UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2023

Commission file number: 001-39721

NEOGAMES S.A.

(Translation of registrant’s name into English)

5, Rue De Bonnevoie

L-1260 Luxembourg

Grand Duchy of Luxembourg

(Address of principal executive offices)

_____________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

RESULTS OF ~~2023~~EXTRAORDINARY ~~ANNUAL~~ GENERAL MEETING

~~The~~An ~~2023~~extraordinary ~~annual~~ general meeting of shareholders (the “~~2023~~Extraordinary ~~Annual~~ General Meeting”) of NeoGames S.A. (NASDAQ: NGMS) (the “Company”) was held on ~~June~~July 2918, 2023.

AtReference is made herein to the Convening Notice and Shareholder Circular related to the Extraordinary General Meeting, which was attached as Exhibit 99.1 to the Company’s report of foreign private issuer on Form 6-K furnished to the Securities and Exchange Commission on June 21, 2023 ~~Annual~~(the “Shareholder Circular”). At the Extraordinary General Meeting, the Company’s shareholders voted upon the following proposals, as further described in the Shareholder Circular:

(1.) ~~Approve~~a proposal to approve, (a) the ~~stand-alone~~transfer ~~annual~~(by way of continuation) of the Company’s statutory ~~accounts~~seat, registered office (siège statutaire) and seat of central administration (siège de l’administration centrale) from Luxembourg to the Cayman Islands and change of its legal form as a Luxembourg law governed public limited liability company (société anonyme) to a Cayman Islands exempted company (without the dissolution of the Company ~~for~~or the ~~year~~liquidation ~~ended~~of ~~December~~its ~~31,~~assets) ~~2022~~(the “Continuation”), subject to the ~~approved~~satisfaction ~~consolidated~~or ~~statutory~~waiver ~~financial~~of ~~accounts~~certain ~~for~~conditions specified in the ~~year~~Business ~~ended~~Combination ~~December~~Agreement ~~31, 2022,~~(as defined below and as further summarized in the ~~report~~Shareholder ~~prepared~~Circular) and effective as of the date of registration specified in the certificate of continuation from the Cayman Registrar to be issued by the ~~Board~~Cayman Registrar upon registration of ~~Directors~~the continuation of the Company as a Cayman Islands exempted company (the ~~"Board"~~“Continuation Effective Time”), and ~~the~~(b) ~~report~~effective as of the ~~approved~~Continuation ~~statutory~~Effective ~~auditor~~Time, ~~(réviseur~~the ~~d’entreprises~~following ~~agréé);~~items:

2.(a) ~~Approve~~the ~~allocation~~change of name of the Company’s ~~annual~~from ~~results~~“NeoGames ~~for~~S.A.” ~~the~~to ~~financial~~“Neo ~~year~~Group ~~ended December 31, 2022~~Ltd.”;

3.(b) ~~Grant~~the ~~discharge~~adoption of the ~~liability~~memorandum and articles of association in the ~~members~~form ofattached to the ~~Board~~Shareholder ~~for,~~Circular as Annex C (the “Continuation Articles”) thereto as the Company’s memorandum and articles of association in ~~connection~~replacement ~~with,~~of the ~~financial~~Company’s ~~year~~existing ~~ended~~articles ~~December~~of ~~31, 2022~~association; and

4.(c) ~~Elect~~ the ~~following~~granting ~~candidate~~of ~~and~~powers ~~members~~to of the ~~Board,~~authorized asofficers ~~applicable,~~of ~~for~~ the ~~period~~Company ~~starting~~in ~~after~~order ~~the~~to ~~2023~~execute ~~Annual~~any ~~General~~formalities ~~Meeting~~in ~~and~~relation ~~ending~~to at the ~~annual~~Continuation ~~general~~and ~~meeting~~to ofrecord the ~~Shareholders approving~~satisfaction ~~the~~of ~~annual accounts for~~ the ~~financial~~Continuation ~~year ending on December 31, 2023:~~Conditions;

o(2) ~~Mr.~~a ~~Steve~~proposal ~~Capp~~to approve (~~Director~~a) the adoption of the Business Combination Agreement attached to the Shareholder Circular as Annex A thereto (as it may be amended from time to time, the “Business Combination Agreement”), dated May 15, 2023, by and among Aristocrat Leisure Limited, a company organized under the laws of Australia (“Parent”), Anaxi Investments Limited, a Cayman Islands exempted company and wholly owned indirect subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which, following the Continuation and subject to receiving the Cayman Shareholder Approval (as defined in the Shareholder Circular), Merger Sub will merge with and into the Company (and will cease to exist as a separate legal entity), and the Company will be the surviving company and will become a wholly owned indirect subsidiary of Parent (the “Merger”) and (b) all other transactions and arrangements contemplated by the Business Combination Agreement, including taking all actions and making filings required for the Company to suspend trading of the Company Shares on the Nasdaq Global Market upon the completion of the Continuation and to permanently de-list the Company Shares from the Nasdaq Global Market upon completion of the Merger;

o(3) ~~Mr.~~a ~~Aharon~~proposal ~~Aran~~to ~~(Director)~~approve the adoption of the statutory plan of merger, attached to the Shareholder Circular as Annex B, be entered into by and between the Company and Merger Sub and filed with the Cayman Registrar following the Continuation and receiving Cayman Shareholder Approval; and

o(4) ~~Mr.~~a ~~Mordechay~~proposal ~~(Moti)~~to ~~Malool~~approve, subject to completion of the Continuation, the waiver of any notice requirements under the Continuation Articles or applicable law to calling, holding and convening a shareholder meeting (~~Malul~~or any adjournment, reconvening or postponement thereof) of the Company in the Cayman Islands that will be held to approve the Merger, subject to the satisfaction or waiver of the conditions to the Merger under the Business Combination Agreement (~~Director~~and as further described in the Shareholder Circular);.

oEach ~~Mr.~~of ~~Barak~~the ~~Matalon~~foregoing ~~(Director);~~proposals voted on at the Extraordinary General Meeting was approved by the applicable required majority.

o Mr. Laurent Teitgen (Director); and

o Mr. John E. Taylor, Jr. (Director and Chair).

5. Approve the appointment of Atwell as the Luxembourg statutory auditor (réviseur d’entreprises agréé) and of Ziv Haft, Certified Public Accountants, Isr., BDO Member Firm, as independent registered certified public accounting firm for the period ending at the general meeting approving the annual accounts for the financial year ending December 31, 2023;

6. Approve the directors’ remuneration for the year ending December 31, 2023; and

7. Authorize and empower Allen & Overy, société en commandite simple, registered on list V of the Luxembourg bar, to execute and deliver, on behalf of the Company and with full power of substitution, any documents necessary or useful in connection with the annual filing and registration required by the Luxembourg laws.

Each proposal voted on at the 2023 Annual General Meeting, as further described in the Company’s Convening Notice and Proxy Statement related to the 2023 Annual General Meeting, which was attached as Exhibit 99.1 to the Company’s report of foreign private issuer on Form 6-K furnished to the Securities and Exchange Commission on May 26, 2023, was approved by the applicable required majority.

NOTICE REGARDING COMPLIANCE WITH NASDAQ CONTINUED LISTING STANDARDS

As previously announced by the Company, following the resignation of Ms. Lisbeth McNabb as a member of the Board and also as chair of the audit committee and as a member of the compensation committee and nominating and corporate governance committee, the Company was not in compliance with Nasdaq Listing Rule 5605(c)(2)(A) requiring that the audit committee be comprised of at least three independent directors. The Company relied on the cure period allowed for under Nasdaq Listing Rules to fill such vacancy with a qualified individual. Upon Mr. Capp's election to the Board at the 2023 Annual General Meeting, the Board also appointed Mr. Capp to serve as the chairperson of the audit committee. Following such appointment, the Company has received notice from Nasdaq that it has regained compliance with Nasdaq Listing Rule 5605(c)(2)(A).

PRESS RELEASE REGARDING ~~ELECTION~~RESULTS OF AEXTRAORDINARY ~~NEW~~GENERAL ~~DIRECTOR~~MEETING

On July 618, 2023, the Company issued a press release ~~titled~~entitled "NeoGames ~~Expands~~Shareholders ~~Board~~Approve ~~with~~Business ~~the~~Combination ~~Election~~Agreement ~~of Steve Capp and Regains Compliance~~ with ~~Nasdaq Listing Rules Related to Audit Committee~~ ~~Composition~~ Aristocrat Leisure". A copy of this press release is attached to this Form 6-K as Exhibit 99.1.

The ~~contents~~information ofin this ~~report~~Report ~~of foreign private issuer~~ on Form 6-K (other than Exhibit 99.1) ~~are~~is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-251103 and 333-264467).

EXHIBIT INDEX

Exhibit	Description

99.1	Press release dated July 18, 2023, titled "NeoGames Shareholders Approve Business Combination Agreement with Aristocrat Leisure".

Exhibit	Description
99.1	Press release dated July 6, 2023, titled "NeoGames Expands Board with the Election of Steve Capp and Regains Compliance with Nasdaq Listing Rules Related to Audit Committee Composition".

SIGNATURES

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.

	NEOGAMES S.A.

	By:	/s/ Moti Malul
		Name: Moti Malul
		Title: Chief Executive Officer

Date: July 618, 2023

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