Nayax's $176M War Chest: A Bet on M&A and the Future of Commerce

HERZLIYA, Israel – December 10, 2025 – In a move that signals both robust investor confidence and aggressive growth ambitions, global payments platform Nayax Ltd. has successfully closed a significant capital raise on its home turf. The dual-listed (Nasdaq; TASE: NYAX) company announced the completion of a notes and warrants offering exclusively in Israel, securing gross proceeds of NIS 565.6 million, or approximately $176 million.

The offering, an expansion of its existing Series A Notes and Series 1 Warrants, was not just successful; it was oversubscribed by nearly 14%. This strong demand from qualified Israeli investors, who received 87.73% of their early commitment orders, speaks volumes about the local market's appetite for established tech players with a clear strategic vision. More than just a financial transaction, this capital infusion is a strategic tool, providing Nayax with a formidable war chest to accelerate its expansion, particularly through mergers and acquisitions.

A Clear Mandate for M&A

Nayax has been transparent about its intentions for the approximately $173.1 million in net proceeds: general corporate purposes, with a pointed emphasis on potential acquisitions. This isn't just boilerplate language; it's the core of the story. The company's 2028 outlook already projects an ambitious annual revenue growth of around 35%, explicitly driven by a combination of organic expansion and strategic M&A. This capital raise is the financial firepower needed to execute that vision.

The timing is telling. Just days before this offering, Nayax announced the acquisition of Lynkwell, signaling that its M&A engine is already running. While details of that specific deal illuminate part of the strategy, this new, larger pool of capital allows the company to think bigger. Potential targets likely fall into several key categories: technology tuck-ins that enhance its commerce enablement and loyalty platform, geographic plays that open new markets, or consolidation moves that absorb smaller competitors to build market share.

Nayax has evolved significantly from its origins in unattended retail like vending machines and laundromats. It now offers a comprehensive suite of services for merchants of all sizes. This capital allows it to further blur those lines, potentially acquiring companies that strengthen its presence in the broader small and medium-sized business (SMB) sector or in niche verticals that require sophisticated, integrated payment solutions.

Israeli Capital's Resounding Endorsement

The structure and success of this offering provide a fascinating glimpse into the health of Israel's domestic capital markets. By choosing to raise this significant sum exclusively in Israel and list the new securities on the Tel-Aviv Stock Exchange (TASE), Nayax made a deliberate bet on local investors—a bet that paid off handsomely.

The terms of the deal were clearly compelling. The notes carry a 5.9% fixed annual interest rate maturing in 2030, a competitive yield in the current environment. However, the equity kicker in the form of warrants was likely a key draw. Each warrant, bundled with the notes, offers the right to buy a share at a 22% premium to the December 9th closing price. This structure is an implicit pact with investors: share in our debt, and you can also share in our future equity growth. The oversubscription confirms that Israeli investors are bullish on Nayax's stock appreciating well beyond that premium before the warrants expire in March 2027.

This event serves as a powerful case study for other mature Israeli technology firms. It demonstrates that the TASE is a deep and viable source of significant growth capital, capable of funding ambitious global strategies without immediate reliance on U.S. markets. For a dual-listed company like Nayax, it showcases the strategic advantage of maintaining strong ties to its home financial ecosystem.

Fueling the Next Wave of Commerce

Behind the financial maneuvering lies a story of strong operational performance. Nayax is not raising capital from a position of weakness. The company's full-year 2024 revenue grew 33% to $314 million, and it is projecting a further 30-35% leap in 2025 to over $410 million. Perhaps more importantly, its profitability picture is rapidly improving. Adjusted EBITDA is forecast to more than double from $35.5 million in 2024 to between $65 million and $70 million in 2025, demonstrating increasing operational leverage and a clear path to sustainable net profitability.

This financial health is crucial because it gives Nayax the freedom to invest in innovation. The new capital won't just be used to buy other companies; it will be used to integrate them and to fund the research and development necessary to stay ahead in the hyper-competitive fintech landscape. With connections to over 80 merchant acquirers and a presence in 12 countries, Nayax is already a global player. This funding solidifies its ability to not only compete but to define the next generation of commerce enablement.

As the lines between online, in-person, and unattended retail continue to dissolve, merchants require a unified platform that manages payments, loyalty, and operations seamlessly. Nayax is positioning itself as that essential partner. With $173 million in fresh capital, the company is now better equipped than ever to build, buy, and integrate the technologies that will shape the future of how businesses transact, engage, and grow.