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 April 2024

Commission file number: 001-39721

NEOGAMES S.A.

(Translation of registrant’s name into English)

63-65, rue de Merl

L-2146 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 ☐

~~NeoGames~~EXPLANATORY S.A. (the “Company”) will hold its Extraordinary General Meeting of Shareholders (the “Cayman Shareholder Meeting”) on or about April 25, 2024 via a video-conferencing service. Shareholders of record as of the close of business on April 1, 2024 are entitled to notice of and to vote at the Cayman Shareholder Meeting or any adjournment, reconvening, postponement or other delay thereof. Capitalized terms used in this Form 6-K but not defined have the meaning ascribed to them in the Convening Notice and Shareholder Circular for the Cayman Shareholder Meeting attached hereto as Exhibit 99.1.NOTE

InOn ~~the~~April ~~event~~18, ~~that the Company has completed the Continuation but~~2024, ~~together~~NeoGames ~~with~~S.A. (the ~~Merger~~“Company”) ~~Sub,~~received ~~has~~approvals ~~not~~required ~~filed~~for the ~~Statutory~~completion ~~Plan~~ of ~~Merger with~~ the ~~Cayman Registrar within three~~ business combination ~~days from~~ (the ~~Continuation~~“Merger”) ~~Effective~~between ~~Time due to~~ the ~~failure~~Company, ofAristocrat ~~certain~~Leisure ~~closing conditions contained in the Business Combination Agreement to be satisfied or waived~~Limited, ~~the Company is expecting to subsequently hold~~ an ~~Extraordinary~~Australian ~~General Meeting~~public oflimited ~~Shareholders~~company (~~the~~ “~~Second Luxembourg Shareholder Meeting~~Parent”) onand orAnaxi ~~about~~Investments ~~May 2~~Limited, ~~2024.~~a ~~Shareholders~~Cayman ofIslands ~~record~~exempted ascompany ofand ~~the~~wholly ~~close~~owned ofsubsidiary ~~business on April 1, 2024 are entitled to notice~~ of ~~and~~Parent ~~to vote at the Second Luxembourg Shareholder Meeting or any adjournment, reconvening, postponement or other delay thereof, in order to approve the Re-Continuation,~~ (~~the~~ “~~Re-Continuation~~Merger ~~Scenario~~Sub”)~~. For the avoidance of doubt~~, ~~in the event that, the Company has filed, together with the~~from ~~Merger~~ each ~~Sub, the Statutory Plan~~ of ~~Merger with~~ the ~~Cayman~~Louisiana ~~Registrar~~Gaming ~~before~~Control ~~holding~~Board ~~the~~and ~~Second Luxembourg Shareholder Meeting,~~ the ~~Second~~Nevada ~~Luxembourg~~Gaming ~~Shareholder Meeting shall not take place~~Commission.

~~The~~As ~~Company~~of ~~will provide an additional notice on Form 6-K prior to~~ the ~~Cayman Shareholder Meeting and the Second Luxembourg Shareholder Meeting with respect to the final~~ date ~~and time~~hereof, of the ~~Cayman~~Company ~~Shareholder Meeting~~ and ~~the~~Parent ~~Second~~have ~~Luxembourg~~obtained ~~Shareholder~~or ~~Meeting,~~intend ~~a weblink~~ to ~~attend~~waive ~~the~~all ~~video~~approvals ~~conference~~required for the completion ~~Cayman Shareholder Meeting and the location~~ of the ~~Second~~Merger, ~~Luxembourg~~pursuant ~~Shareholder~~to ~~Meeting. The Company hereby furnishes~~ the ~~shareholder~~Business ~~circular~~Combination ~~and~~Agreement, ~~form~~dated ofMay ~~proxy~~15, ~~card~~2023, ~~for~~by ~~the Cayman Shareholder Meeting~~ and ~~the~~among ~~Second Luxembourg Shareholder Meeting. Copies of~~ the ~~shareholder~~Company, ~~circular~~Parent and ~~forms~~Merger ofSub ~~proxy~~(the ~~card~~“Business ~~are~~Combination ~~attached to this Form 6-K as Exhibits 99~~Agreement”).~~1, 99.2, and 99.3 respectively.~~

~~The~~In ~~information~~accordance inwith ~~this~~the ~~Form~~Business ~~6-K~~Combination ~~(including~~Agreement, inon ~~Exhibits~~or ~~99.1~~about April 24, ~~99.2~~2024, ~~and~~the ~~99.3~~Company expects to transfer (by way of continuation) ~~shall~~its ~~not~~statutory beseat, ~~deemed~~registered ~~“filed”~~office ~~for~~(siège statutaire) ~~purposes~~and seat of ~~Section~~central 18administration of(siège de l’administration centrale) from Luxembourg to the ~~Securities~~Cayman ~~Exchange~~Islands ~~Act~~and ofchange ~~1934,~~its legal form as ~~amended~~ a Luxembourg law governed public limited liability company (~~“Exchange~~société ~~Act”~~anonyme) orto ~~otherwise~~a ~~subject~~Cayman toIslands exempted company (without the dissolution ~~liabilities~~of the Company or the liquidation of ~~that~~its ~~section~~assets) (the “Continuation”), ~~nor~~and ~~shall~~effective itas beof ~~deemed~~the ~~incorporated~~date byof ~~reference~~registration specified in ~~any~~the ~~filing~~certificate ~~under~~of continuation from the ~~Securities~~Cayman ~~Act~~Registrar to be issued by the Cayman Registrar upon registration of ~~1933,~~the continuation of the Company as ~~amended~~a Cayman Islands exempted company. In connection with the Continuation, orthe Company has requested that The Nasdaq Global Select Market (“Nasdaq”) suspend all trading in NeoGames shares as of the close ~~Exchange~~of ~~Act~~business on April 23, 2024.

~~EXHIBIT~~The ~~INDEX~~Merger is expected to close on or about April 25, 2024 and become effective at the time of the registration of the Statutory Plan of Merger (as defined in the Business Combination Agreement) by the Cayman Registrar, which is expected by the following business day. The Company has notified Nasdaq of the expected closing of the Merger and, following such closing, will request that Nasdaq file with the SEC a notification of removal from listing and/or registration on Form 25 to effect the delisting of all shares from Nasdaq and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a certification and notice of termination of registration on Form 15 with the SEC requesting the termination of registration of the shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the shares.

99.1 Convening Notices and Shareholder Circular for the Cayman Shareholder Meeting expected to be held on or about April 25, 2024 and for the Second Luxembourg Shareholder Meeting expected to be held on or about May 2, 2024 in case the Re-Continuation Scenario has occurred.

99.2 Form of Proxy Card to be used in connection with the Cayman Shareholder Meeting expected to be held on or about April 25, 2024.

99.3 Form of Proxy Card to be used in connection with the Second Luxembourg Shareholder Meeting expected to be held on or about May 2, 2024, in case the Re-Continuation Scenario has occurred.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This Report of Foreign Private Issuer on Form 6-K is not a substitute for the shareholder circular or any other document that may be filed or furnished by the Company with the U.S. Securities and Exchange Commission (the “SEC”). Investors and shareholders are urged to read the enclosed shareholder circular and other relevant documents filed with or furnished to the SEC in connection with the proposed transaction or incorporated by reference therein when they become available in their entirety before making any voting or investment decision with respect to the proposed transaction because they will contain important information about the proposed transaction and the parties to the proposed transaction.

You may obtain copies of all documents filed with or furnished to the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In addition, investors and shareholders will be able to obtain free copies of the shareholder circular and other documents filed with or furnished to the SEC by the Company on the Company’s Investor Relations website (ir.neogames.com) or by writing to the Company at: 10 Habarzel Street, Tel Aviv 6971014, Israel.

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, hereunto duly authorized.

	NEOGAMES S.A.
	By:	/s/ Moti Malul
	Name:	Moti Malul
	Title:	Chief Executive Officer
Date: April 9, 2024
Date: April 18, 2024

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