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.

(now known as Neo Group Ltd.)

(Translation of registrant’s name into English)

~~63-65,~~190 ~~rue~~Elgin ~~de Merl~~Avenue

~~L-2146~~George ~~Luxembourg~~Town, Grand Cayman KY1-9008

~~Grand~~Cayman ~~Duchy of Luxembourg~~Islands

(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

On April 1824, 2024, Neo Group Ltd., formerly known as NeoGames S.A. (the “Company”), ~~received~~transferred ~~approvals~~(by ~~required~~way ~~for~~of continuation) ~~the~~its ~~completion~~statutory seat, registered office (siège statutaire) and seat of ~~the~~central ~~business combination~~administration (~~the~~siège ~~“Merger”~~de l’administration centrale) ~~between~~from Luxembourg to the Cayman ~~Company,~~Islands ~~Aristocrat~~and ~~Leisure~~changed ~~Limited,~~its anlegal ~~Australian~~form as a Luxembourg law governed public limited liability company (~~“Parent”~~société anonyme) ~~and~~to ~~Anaxi Investments Limited,~~ a Cayman Islands exempted company ~~and~~(without ~~wholly~~the ~~owned~~dissolution ~~subsidiary~~ of ~~Parent~~the ~~(“Merger~~Company ~~Sub”),~~or ~~from~~the ~~each~~ liquidation of ~~the~~its ~~Louisiana~~assets) ~~Gaming Control Board and~~ (the ~~Nevada Gaming Commission~~“Continuation”).

AsOn ofApril ~~the~~25, ~~date~~2024, ~~hereof~~at 8:00 a.m. (Cayman Time), the Company ~~and~~will ~~Parent~~hold ~~have~~its ~~obtained~~Extraordinary orGeneral ~~intend~~Meeting toof ~~waive~~Shareholders ~~all~~(the “Cayman ~~approvals~~Shareholder ~~required~~Meeting”) ~~for~~via a video-conferencing service at the ~~completion~~ weblink provided below. Shareholders of record as of the ~~Merger~~close of business on April 1, ~~pursuant~~2024 (the “Record Date”) are entitled to ~~the~~notice ~~Business~~of ~~Combination~~and ~~Agreement,~~to ~~dated~~vote ~~May~~at 15the Cayman Shareholder Meeting or any adjournment, ~~2023~~reconvening, bypostponement or other delay thereof. Capitalized terms used but not defined in this Form 6-K have the meaning ascribed to them in the convening notices and ~~among~~shareholder circular for the ~~Company,~~Cayman Shareholder ~~Parent~~Meeting and ~~Merger~~the ~~Sub~~Second Luxembourg Shareholder Meeting (as defined below) attached hereto as Exhibit 99.1 (the “~~Business~~Notices ~~Combination~~and ~~Agreement~~Shareholder Circular”).

In ~~accordance with~~ the ~~Business~~event ~~Combination~~that ~~Agreement~~the Company, ontogether orwith ~~about~~the ~~April~~Merger 24Sub, ~~2024,~~has not filed the ~~Company~~Statutory ~~expects~~Plan toof ~~transfer~~Merger ~~(by~~with ~~way~~the ofCayman Registrar ~~continuation)~~by ~~its~~April ~~statutory~~30, ~~seat~~2024, ~~registered~~due ~~office~~to ~~(siège statutaire)~~the ~~and~~failure ~~seat~~ of ~~central~~certain ~~administration~~closing ~~(siège~~conditions ~~de l’administration~~contained ~~centrale)~~in ~~from~~the ~~Luxembourg~~Business toCombination ~~the~~Agreement ~~Cayman~~to ~~Islands~~be ~~and~~satisfied ~~change~~or ~~its~~waived, ~~legal~~the ~~form~~Company asis aexpecting ~~Luxembourg~~to ~~law~~subsequently ~~governed~~hold ~~public~~an ~~limited~~Extraordinary ~~liability~~General ~~company~~Meeting of Shareholders (~~société~~the ~~anonyme)~~“Second toLuxembourg aShareholder ~~Cayman~~Meeting”) ~~Islands~~on ~~exempted~~or ~~company~~about ~~(without~~May ~~the dissolution~~2, 2024. Shareholders of ~~the~~record ~~Company~~as orof the ~~liquidation~~close of ~~its~~business ~~assets)~~on ~~(the~~April ~~“Continuation”)~~1, ~~and~~2024, ~~effective~~are asentitled to notice of and to vote at the ~~date~~Second ofLuxembourg ~~registration~~Shareholder ~~specified~~Meeting inor ~~the~~any ~~certificate~~adjournment, reconvening, ofpostponement ~~continuation~~or ~~from~~other ~~the~~delay ~~Cayman~~thereof, ~~Registrar~~in order to beapprove ~~issued~~the byRe-Continuation, (the ~~Cayman~~“Re-Continuation ~~Registrar~~Scenario”). ~~upon registration~~For of the ~~continuation~~avoidance of ~~the~~doubt, ~~Company~~in asthe aevent ~~Cayman~~that, ~~Islands~~the ~~exempted~~Company ~~company.~~has Infiled, ~~connection~~together with the ~~Continuation~~Merger Sub, the ~~Company~~Statutory ~~has~~Plan of ~~requested~~Merger ~~that~~with ~~The~~the ~~Nasdaq~~Cayman ~~Global~~Registrar ~~Select~~before ~~Market~~holding ~~(“Nasdaq”)~~the ~~suspend~~Second ~~all~~Luxembourg ~~trading~~Shareholder inMeeting, ~~NeoGames~~the ~~shares~~Second asLuxembourg ofShareholder ~~the close~~Meeting ofshall ~~business~~not ontake ~~April 23, 2024~~place.

~~The~~In ~~Merger is expected to close on or about April 25, 2024 and become effective at~~ the ~~time~~event ofthat the ~~registration~~Second ~~of the~~Luxembourg ~~Statutory~~Shareholder ~~Plan~~Meeting ofneeds ~~Merger~~to ~~(as~~be ~~defined in the Business Combination Agreement) by the Cayman Registrar~~convened, ~~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~~provide ~~that~~an ~~Nasdaq~~additional ~~file~~notice ~~with the SEC a notification of removal from listing and/or registration~~ on Form 256-K prior to ~~effect~~ the ~~delisting~~Second ofLuxembourg ~~all~~Shareholder ~~shares~~Meeting ~~from~~with ~~Nasdaq~~respect ~~and~~to the ~~deregistration~~final ofdate ~~such~~and ~~shares~~time ~~under Section 12(b)~~ of the ~~Securities Exchange~~Second ~~Act~~Luxembourg ofShareholder ~~1934~~Meeting, ~~as amended (the “Exchange Act”). The Company intends to file a certification~~ and ~~notice of termination of registration on Form 15 with~~ the ~~SEC~~location ~~requesting the termination~~ of ~~registration of~~ the ~~shares~~Second ~~under~~Luxembourg ~~Section 12(g) of the~~Shareholder ~~Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the shares~~ Meeting.

On April 9, 2024, the Company furnished to its shareholders the Notices and Shareholder Circular and forms of proxy card for the Cayman Shareholder Meeting and the Second Luxembourg Shareholder Meeting on Form 6-K and shareholders as of the Record Date will have received those materials in the form attached to this Form 6-K as Exhibits 99.1, 99.2, and 99.3, respectively. The Company hereby gives additional notice to its shareholders of the Cayman Shareholder Meeting taking place on April 25, 2024, at 8:00 a.m. (Cayman Time). If you have any questions concerning the Cayman Shareholder Meeting, the Merger, the Continuation, the Transactions, the Second Luxembourg Shareholder Meeting or any matter related to the Notices and Shareholder Circular, would like additional copies of the Notices and Shareholder Circular or need help voting your Company Shares, please contact our Proxy Solicitor:

Morrow Sodali, LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: NGMS@investor.morrowsodali.com

In connection with the Continuation, The Nasdaq Global Select Market (“Nasdaq”) suspended all trading in the Company shares as of the close of business on April 23, 2024. The Company has notified Nasdaq of the anticipated closing of the Merger and requested that, upon the closing of the Merger, 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.

The information in this Form 6-K (including in Exhibits 99.1, 99.2, and 99.3) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Weblink to the Cayman Shareholder Meeting: www.virtualshareholdermeeting.com/NGMS2024.

EXHIBIT INDEX

99.1	Convening Notices and Shareholder Circular for the Cayman Shareholder Meeting expected to be held on 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 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.
	NEO GROUP LTD.
	By:	/s/ Moti Malul
	Name:	Moti Malul
	Title:	Chief Executive Officer
Date: April 18, 2024
Date: April 24, 2024

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