Nayax Ltd. filed a Form 6-K with the U.S. Securities and Exchange Commission on November 12, 2026, reporting that it had submitted a shelf prospectus to the Israel Securities Authority on the same date.

Key Highlights

  • Shelf prospectus filed: Nayax filed a shelf prospectus with the Israel Securities Authority on November 12, 2026.
  • Two-year validity: The shelf prospectus will be effective for a period of two years.
  • Securities covered: The prospectus allows the company to offer and sell various securities, including debt and equity, in Israel at its discretion.
  • No offering decision made: According to the filing, the shelf prospectus "does not constitute a decision by the Company as to the offering of any securities, nor as to the scope, terms or timing of any such offering."
  • Israel-only offering: Any securities offered under the prospectus will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons absent registration or an applicable exemption.
  • Supplemental reports required: Any specific offering would be made pursuant to a supplemental shelf offering report describing the terms of the securities and offering.

Nayax's Israel Shelf Prospectus: Key Details and Limitations

Nayax Ltd. (NASDAQ:NYAX), an Israeli company headquartered in Herzliya, Israel, reported through a Form 6-K that it filed a shelf prospectus with the Israel Securities Authority on November 12, 2026. The company disclosed that the shelf prospectus will remain effective for two years, during which time it may raise funds through the offering and sale of various securities, including debt and equity instruments, in Israel.

The company was explicit in the filing that the existence of the shelf prospectus does not represent a commitment to any specific capital raise. The filing states there "is no certainty that such an offering will be made," and that any future offering would require a supplemental shelf offering report detailing the specific securities and terms involved. The scope, timing, and structure of any offering remain entirely at the company's discretion.

The filing also makes clear that securities offered under the shelf prospectus are restricted to Israel, unless a supplemental shelf offering report states otherwise. Such securities will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons as defined under Regulation S, absent registration or an applicable exemption. The Form 6-K was signed by Gal Omer, Chief Legal Officer of Nayax Ltd., on November 12, 2026.

What Was Disclosed

Nayax Ltd. disclosed the filing of a two-year shelf prospectus with the Israel Securities Authority, allowing potential future issuance of debt or equity securities in Israel. No offering decision has been made, and any future offering would require a supplemental filing.