom, and Ireland.
Forward-Looking
Statements:
This
press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this
press release can be identified by the use of forward-looking words such as "anticipate," "believe," "could,"
"expect," "should," "plan," "intend," "estimate" and "potential," among others.
Forward-looking statements include, but are not limited to, statements regarding our intent, belief or current expectations, such as
statements in this press release regarding our financial outlook, future business prospects and the impact of recent acquisitions or
partnerships published by the Company. Forward-looking statements are based on our management’s beliefs and assumptions and on
information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ
materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to: our
expectations regarding general market conditions, including as a result of global economic trends; changes in consumer tastes and preferences;
fluctuations in inflation, interest rate and exchange rates in the global economic environment; the availability of qualified personnel
and the ability to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; our ability to implement
our growth strategy; changes in government regulation and tax matters; other factors that may affect our financial condition, liquidity
and results of operations; general economic, political, demographic and business conditions in Israel; the success of operating initiatives,
including advertising and promotional efforts and new product and concept development by us and our competitors; and other risk factors
discussed under "Risk Factors" in our annual report on Form 20-F filed with the SEC on March 9, 2026 (our "Annual Report").
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements
are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available
to us. These statements are only estimates based upon our current expectations and projections about future events. There are important
factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels
of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the
risks provided under "Risk Factors" in our Annual Report. You should not rely upon forward-looking statements as predictions
of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee
that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be
achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by
law, we undertake no obligation to update publicly any forward-looking statements for any reason, to conform these statements to actual
results or to changes in our expectations.
Public
Relations Contact:
Scott Gamm
Strategy Voice Associates
Scott@strategyvoiceassociates.com
Investor
Relations Contact:
Aaron Greenberg
Chief Strategy Officer
IR@nayax.com
