NYAX NAYAX Ltd

Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce enablement and payments platform designed to help merchants scale their business by simplifying payments and maximizing loyalty, today announced the acquisition of UPPay, a leading digital payment and telemetry provider for automated self-service coffee machines in Brazil. This strategic acquisition will significantly increase Nayax’s Brazilian footprint and unlock new market opportunities across Latin America with a sophisticated suite of affordable solutions.

UPPay offers an economical, scalable, customizable, and comprehensive telemetry solution for automated self-service machines, making it ideal for businesses seeking affordable yet modern technology. Acquiring UPPay enables Nayax to accelerate growth throughout Latin America with an accessible solution tailored to emerging, digitizing economies, enhancing its competitive edge as a leading retail innovator in Brazil and beyond.

UPPay is a leader within Brazil’s lucrative and growing automated self-service coffee market. With the acquisition of UPPay, Nayax and VMtecnologia will serve more than 25,000 new unattended points of sale in Brazil, achieve a prominent position in Brazilian self-service coffee, and acquire a technology platform with global relevance. The purchase price, equating to an enterprise value of R$ 32.75 million BRL (~$5.3 million USD), will be paid with cash on hand and includes the earnout amount of up to $2.75 million (~$0.47 million USD).

Nayax entered the Brazilian market in 2024 when it acquired VMtecnologia, a leading technology provider for the automated self-service industry in Brazil, consolidating a strong and immediate presence spanning all Brazilian states, 466 cities, and more than 2,400 retailers in diverse industries. UPPay will integrate operationally with VMtecnologia, consolidating both companies' sales, distributional, and technical expertise to catalyze innovation, offer a wider combined range of solutions, target new verticals like coffee vending, and improve margins with synergies.

“Our success in the Brazilian coffee vending market has proven that businesses and operators are hungry for affordable, fully integrated payment and telemetry solutions,” said the founders of UPPay. “We see Nayax as a global leader in automated self-service retail, and joining forces with them positions us to replicate this success worldwide, leveraging their powerful distribution network, comprehensive payments ecosystem, and extensive operational expertise.”

“Welcoming UPPay empowers VMtecnologia to serve a broader spectrum of automated self-service retailers with a wider, more flexible set of payment, telemetry, and operational solutions,” said Eduardo Muniz, CEO of VMtecnologia.

“UPPay’s sophisticated yet affordable platform complements our vision of empowering retailers of all sizes with real-time operational insights, streamlined payments, and seamless customer experiences,” said Yair Nechmad, CEO and Chairman of Nayax. “Uniting with UPPay cements our leadership position in a key growth market and drives our continued expansion.”

About NayaxNayax 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 December 31, 2024, Nayax has 11 global offices, approximately 1,100 employees, connections to more than 80 merchant acquirers and payment method integrations and globally recognized as a payment facilitator. Nayax’s mission is to improve our customers’ revenue potential and operational efficiency. For more information, please visit www.nayax.com.

About UPPay

UPPay offers an economical scalable, customizable, comprehensive telemetry solution for unattended machines. Designed to cater to the diverse needs of unattended retail environments, mainly coffee machines, UPPay provides seamless and cost-effective services that enhance operational efficiency and customer satisfaction. UPPay's platform adapts effortlessly from small-scale operations to extensive vending networks, ensuring optimal performance and cost-efficiency. UPPay’s flagship hardware, the UPBox, unlocks intelligent analytics, offering valuable insights into consumer behavior and machine performance.

Forward-Looking StatementsThis 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. 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 of various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of the COVID-19 pandemic and other 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, including the ongoing war in Israel that began on October 7, 2023 and global perspectives regarding that conflict; 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 February 28, 2024 (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