SCHEDULE 13G/A: Key Insiders Disclose Significant Ownership Stakes in Nayax Ltd, Highlighting Shareholder Voting Agreement

Three principal shareholders, Amir Nechmad, Yair Nechmad, and David Ben-Avi, have disclosed substantial beneficial ownership in Nayax Ltd, collectively holding over 60% of the outstanding shares and operating under a joint voting agreement.

Summary

• Amir Nechmad beneficially owns 6,927,920.60 Ordinary Shares, representing 18.92% of Nayax Ltd's outstanding shares.
• Yair Nechmad beneficially owns 8,642,388.40 Ordinary Shares, including options for 145,000 shares exercisable at NIS 105 each, representing 23.52% of Nayax Ltd's outstanding shares.
• David Ben-Avi beneficially owns 7,058,529.70 Ordinary Shares, including options for 145,000 shares exercisable at NIS 105 each, representing 19.21% of Nayax Ltd's outstanding shares.
• The total outstanding Ordinary Shares of Nayax Ltd as of December 31, 2024, were 36,607,407.
• The reporting persons are parties to a Shareholders' Rights Agreement dated March 9, 2021, which governs their voting on director elections and requires consensus on voting at general shareholder meetings.
• The agreement also imposes limitations on the sale or transfer of their Ordinary Shares.
• Each reporting person disclaims beneficial ownership of the Ordinary Shares held by the other reporting persons, despite potentially being deemed to own them due to the agreement.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and a pre-existing shareholders' agreement, providing neutral information without explicit positive or negative financial performance indicators.

Risks

• Limitations on the sale or transfer of Ordinary Shares for the reporting persons due to the Shareholders' Agreement.
• Potential for concentrated voting power among the reporting persons due to the Shareholders' Agreement, which could influence corporate decisions.

Future Outlook

NA

Industry Context

This Schedule 13G filing primarily concerns beneficial ownership disclosure and does not provide specific insights into broader industry trends or competitive landscape for Nayax Ltd. It focuses on the ownership structure of key individuals within the company.

Corporate Governance

Related Party Transactions

• The Shareholders' Rights Agreement among Amir Nechmad, Yair Nechmad, and David Ben-Avi, dated March 9, 2021, constitutes a related party arrangement concerning their collective voting rights and share transfer restrictions.

Stakeholder Impact

• **Shareholders**: The significant combined ownership and the Shareholders' Agreement among key individuals could lead to concentrated control over corporate decisions, potentially impacting minority shareholder influence. The limitations on share transfers for the reporting persons could affect market perception of liquidity for large blocks of shares.
• **Management**: The voting agreement on director elections implies a strong influence from these shareholders on the composition of the board and, by extension, the strategic direction and oversight of management.

Key Dates

Keywords

Nayax Ltd, Schedule 13G, Beneficial Ownership, Shareholders Agreement, Amir Nechmad, Yair Nechmad, David Ben-Avi, SEC Filing, Corporate Governance, Shareholding, Voting Rights